The principle of res judicata prevents relitigation of claims already decided, ensuring judicial finality.

Introduction

[1] There are two interrelated appeals before us: Civil Appeal No: A-02(IM)-417-03-2015 and Civil Appeal No: A-02(IM)-418-03-2015. Both appeals arose out of the High Court's decision given on 17 February 2015 (Che Mohd Ruzima Ghazali JC (as he then was) presiding) which had allowed the 1st and 2nd respondents' application in encl 62 and dismissed the appellant's application in encl 69.

[2] Enclosed 62 is the 1st and 2nd respondents' application for directions pursuant to the judgment of the High Court given on 5 May 2011 (Zainal Adzam Abd Ghani J presiding).

[3] Enclosed 69 is the appellant's cross application where the appellant had applied for several issues of law to be considered and also sought various consequential orders, including a stay of the 1st and 2nd respondents' primary application.

Factual Background And The Antecedent Proceedings

[4] In order to give some perspective to these appeals, it is necessary to briefly outline the genesis of the dispute between the parties which has caused them to file their respective applications. These can be summarised as follows:

(a) The appellant (1st defendant in the High Court) is a wholly owned subsidiary of one Malpac Holdings Berhad, a listed company.

(b) In 2002, the appellant had been offered a plantation by special administrators of its debtor to offset a significant secured debt owned by that debtor to the appellant.

(c) The appellant had nominated its wholly subsidiary, namely the 3rd respondent (3rd defendant in the High Court) to receive that plantation.

(d) On 5 April 2002, the appellant together with one entity (2nd defendant in the High Court) had entered into three agreements (the composite agreement) for the onward sale of the plantation and the prospective sale of a mill. One of those agreements was an agreement between the appellant and the 1st and 2nd respondents for the sale of two ordinary shares then held by the appellant in the 3rd respondent.

(e) On or about January 2005, the original share capital of the 3rd respondent consisting of two shares had been increased by an additional 99,998 ordinary shares.

(f) The 1st and 2nd respondents averred that they were ready and willing to complete the purchase but the appellant refused to accept the balance of the purchase price.

(g) In reply, the appellant stated that the increase in capital was taken with express notice to the 1st and 2nd respondents and they were aware that the appellant was not prepared to consider the sale of those subsequent additional 99,998 shares without a further agreement and appropriate corporate approvals.

(h) In 2007, the 1st and 2nd respondents filed a claim vide Ipoh High Court CS No 22-109-2007, seeking the following primary reliefs:

(i) specific performance of the three agreements dated 5 April 2002 based of the values fixed in 2002; and

(ii) a further order for the transfer of the entire issued and paid-up shares of the 3rd respondent.

(i) After full trial, the High Court allowed the 1st and 2nd respondents' claim and also dismissed the counterclaim by the appellant and the 3rd respondent.

(j) Dissatisfied with the judgment of the High Court, the appellant and the 3rd respondent appealed to the Court of Appeal which allowed the appeal on 17 January 2012 and set aside the judgment of the High Court. The Court of Appeal further directed that the appellant's counter claim be determined by the High Court.

(k) On 4 September 2013, the Federal Court reversed the decision of the Court of Appeal and reinstated the judgment of the High Court.

(l) On 4 March 2014, the Federal Court dismisse