JUDGMENT

John Lee Kien How @ Mohd Johan Lee J:

Introduction

[1] This written judgment concerns two distinct applications brought pursuant to ss 256 and 257 of the National Land Code 1965 ("NLC"), wherein the plaintiff, as chargee, seeks Orders for Sale in respect of the charged properties. The applications, filed vide KA-24FC-10-02/2025 ("Suit 10") and KA-24FC-11-02/2025 ("Suit 11"), were heard together by consent, as they arise from substantially identical factual circumstances and involve common questions of law.

[2] The Defendant, as chargor, resists both applications on grounds which may be broadly categorised as

(i) alleged non-compliance with statutory notice requirements under s 254 of the NLC, and

(ii) equitable considerations said to render the exercise of the chargee's power of sale unconscionable.

Brief Facts Of The Case

[3] There are 2 foreclosure applications. Suit 10 seeks an order for sale over the property identified as Hakmilik HS(D) 1840, PT 710 ("PT 710"), which is secured by the charge registered under Presentation No 7149/2024.

[4] Meanwhile, the second application, Suit 11 seeks the same relief over the adjacent property, Hakmilik HS(D) 1839, PT 709 ("PT 709"), which is secured by the separate charge registered under Presentation No 7150/2024 (collectively referred as "the Charged Properties").

[5] The Plaintiff asserts that the defendant has defaulted on the payment due under the terms of the Put and Call Option Agreement dated 5 January 2021 ("the Put and Call Option Agreement"), the First Supplemental Agreement dated 31 May 2022 ("the First Supplemental Agreement") and the Second Supplemental Agreement 13 December 2023 ("the Second Supplemental Agreement") (collectively referred as "the Agreements").

[6] The Put and Call Option Agreement and the First Supplemental Agreement were primarily executed between the plaintiff and Widad Business Group Sdn Bhd ("WBG").

[7] Meanwhile, the Second Supplemental Agreement specifically names the defendant/chargor and a guarantor, Tan Sri Muhammad Ikmal Opat bin Abdullah ("Tan Sri Ikmal") as the other parties alongside the plaintiff and WBG.

[8] The Agreements and the charges over the Charged Properties were executed by the defendant/chargor as security for WBG's obligations. As stated in the affidavits in support of both Suit 10 and Suit 11, the following are the key terms of the Second Supplemental Agreement:

"5. Charge Over Charged Land

Clause 5.1: Simultaneously with the execution of this Second Supplemental Agreement, WBG hereby agrees, at the cost and expenses of the chargor, to procure that the chargor execute a National Land Code (Revised 2020) (Act 828) charge over the Charged Land in favour of PERKESO as security for the full settlement of all amounts outstanding and payable by WBG and/or the guarantor to PERKESO under this Second Supplemental Agreement.

Clause 5.2: In the event of non-fulfilment of conditions precedent set out in cl 3 above and/or upon the occurrence of any of the events set out in cl 5.1(b) of the Put and Call Option Agreement (as amended and supplemented) or where WBG and/or the guarantor fails for any reason whatsoever to pay the entire or such portion of the Put Option Price and such other amounts outstanding and payable by WBG and/or the guarantor to PERKESO, PERKESO shall have the right to foreclose the Charged Land to recover the Put Option Price (as hereinafter defined) and all the amounts outstanding and payable to PERKESO under this Second Supplemental Agreement.

6.4 New cl 4A - Caveat And Charge Over Charged Land

Clause 6.4.1: A new cl 4A shall be inserted in the Put and Call Option Agreement and shall be read as follows:

Clause 4A 1: Simultaneously with the execution of the Second Supplemental Agreement, WBG and/or the guarantor hereby agrees, at the cost and expense of WBG and/or the guarantor, to procure the chargor to execute a National Land Code (Revised 2020) (Act 828) charge over the Charged Land in favour of PERKESO until the full settlemen