Introduction

[1] The Plaintiffs sue the Defendants for breach of cl 9 of a share sale agreement dated 13 October 2020 ("SSA"). The Defendants in turn counterclaim for a declaration that cl 9 of the SSA is void. After a full trial, I dismiss the Plaintiffs' claim and allow the Defendants' counterclaim. Here are the grounds of my judgment.

Background Facts

[2] The 1st Plaintiff ("P1") and the 2nd Plaintiff ("P2") are the directors of the 3rd Plaintiff ("Hong Poh"). P1 is the sole shareholder of Hong Poh. Both P1 and P2 were former shareholders of the 1st Defendant ("SLite"). The 2nd Defendant ("D2") is the director and shareholder of S Lite.

[3] On 13 October 2020, P1 and P2 entered into the SSA to sell their 50% shareholding in S Lite to D2 for a consideration of RM120,000.00. The SSA was entered into between P1 and P2 (as vendors) and D2 (as purchaser). SLite, the target company, is also a signatory to the SSA. Hong