Asmah Musa JC:

GROUNDS OF JUDGMENT

INTRODUCTION

[1]This is an appeal arising from an interlocutory application wherein the Plaintiffs sought an injunction to restrain the Defendants from carrying out any business transactions, dealings, or utilisation of assets through Sixtyninez Development Sdn Bhd (“SDSB”) pending the disposal of the main suit.

[2]The injunction sought was wide in scope and effect. It sought, inter alia, to halt all transactions, dealings, permits, documents and assets of SDSB from the date of filing of the Writ of Summons until final disposal of the action.

[3]The Court dismissed the application for injunction. Dissatisfied, the Plaintiffs appealed to this decision.

[4]After considering the affidavits, submissions, and authorities cited by both parties, this Court is of the view that the application is devoid of merit. For reasons set out herein, the application is dismissed.

BACKGROUND FACTS

[5]The Plaintiffs commenced this action by way of Writ of Summons dated 9 October 2024, seeking, inter alia, declarations to invalidate a Share Acquisition Offer dated 6 June 2023, removal of the First Defendant as Managing Director, cancellation of shareholdings held by the Second Defendant, reinstatement of the Second Plaintiff as Managing Director, and damages.

[6]Central to the Plaintiffs’ claim is the assertion that they retained control, ownership, or beneficial interest in SDSB, and that the Defendants had misused SDSB in breach of the Share Acquisition Offer.

[7]The Defendants, on the other hand, contended that the Plaintiffs had resigned as directors years earlier, had divested all their shareholdings, and that SDSB was lawfully acquired and managed by the Defendants.

[8]The Plaintiffs subsequently filed the impugned Notice of Application seeking interlocutory injunctive relief to restrain the Defendants from operating SDSB pending trial.

ISSUES FOR DETERMINATION

[9]The issues arising for determination in this appeal are as follows:

i.Whether the Plaintiffs have established a bona fide serious question to be tried;

ii.Whether the Plaintiffs possess locus standi and a valid cause of action capable of sustaining injunctive relief;

iii.Whether damages would be an adequate remedy;

iv.Where the balance of convenience lies; and

v.Whether the injunction sought is just and equitable in the circumstances.

APPLICABLE LEGAL PRINCIPLES

[10]The principles governing the grant of interlocutory injunctions are well settled in Malaysian jurisprudence and have been consistently applied following American Cyanamid Co v Ethicon Ltd .

[11]In Malaysia, these principles have been authoritatively articulated in Keet Gerald Francis Noel John v Mohd Noor bin Abdullah & Ors , where the Court of Appeal laid down a structured inquiry to be undertaken by a judge hearing an injunction application.

[12]These principles were reaffirmed by the Federal Court in Lian Keow Sdn Bhd & Anor v Overseas Credit Finance (M) Bhd & Ors , and further explained in Sivaperuman v Heah Seok Yeong Realty Sdn Bhd .

[13]More recently, the High Court in GCH Retail (Malaysia) Sdn Bhd v Pacific Trustee Bhd Scomi Group Bhd v Gelombang Global Sdn Bhd & Anor bona fide serious issue must be evaluated against the factual matrix disclosed in the affidavits.

ISSUE 1: SERIOUS QUESTION TO BE TRIED

[14]The Plaintiffs argued that the alleged misuse of SDSB, breach of the Share Acquisition Offer, and purported fraud constituted serious issues warranting trial.

[15]This Court is unable to agree.

[16]The Defendants adduced uncontroverted documentary evidence demonstrating that:

a.The Second Plaintiff resigned as director in 2018;

b.The First Plaintiff ceased to be a director in 2022;

c.All shareholdings in SDSB had been transferred prior to the acquisition by the Defendants; and

d.The Plaintiffs had no legal or beneficial interest in SDSB at the material time.

[17]These corporate changes were effected through proper statutory filings with the Companies Commission of Malaysia.

[18]The Plaintiffs’ assertion