Atan Mustafa Yussof Ahmad J:

[1] This Originating Summons concerns the proper interpretation and implementation of a right of first refusal in a bancassurance agreement between the Plaintiff, Tokio Marine Life Insurance Malaysia Bhd ("TMLM"), and the Defendant, RHB Bank Berhad ("RHB"). The central issue is whether this right remains in force following RHB's conduct of a bid process for its future bancassurance arrangements, or whether the right has been discharged through RHB's actions. This matter raises important questions about the scope of first refusal rights in commercial contracts and the adequacy of steps taken to discharge such rights.

Background Facts

[2] On 29 December 2014, TMLM and RHB entered into a Bancassurance Arrangement Agreement ("Bancassurance Agreement') which replaced and superseded their earlier agreement dated 1 July 2010. Under the Bancassurance Agreement, RHB would distribute TMLM's conventional life insurance products through RHB's banking channels. The Bancassurance Agreement is for a term of 10 years commencing 1 January 2015 and expiring on 31 December 2024.

[3] Clause 3.2(b) of the Bancassurance Agreement provides that RHB grants TMLM a first rig