JUDGMENT

Choong Yeow Choy JC:

[1] Before the court is an application for a Fortuna injunction to restrain the presentation of a winding-up petition based on an alleged debt arising from a settlement agreement that was incorporated into a consent judgment. The central dispute revolves around whether the applicant's 8-day delay in making a milestone payment under the settlement agreement triggered a clause allowing the respondent to claim the full original outstanding sum rather than the discounted settlement amount. The application raises important questions about the legal effect of consent judgments, the interpretation of settlement agreements, and the circumstances under which the court will exercise its jurisdiction to restrain winding-up proceedings.

Background Facts

[2] The Plaintiff, Shapadu Marine Pte Ltd, and the Defendant, Hijayu Marine Services Sdn Bhd, entered into a Ship Management Agreement on 1 February 2021, whereby the Plaintiff appointed the Defendant to provide ship management services for the vessel "MV Berkat Tuah".

[3] On 7 February 2023, the Plaintiff commenced an Admiralty In Rem action against the vessel at the High court of Malaya at Kuala Lumpur. The vessel was arrested and placed under the custody of the Sheriff of the High court of Malaya on 8 February 2023 pursuant to a Warrant of Arrest issued on 7 February 2023. Subsequently, on 5 May 2023, the Plaintiff commenced an Admiralty In Personam action against the Defendant. Both suits were consolidated pursuant to a court order dated 24 July 2023.

[4] On 30 April 2024, the parties reached a Settlement Agreement ("Settlement Agreement') to resolve these disputes amicably. The parties agreed to a total Settlement Sum of RM7,200,000.00, which was to be paid by the Plaintiff to the Defendant. This Settlement Agreement was incorporated into a Consent Judgment recorded on the same date.

[5] The payment structure under the Settlement Agreement consisted of an initial payment of RM5,000,000.00 due immediately upon execution of the Settlement Agreement, followed by the remaining RM2,200,000.00 to be paid in four Payment Milestones:

a) First Payment Milestone: 25% or RM550,000.00 on or before 30 April 2024

b) Second Payment Milestone: 25% or RM550,000.00 on or before 31 July 2024

c) Third Payment Milestone: 25% or RM550,000.00 on or before 31 October 2024

d) Fourth Payment Milestone: 25% or RM550,000.00 on or before 31 December 2024

[6] The Settlement Agreement included a provision under cl 8 that allowed for a grace period of twenty-one days from the due date for payment, subject to a written request from the Plaintiff and the Defendant's approval.

[7] The Plaintiff made the initial payment of RM5,000,000.00 on 30 April 2024 as stipulated. The First Payment Milestone of RM550,000.00 was made on 21 May 2024. The Second Payment Milestone, due on 31 July 2024, was made on 8 August 2024. The Third Payment Milestone was made on 22 October 2024, ahead of its due date of 31 October 2024.

[8] On 9 August 2024, following the delayed Second Payment Milestone payment, the Defendant's solicitors sent a letter of demand to the Plaintiff's solicitors claiming an amount of RM4,275,399.37. On 28 August 2024, the Defendant issued a Statutory Notice under s 466(1)(a) of the Companies Act 2016 for the same amount.

[9] The Statutory Notice was served on the Plaintiff through two methods: by hand delivery to the Plaintiff's business address at Tingkat 9, Kompleks Campbell, 98 Jalan Dang Wangi, 50100 Kuala Lumpur on 30 August 2024 ("the Business Address"), and by registered post to the Plaintiff's registered address at Level 2, Lot 19, Lazenda Commercial Centre, Phase 3, 87000, Wilayah Persekutuan Labuan ("the Registered Adddress", which was received on 4 September 2024.

[10] On 30 September 2024, the Plaintiff filed an Originating Summons seeking a Fortuna injunction to restrain the Defendant from filing a winding-up petition based on the Statutory Notice. On 4 October 2024, the court granted an a