JUDGMENT

Abdul Malik Ishak J:

Introduction

By way of prayer (a) of enclosure (1), the plaintiff seeks to remove the private caveat entered by the defendant on 17 March 2003 on the property held under HS(D) 48466, No: Lot 47973, Mukim Kuala Lumpur wherein one unit of a double storey link house stands bearing an address at Lot 25, Jalan 39/70A, Desa Sri Hartamas 50480 Kuala Lumpur measuring 153.285 square meters in area (hereinafter referred to as the "property"). The plaintiff also seeks by way of prayer (b) of enclosure one (1) to prevent the defendant by himself or through his servant or agent from lodging any private caveat on the said property for the same reason and the plaintiff also seeks by way of prayer (c) of enclosure one (1) damages and such damages to be assessed by the senior assistant registrar and payable to the plaintiff together with costs as seen at prayer (d) of enclosure one (1) and any other order which the court deems fit and proper as reflected at prayer (e) of enclosure one (1).

Facts Of The Case

The plaintiff is the registered proprietor of the property. The shareholders of the plaintiff do not see eye to eye. Dispute has arisen from among the shareholders of the plaintiff. Four out of the five shareholders entered into an agreement which was recorded as the settlement agreement. The agreement styled as the settlement agreement was dated 13 December 2001 and it can be seen in exh. "A4" of encl. 2.

Now, the principal terms of the settlement agreement are for Loi Tek Huat and Loi Teak Ping to purchase the shares of Wong Min Ngik and the defendant in the plaintiff (hereinafter referred to as the "share sale"). The purchase price for the shares would be determined by the valuation exercise by the accountant named in the settlement agreement.

I will now refer to the relevant clauses in the settlement agreement. Clause 3.1 of the settlement agreement states as follows:

In consideration of the premises herein contained, the parties hereto hereby agree to fully and finally settle the disputes in the petition, the civil suit and the counterclaim as follows:

3.1.1. Loi Tek Huat and Loi Teak Ping hereby agree to purchase and Loi Teak Kuong and Wong Min Ngik hereby agree to sell their entire shareholding and beneficial interests in the companies at the share sale price to be determined pursuant to the terms and conditions as agreed between the parties subject to clause 5.3.

3.1.2. Loi Tek Huat and Loi Teak Ping hereby agree to purchase and Loi Teak Kuong and Wong Min Ngik hereby agree to sell their entire equity and beneficial interests in Central Electric Co at the equity sale price to be determined pursuant to the terms and conditions as agreed between the parties subject to clause 5.3.

Clause 4.1 of the settlement agreement stipulates as follows:

The parties hereby agree to appoint the accountant, to conduct the following upon the terms and conditions as stated herein:

4.1.1. To forthwith commence the valuation exercise on the companies and Central Electric Co wherein the required consents of each and every respective company and the Central Electric Co vide their respective board of directors' resolutions and authorisation letter of the Central Electric Co have been obtained, to facilitate the full inspection of their books, financial accounts and all other relevant documents.

The settlement agreement defines the words "share sale price" as "the consideration to be paid by Loi Tek Huat and Loi Teak Ping for the purchase of the shareholding of Loi Teak Kuong and Wong Min Ngik which amount shall be the equivalent of 28% and 16% respectively of the net value of each company as determined pursuant to this agreement."

The settlement agreement further defines the phrase "valuation exercise" as "a complete valuation and due diligence audit exercise to be undertaken by the accountant for the purposes of this agreement". While the phrase "net value" is defined in the settlement agreement as "the net value of the compa