JUDGMENT

Collin Lawrence Sequerah JCA:

A) Introduction

[1] This is an appeal by the Appellants against the decision of the High Court dated 8 February 2024 which found the Appellants liable as claimed by the Respondent in Originating Summons WA-24NCC-1182-03/2024 dated 10 March 2023 ("OS") and which ordered inter alia, specific performance of a Memorandum of Deposit and a Deed of Undertaking and Indemnity, both dated 21 December 2016, and a mandatory injunction for the transfer of lands called the 'BSA Land' to the Respondent or the Respondent's appointed nominee.

B) Background Facts

[2] Sotella ("Respondent") is a company incorporated in Singapore. All 4 Appellants are companies incorporated in Malaysia.

[3] The 1st Appellant holds an approved property developer status by the Ministry of Finance Malaysia and MIDA of the Iskandar Development Region in the state of Johor.

[4] The 2nd and 3rd Appellants own 40% and 60% equity respectively in the 1st Appellant.

[5] The 4th Appellant is the registered proprietor of 4 parcels of freehold land ("BSA Land") in Johor which were pledged as third-party security for the due repayment of the monies to the Respondent pursuant to cl 9 of a Share Subscription Agreement.

[6] By a Share Subscription Agreement dated 21 December 2016 (SSA), Sotella (Respondent) subscribed to redeemable preference shares ("RPS") in Lextrend (1st Appellant).

[7] Shortly after execution, the SSA was varied by Letter of Agreement dated 5 January 2017 ("LA"). This was further varied by Supplemental Agreement dated 7 September 2021 (SA). Collectively, the three (3) documents are referred to as the Principal Agreements relating to Sotella's RPS investment in Lextrend.

[8] A Memorandum of Deposit dated 21 December 2016 ("MOD") was executed between Sotella of the one part and Lextrend, Bamboo Quest, UM Land & Seri Alam Properties (4th Appellants) of the other. By the MOD, as alluded to earlier, the BSA Land was essentially pledged as security for the Principal Agreements.

[9] A Deed of Undertaking and Indemnity dated 21 December 2016 ("DOU") was executed between Sotella of the one part, and Bamboo Quest and UM Land (2nd and 3rd Appellants) of the other.

[10] The pith of the dispute between the parties is that Sotella ("Respondent") claims that Lextrend (1st Appellant) is in breach and/or default of the Principal Agreements for failing to redeem and pay the redemption sums for its RPS in accordance with the Principal Agreements (Lextrend's Defaults).

[11] Clause 12.1 (a) and (d) of the SSA provides, inter alia, that if the 1st Appellant breaches its obligation under cl 9 of the SSA vis-à-vis the redemption of the RPS within the stipulated timeline, such a failure shall constitute an event of default.

[12] Clause 9.2 of the SSA provides that the 1st Appellant shall redeem the RPS within the specified timeline, as outlined in the agreement (subsequently amended through the Letter Agreement dated 5 January 2017 and Supplemental Agreement dated 7 September 2021).

[13] Clause 9.3 of the SSA states that "each redemption above must be effected on each of the redemption dates stipulated".

[14] The Respondent contended that since the 1st Appellant has failed to redeem the Plaintiff's RPS and/or make the required payments concerning the Unpaid Redemption Sum under cl 9.2 of the SSA, as amended by the Supplemental Agreement and the Letter of Agreement, this failure constitutes an event of default under cl 12 of the SSA.

[15] Sotella (Respondent) initiated various legal proceedings to seek redress in relation to Lextrend's Defaults which are as follows:

(i) Arbitration against Lextrend by way of Notice of Arbitration dated 27 February 2023 in accordance with cl 30 of the SSA (Arbitration Proceedings). In the Arbitration Proceedings, Sotella prays for, among others, declarations that Lextrend is bound by the Principal Agreements and has defaulted on its payment obligations, payment of the sums due from Lextrend, specific performance under the Principa