Mohamad Ariff JC:

1. INTRODUCTION

The Plaintiffs apply to this Court for an injunction under Section 11(1)

For present purposes, there are two relevant applications before this Court:

(a) Enclosure 3, which is the Plaintiffs’ application for an interlocutory injunction to restrain the 1st Defendant from calling upon or receiving the sum of RM10 million under the Bank Guarantee until the disposal of the Originating Summons in Enclosure 1;

(b) Enclosure 13, which is the 1st Defendant’s application to set aside the Order dated 17-12-2008 under which this Court had granted an interim injunction on an ex parte basis restraining the 1st Defendant from calling on the Bank Guarantee for 21 days from the date of the Order;

This interim injunction was extended by the consent of the parties on with the condition that the tenor of the Bank Guarantee would be extended until the disposal of the current applications.

I quote the relevant prayers in Enclosure 3:

“(2) On an inter-partes basis :-

(a) That the 1st Defendant, RAJA NORAINI BINTI RAJA DATUK NONG CHIK (NRIC No. 561015-10-6992), whether by herself, her agents, officers or servants, or any of them or otherwise howsoever be restrained and an injunction be granted restraining them from calling upon, demanding, receiving or utilizing the proceeds of such payment of the sum of RM10,000,000.00 or any sum whatsoever under the Bank Guarantee dated 29-2-2008 and numbered 363FG080008 issued by the 2nd Defendant, UNITED OVERSEAS BANK (MALAYSIA) BERHAD (Company No. 271809-K) until the determination and disposal of the Originating Summons herein;

(b) That the 2nd Defendant, UNITED OVERSEAS BANK (MALAYSIA) BERHAD (Company No. 271809-K), whether by themselves, their agents, officers or servants, or any of them or otherwise howsoever be restrained and an injunction be granted restraining them from relying/acting on, acceding to any demand for or effecting such payment of the sum of RM10,000,000.00 or any sum whatsoever under the Bank Guarantee dated 29-2-2008 and numbered 363FG080008 issued by the 2nd Defendant until the determination and disposal of the Originating Summons herein;

(c) That the costs of this application together with all incidental costs be taxed and paid to the Plaintiffs by the Defendants; and

(d) That such further or other relief be granted as this Honourable Court deems fit.”

The grounds in support of this application are stated in the following terms:

“(1) The 1st Defendant is not entitled to call upon the Bank Guarantee dated 29-2-2008 and numbered 363FG080008 issued by the 2nd Defendant as there has been fraudulent misrepresentations on the part of the 1st Defendant in securing the aforesaid Bank Guarantee vide the Share Sale Agreement dated 21-12-2007 and breaches of warranties covenanted therein;

(2) The 1st Defendant ought not to be unjustly enriched through the payment of RM10,000,000.00 or any sum whatsoever under the Bank Guarantee dated 29-2-2008 and numbered 363FG080008 issued by the 2nd Defendant nor be allowed to profit and enjoy any proceeds thereof;

(3) Resulting therefrom, any demand made by the 1st Defendant with relation to the Bank Guarantee dated 29-2-2008 and numbered 363FG080008 issued by the 2nd Defendant is fraudulent, unconscionable, lacking in bona fides and unenforceable as against the Plaintiffs;

(4) Accordingly, it is just and convenience that the Bank Guarantee dated 29-2-2008 and numbered 363FG080008 issued by the 2nd Defendant and the status quo be preserved and protected by injunctive relief until the determination and disposal of this action;

(5) Damages is not an adequate relief to the Plaintiffs;

(6) The Plaintiffs have shown that the balance of convenience lies in the Plaintiffs’ favour and damages is not an adequate remedy, and the Plaintiffs have also provided an undertaking as to damages...”

2. THE BACKGROUND FACTS

By a Share Sale Agreement dated 21-12-2007, the 1st Plaintiff contracted with the 1st Defendant to purchase 76% of the shares in each of the f