The court reaffirmed its jurisdiction to enforce terms of a consent order, indicating that consent orders bind parties and reflect judicial authority unless justifiable grounds warrant alteration.

Applications

[1] There are three applications for disposal: Enclosures 1, 34 and 46. However, encl 1 has already been disposed of, on 6 July 2009 to be precise. On that date, the parties recorded terms which can be found in what is referred to as a "consent order" (Consent Order).

[2] Enclosure 34 is the petitioner's application. According to the affidavit of the petitioner filed in support of the application, he is seeking an order that Mr Tee Guan Pian, a chartered accountant be appointed as the "said Independent Valuer" to conduct the valuation exercise on the 1st respondent and Utamas Prestasi Sdn Bhd. He also proposed that:

i. Mr Tee was to then prepare and submit a written valuation report to ascertain the value of the shares mentioned in the consent order within three (3) months from the date of the order;

ii. the valuation report prepared by Mr Tee then becomes the basis for the settlement and compliance of the consent order;

iii. Mr Tee was to conduct the valuation on the basis of the said companies as a going concern.

[3] Alternatively, the petitioner sought an order that Mr Tee be at liberty to independently employ the valuation methods he deems fit for the preparation of the written report; that Mr Tee be given access to all documents which he deemed necessary for the purposes of carrying out the said valuation; and finally that costs and expensed of preparing the valuation report be paid by the 1st respondent.

[4] Enclosure 46 is the 2nd and 3rd respondents' application. In this application, the respondents seek to rescind or dissolve that consent order insofar as the first three terms of the consent order is concerned. Further, they seek to substitute those terms with an order that the 1st respondent is to be wound up and a liquidator be appointed to manage the affairs relating to the liquidation of the 1st respondent.

Consent Order

[5] It makes good sense to start with the terms of the consent order of 6 July 2010. The order reads as follows:

"THIS ACTION having been fixed for mediation today in the presence of Mr James Dominic Culaz the petitioner's solicitors and Mr Gan Khong Aik solicitors for the 2nd and 3rd respondents, Mr Kiu Jia Yaw and Miss Teh Lay Kheng solicitors for the 4th respondent and also in the presence of the petitioner and the 2nd respondent AND IT IS HEREBY ORDERED BY CONSENT that:

1. The petitioner and the 2nd respondent have agreed to uplifted the ex parte injunction dated 24 June 2010 and permit the 1st respondent to continue to carry on the operations and business as usual in the manner prior to the granting of the ex parte injunction with the petitioner and the 2nd respondent being the only signatories to all bank accounts of the 1st respondent company subject to an independent accountant to be jointly appointed WITHIN SEVEN (7) DAYS from the date hereof to value the shares of the 1st respondent and Utamas Prestasi Sdn Bhd of their worth as at 30 April 2010 and the said report shall be presented within one (1) month hereof.

2. It is further agreed by the parties that upon the aforesaid valuation of the companies by the independent accountant, the 2nd respondent shall purchase the petitioner's 50% stake in both the 1st respondent and Utamas Prestasi Sdn Bhd respectively based on the valuation report prepared by the said independent accountant and the said purchase price for the shares shall be paid within three (3) months from the date of the valuation report and the petitioner shall transfer the said shares in the 1st respondent and the shares in Utamas Prestasi Sdn Bhd held through his nominee Yong Hiok Wong to the 2nd respondent and/or his nominee(s).

3. All the assets of the 1st respondent shall remain as is where is ( status quo ) pending completion of the valuation including the four (4) sets of injection cavity moulds which are currently kept in the premises of Soon Lee Plastic Industry Sdn Bhd the outstanding rental is to be borne by Utamas Prestasi Sdn Bhd.

4. Parties are