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2025 MarsdenLR 5222
HIGH COURT MALAYA SHAH ALAM
LEE HWA YANG – Appellant
Versus
YAHAYA BUJANG & ORS (ENCL 1) – Respondent
[Originating Summon No: BA-24NCvC-1061-05/2024]
A Deed of Settlement supersedes a prior High Court Order, replacing previous agreements and precluding enforcement of judicial decisions related to the same dispute.
Headnote:(A) Companies Act, 2016 - Enforcement of court orders - Principle of supersession - A Deed of Settlement executed between the parties is deemed to replace previous court orders governing the same dispute regarding share transfer rights. (Paras 1-21)
(B) Settlement Agreements - Nature and effects - A settlement agreement acts as an independent contract, superseding prior agreements and causes of action, barring further legal action unless specifically allowed within the agreement. (Paras 11-19)
Facts of the case:
The Plaintiff sought enforcement of a High Court Order from June 2017 for share transfer, yet the Defendants argued it was nullified by a Deed of Settlement signed in October 2018. (Paras 1-6)
Findings of Court:
The Court concluded that the Deed of Settlement supersedes the prior High Court Order, rendering the Plaintiff's attempt to enforce the Order untenable. The Deed serves as a full and final resolution of the dispute. (Paras 20-21)
Issues: Whether the Deed of Settlement nullifies the High Court Order and excludes its enforcement. (Paras 3, 5)
Ratio Decidendi: The Deed of Settlement clearly replaces preceding judicial orders, lacking terms to reinstate previous authority. The argument to uphold the High Court Order was dismissed based on established legal principles regarding settlement agreements. (Paras 20-21)
Result: Plaintiff's application dismissed with costs.
| Table of Content |
|---|
| 1. validity of prior court order (Para 1 , 4 , 5) |
| 2. argument about deed's superseding effect (Para 2 , 6) |
| 3. plaintiff's arguments against settlement (Para 7 , 9) |
| 4. defendants' defense on settlement finality (Para 10) |
| 5. legal implications of settlement agreements (Para 11 , 12 , 13) |
| 6. deed supersedes previous orders (Para 14 , 15) |
| 7. irrevocability not required for superiority (Para 16 , 17) |
| 8. procedural flaws in reviving high court order (Para 18 , 19) |
| 9. court's decision against enforcement of prior order (Para 20) |
Introduction
[1] The Plaintiff, Lee Hwa Yang, filed an Originating Summons seeking the enforcement of a High Court Order dated 9 June 2017, directing the Defendants to transfer certain shares in Syarikat Pembinaan Sujaman Sdn Bhd to the Plaintiff.
[2] The Defendants opposed this application, contending that the subsequent Deed of Settlement dated 26 October 2018 supersedes the High Court Order.
[3] The issue before this Court is whether the Deed of Settlement supersedes the High Court Order, thereby precluding its enforcement.
Facts Of The Case
[4] In 2016, the Plaintiff initiated proceedings vide an originating summons no BA-24-979-09/2016 concerning disputes arising from a Trust Deed dated 8 December 2002. This led to the High Court Order on 9 June 2017 in favour of the Plaintiff.
[5] The Defendants appealed against the High Court Order. However, the parties signed a Deed of Settlement on 26 October 2018 to resolve their disputes. Following this, the Defendants withdrew their appeals.
[6] The Plaintiff argued that the High Court Order remained valid and enforceable. The Defendants, on the other hand, argued that the Deed constitutes a final resolution of the disputes and extinguishes the enforceability of the High Court Order.
Arguments By The Plaintiff
[7] The Plaintiff's arguments are as follows:
a. The High Court Order remained valid and enforceable as it has not been set aside, nullified, or reversed by any subsequent Court order.
b. The Deed of Settlement does not explicitly state that it supersedes Court orders. The phrase "prior arrangements" in cl 7 of the Deed of Settlement does not include the High Court Order.
c. The Deed of Settlement is not irrevocable as it does not contain express terms to that effect. This distinguishes the present case from the case of Professor Dato' Dr Sellappan Subbiah v. Datuk Subbiah Thevarayan Chettiar & Ors ( Professor Dato' Dr Sellappan s/o Subbiah ) where the settlement agreement was explicitly deemed "irrevocable".
d. Even if consideration has been exchanged under the Deed of Settlement, such consideration can be returned, and the High Court Order remains enforceable.
[8] The Plaintiff relied on the case of Professor Dato' Dr Sellappan s/o Subbiah to argue that the absence of the term "irrevocable" in the Deed of Settlement agreement undermines its finality.
[9] The Plaintiff also contended that enforcing the Deed of Settlement over the High Court Order undermines the authority of the Court.
Arguments By The Defendants
[10] The Defendants contended the following:
a. The Deed of Settlement was a final and binding resolution of all disputes, executed with the consent of all parties. Clause 7 of the Deed of Settlement expressly states that it supersedes all prior arrangements, which includes the High Court Order.
b. Pursuant to Halsbury's Laws of England (4th Ed) Vol 37 and the case of Sambu (M) Sdn Bhd v. Stone World Sdn Bhd (formerly known as Kostone Sdn Bhd) & Anor ; , a settlement agreement supersedes all prior causes of action, including judicial orders.
c. The irrevocability of the Deed of Settlement is irrelevant. The Plaintiff argued that even in Professor Dato' Dr Sellappan s/o Subbiah , the Court held that settlement agreements aim to achieve a full, final and conclusive resolution of disputes.
d. The Plaintiff, having accepted the terms of the Deed of Settlement and the withdrawal of the Defendants' appeals, cannot now seek to revive the High Court Ord
