Yusrin Faidz Yusoff JC:

Introduction

[1] Enclosure 16 is an application by the 1st Defendant, Top Trident Traders Sdn Bhd ("D1"), for an order to stay the Originating Summons proceedings herein (Suit No WA- 24MFC-32-01/2023) pending the determination and disposal of two related suits, namely Suit No WA-22M-633-05/2023 and Suit No WA-22M-88-01/2023 ("Suits 633 and 88"), and further for the conversion of the present Originating Summons to a Writ action and for consolidation of all three suits. The Plaintiff, Bank Kerjasama Rakyat (M) Berhad, opposes both the stay and the conversion.

Background Facts

[2] The factual matrix underlying these proceedings spans over a decade of financing, settlement, enforcement and litigation history. The Plaintiff is a financial institution which had provided an Istisna' financing facility of approximately RM198,000,000.00 to Radiant Splendour Sdn Bhd ("RSSB") in 2008. The facility was secured by way of an absolute assignment over 80 condominium units in Palazzio Tower B, Kuala Lumpur.

[3] Following a default in 2012, the Plaintiff and RSSB entered into a First Settlement Agreement dated 19 April 2013, wherein RSSB agreed to a full and final settlement sum of RM195,261,725.00, and authorised the plaintiff to sell the condominium units at no less than RM700.00 per square foot. It is D1's case that the plaintiff breached this agreement by auctioning the units at 30% to 40% below the agreed price, thereby creating an artificial shortfall.

[4] Despite the alleged breach, the plaintiff obtained a Judgment in Default against RSSB on 29 April 2016 in Suit No WA-22M-48- 03/2016. Subsequently, a 2nd Settlement Agreement dated 7 May 2021 was entered into between the plaintiff, RSSB, certain guarantors and D1, who is a related company of RSSB. Under this agreement, the total settlement sum was reduced to RM12.2 million, and D1 agreed to allow the plaintiff to lodge a lien holder's caveat over its property, the subject matter of the present Suit 32, as collateral security.

[5] On 28 June 2022, the 2nd Defendant, Tengku Ngah Putra bin Tengku Ahmad Tajuddin ("D2"), paid a sum of RM1,100,000.00 as a 10% deposit for the purchase of D1's property, which is the subject of the plaintiff's lien holder's caveat. From this amount, RM770,000.00 was remitted to the plaintiff.

[6] D1 contends that by September 2022, only RM10,900,000.00 remained outstanding, and that RSSB had tendered full payment via cheque, which the plaintiff refused to accept without justification. Instead, the plaintiff commenced the present Originating Summons on 26 January 2023 seeking an order for sale of D1's land, and concurrently filed Suit 88 against the guarantors for over RM70 million.

[7] In response, RSSB and the guarantors filed Suit 633 on 22 May 2023, seeking, inter alia, a declaration that the First Settlement Agreement is valid and binding, that the plaintiff breached it, that the Judgment in Default ought to be set aside, and that the entire transaction be referred to the Shariah Advisory Council under s 56 of the Central Bank of Malaysia Act 2009.

[8] On 21 June 2023, D1 sought an order to stay Suit 32 pending the disposal of Suits 633 and 88, together with an application for the conversion and consolidation of all three suits. The hearing of this application was delayed for several reasons, including ongoing settlement discussions, the withdrawal of D1's solicitors, intervener's application to intervene (Enclosure 30), and intervener's application to cross-examine the deponent of the plaintiff's affidavit (Enclosure 40).

[9] Upon a careful consideration of the parties' submissions, affidavit evidence, and cited authorities, I delivered my decision on 17 September 2025. I found that it was appropriate and necessary, in the interests of fairness, procedural efficiency, and to avoid a multiplicity of proceedings, to grant a stay of the current proceedings. However, I was not persuaded that the circumstances justified converting the Origin