The consent order was deemed null and void due to breach of natural justice by not notifying the registered proprietor.

Introduction

[1] This is an appeal against the decision of the High Court in Penang dated 29 September 2011 which had allowed the application filed by the respondent, Magnum Consortium Sdn Bhd for leave to intervene in Originating Motion No: 25-16-2011 ("OM 25-16-2011") and to set aside a consent order dated 8 March 2011 ("the consent order") entered into between the appellant, Lee Chai Seng and the Registrar of Titles, Penang ("the Registrar").

[2] In OM 25-16-2011, the appellant is the applicant and the Registrar is the respondent. It is an appeal by the appellant under s 418 of the National Land Code (" NLC ") against the decision of the Registrar in refusing his application to enter a Registrar's caveat on five parcels of land known as Lot Nos 35, 44, 45, 48 and 2816, Grant Nos 5655, 5657, 5658, 5659 and 71105 situated at Section 1, Butterworth, Daerah Seberang Perai Utara, Penang ("the lands").

[3] On 8 March 2011 the appellant and the Registrar entered into the consent order in the following terms:

(a) the applicant's appeal is allowed;

(b) the Registrar shall forthwith enter a Registrar's caveat against the titles to the lands under s 320 of the NLC .

On 10 March 2011 the Registrar entered the Registrar's caveat on the lands.

[4] The respondent is the registered proprietor of the lands. Despite this fact, the respondent was not made a party in, or was given notice of, the OM 25-16-2011 suit. By a notice dated 10 March 2011, the Registrar notified the respondent about the entry of the Registrar's caveat. This led to the respondent's application made vide encl 10 dated 11 April 2011 to intervene and to set aside the consent order, which the High Court had allowed. Hence this appeal.

[5] We have heard and considered the submissions made by both parties. By a unanimous decision we dismissed the appeal with costs of RM20,000.00 to be paid to the respondent. We now give our reasons below.

Background

[6] The factual matrix that led to the filing of OM 25-16-2011 by the appellant is as follows. The appellant, together with three other individuals, namely, Law Ah Lean, Tan Ban Uu and Khaw Wooi Teong had purchased 80,000 shares in a company known as 3Q Resources (M) Sdn Bhd ("3Q Resources") from two individuals, namely, Khaw Tiew Chai ("KTC") and Chen Mun Heng. After the sale and purchase of shares, the appellant, KTC, Law Ah Lean, Tan Ban Uu and Khaw Wooi Teong became the shareholders and directors of 3Q Resources.

[7] 3Q Resources then entered into a sale and purchase agreement to buy the lands at the purchase price of RM27,962,829.00. The appellant, Law Ah Lean, Tan Ban Uu and Khaw Wooi Teong made an advance of RM2,946,283.00 to 3Q Resources towards payment of the 10% deposit and other payments related to the transaction. In consideration, 3Q Resources issued 2,946,283 new shares to them proportionate to their respective contributions. The lands were then registered in the name of 3Q Resources. 3Q Resources charged the lands to a bank ("chargee bank").

[8] Disputes then arose between the Directors of 3Q Resources when KTC initiated an action vide Originating Summons No: 24-1537-2005 ("the first action") against the other Directors. By this first action, KTC sought amongst others:

(a) the cancellation and return of the 80,000 shares to KTC and Chen Mun Heng;

(b) a declaration that the issuance of the 2,946,283 new shares was null and void; and

(c) the removal of the other directors as directors of 3Q Resources.

[9] On 27 January 2006 the High Court dismissed the first action with costs ("the 2006 Order"). KTC's appeal to the Court of Appeal and for leave to appeal to the Federal Court were dismissed.

[10] In 2009 KTC initiated Civil Suit No: 22-467-2009 against the same parties ("the second action") and invoked the