Accord Edge (M) Sdn. Bhd. v Halaman Unggul Sdn. Bhd. (BA-24NCvC-2388-10/2025)

ACCORD EDGE (M) SDN BHD [No Syarikat: 200601024294 (744048-P)]

TETUAN TEO & CHEW ... PLAINTIF-PLAINTIF

HALAMAN UNGGUL SDN BHD [No Syarikat: 200701020432 (778448-W)] 24/04/2026 09:15:41 BA-24NCvC-2388-10/2025 Kand. 39

TIMUR PROPERTY SDN BHD (dahulunya dikenali sebagai Halaman Group Development Sdn Bhd) [No Syarikat: 202201003488 (1449185-P)] ... DEFENDAN-DEFENDAN DAN WONG HOW HUA (No K/P: 620715-03-5133) … PENCELAH YANG DICADANGKAN GROUNDS OF JUDGMENT Introduction [1] Enclosure 15 is the Notice of Application dated 13.10.2025 by the proposed intervener, Datuk Wong How Hua (“the Proposed Intervener”) to be given leave to intervene and be added as a defendant pursuant to Order 15 Rule 6 or Order 15 Rule 8 of the Rules of Court 2012. [2] After perusal of the cause papers and upon hearing submissions by the counsels, I have allowed Enclosure 15 based on the reasons which I shall explain hereafter. Background facts [3] By a sale and purchase agreement dated 17.8.2023 (“the Sale & Purchase Agreement”) made between the first plaintiff, Accord Edge (M) Sdn Bhd (“the 1st Plaintiff”) and the first defendant, Halaman Unggul Sdn Bhd (“the 1st Defendant”), the 1st Plaintiff has agreed to sell and the 1st Defendant has agreed to purchase four (4) pieces of land as follows: -

(a) GRN 23270, Lot 3673, Mukim Maka, Jajahan Tanah Merah, Kelantan (“Lot 3673”);

(b) GRN 51286, Lot 21213, Mukim Maka, Jajahan Tanah Merah, Kelantan (“Lot 21213”);

(c) GRN 51287, Lot 21214, Mukim Maka, Jajahan Tanah Merah, Kelantan (“Lot 21214”);

(d) GRN 51342, Lot 22383, Mukim Maka, Jajahan Tanah Merah, Kelantan (“Lot 22383”). (Lot 3673, Lot 21213, Lot 21214 and Lot 22383 shall be collectively called “the Property”). [4] The purchase price for the Property is Ringgit Malaysia Twenty-Five Million Seven Hundred Twenty-Six Thousand One Hundred Seventy-Nine and Sen Ninety-Eight (RM 25,726,179.98) only (“the Purchase Price”). [5] The deposit sum amounting to Ringgit Malaysia Two Million Five Hundred Seventy-Two Thousand Six Hundred Seventeen and Sen Ninety-Nine (RM 2,572,617.99) only (“the Deposit Sum”) has been paid by the 1st Defendant as follows: -

(a) Ringgit Malaysia Five Hundred Fourteen Thousand Five Hundred Twenty-Three and Sen Sixty (RM 514,523.60) only (“the Earnest Deposit”) has been paid by the 1st Defendant to the 1st Plaintiff prior to the execution of the Sale & Purchase Agreement;

(b) Ringgit Malaysia One Million Two Hundred Eighty-Six Thousand Three Hundred and Nine (RM 1,286,309.00) only (“the Balance Deposit”) has been paid by the 1st Defendant to the second plaintiff, Messrs Teo & Chew (“the 2nd Plaintiff”) (who is the 1st Plaintiff’s solicitor) upon the execution of the Sale & Purchase Agreement; and

(c) Ringgit Malaysia Seven Hundred Seventy-One Thousand Seven Hundred Eighty-Five and Sen Thirty-Nine (RM 771,785.39) only (“the Retention Sum”) has been paid by the 1st Defendant to the 1st Defendant’s solicitor, Messrs H. S. Lim & Malik (“the 1st Defendant’s Solicitor”) as stakeholder upon the execution of the Sale & Purchase Agreement. [6] The Sale & Purchase Agreement is subject to the following terms: -

(a) The Sale & Purchase Agreement is conditional upon certain conditions (“the Condition Precedent”) being fulfilled within twelve (12) months from the date of the Sale & Purchase Agreement (“the Conditional Date”);

(b) The Sale & Purchase Agreement shall become unconditional on the date which the last of the Condition Precedent is fulfilled or obtained; and

(c) If any of the Condition Precedent is rejected or not obtained by the Conditional Date, then the Sale & Purchase Agreement shall be deemed terminated. [7] However, the Condition Precedent was rejected and the Sale & Purchase Agreement has been terminated. As such, the Plaintiffs are now required to release the Earnest Deposit and the Balance Deposit to the 1st Defendant. [8] However, the Plaintiffs have received the following competing claims in respect of the Earnest Deposit and the Balance Deposit: -

(a) The letter from the 1st Defendant Solicitor dated 12.8.2025, requesting the Plaintiffs to deposit the Earnest Deposit and the Balance Deposit into the 1st Defendant’s Solicitor’s Public Islamic Bank Berhad’s account no 3820- 4819-20;

(b) The letter from the 1st Defendant dated 13.8.2025 (signed by the Proposed Intervener), to inform that the 1st Defendant had terminated the services of the 1st Defendant’s Solicitor;

(c) The letter from the 1st Defendant dated 18.8.2025 (signed by the director, Mr Sim Leong Yew), disputing the authority of the Proposed Intervener to act on behalf of the 1st Defendant;

(d) The letter from the second defendant, Timur Property Sdn Bhd (“the 2nd Defendant”) dated 18.8.2025, requesting the Plaintiffs to deposit the Earnest Deposit and the Balance Deposit into the 2nd Defendant’s Ambank (M) Berhad’s account no 888-1047-488-083;

(e) The letter from the 1st Defendant’s new solicitor, Messrs K H Chong & Associates (“the 1st Defendant’s New Solicitor”) dated 20.82025, to inform that they have instructions to accept the refund of the Earnest Deposit and the Balance Deposit.

(f) The letter from the 2nd Defendant’s Solicitor, Messrs Sia Siew Mun & Co (“the 2nd Defendant’s Solicitor) dated 20.8.2025, requesting the Plaintiffs not to release the Earnest Deposit and the Balance Deposit at any third parties,

(g) The letter from the 1st Defendant dated 21.8.2025 (signed by the Proposed Intervener), requesting the Plaintiffs to deposit the Earnest Deposit and the Balance Deposit into the 1st Defendant’s Maybank Islamic Berhad’s account no 5530-1059-3678. [9] Due to these disputes, the Plaintiffs have commenced the Originating Summons in Enclosure 1 (“the OS”) to resolve the competing claims by the 1st Defendant and the 2nd Defendant. [10] However, before the hearing of the OS, the Proposed Intervener has applied in Enclosure 15 to be given leave to intervene and be added as a defendant. [11] Enclosure 15 is opposed by the 2nd Defendant only. The 1st Defendant is not opposing to Enclosure 15. Summary of the Proposed Intervener’s case (in supporting Enclosure 15) [12] The Proposed Intervener explains that he is the sole shareholder of the 1st Defendant. The Proposed Intervener was also a director of the 1st Defendant, until he resigned on 25.6.2025. [13] The Proposed Intervener also points out that there is a related sale and purchase agreement dated 17.8.2023 (“the 2nd Sale & Purchase Agreement”) made between the 1st Plaintiff and W&T Plumbing Sdn Bhd (“W&T Plumbing”), whereby the 1st Plaintiff has agreed to sell and W&T Plumbing has agreed to purchase seven hundred thirty three (733) pieces of land (“the 2nd Property”). [14] The Proposed Intervener had (in his capacity as the shareholder) issued the letter dated 21.8.2025 to request for the refund of the Earnest Deposit and the Balance Deposit into the 1st Defendant’s Maybank Islamic Berhad’s account no 5530- 1059-3678. [15] However, after the Proposed Intervener issued the letter dated 21.8.2025, the 2nd Defendant commenced a legal action on 27.8.2025 against the Proposed Intervener, the 1st Defendant and W&T Plumbing at the Shah Alam High Court Suit No BA- 22NCvC-385-08/2025 (“Suit 385”). [16] On 23.10.2025, the Proposed Intervener was reappointed as a director of the 1st Defendant. The then director, Mr Sim Leong Yew, was removed as a director in the extraordinary general meeting. [17] After the Proposed Intervener was reappointed as a director, he discovered that the previous director, Mr Sim Leong Yew had opened the AmBank (M) Berhad’s account no 888-1047-488- 083 and had instructed the Plaintiffs to refund the Earnest Deposit and the Balance Deposit into the said AmBank (M) Berhad’s account. [18] The Proposed Intervener submits the decision of the OS will directly affect the Proposed Intervener’s rights and interests as a shareholder of the 1st Defendant. The Proposed Intervener also argues that the issues in the OS are also connected with Suit 385, which the Proposed Intervener is a party to. Summary of the 2nd Defendant’s case (in opposing Enclosure 15) [19] The 2nd Defendant had already commenced Suit 385 against the Proposed Intervener and the 1st Defendant. Therefore, the 2nd Defendant argues that there is no necessity for the Proposed Intervener to be added as a party to the OS as the Proposed Intervener is not directly affected by the outcome of the OS. [20] The 2nd Defendant also argues that the Proposed Intervener is also not a party to the Sale & Purchase Agreement. As a mere shareholder, the Proposed Intervener cannot assert any personal claim over the Earnest Deposit and the Balance Deposit. The outcome of the OS will only decide whether the Earnest Deposit and the Balance Deposit should be given to the 1st Defendant or the 2nd Defendant. [21] The 2nd Defendant submits that the Proposed Intervener has failed to show that his legal interest is affected by the outcome of the matter. A mere commercial interest does not justify intervention or joinder as a party. [22] The 2nd Defendant also submits that the Proposed Intervener’s basis for intervention stems entirely from allegations relating to Suit 385. Therefore, the proper forum for the Proposed Intervener to ventilate his argument would be at Suit 385. [23] As such, the 2nd Defendant states that there is no necessity for the Proposed Intervener to be added as a party to the OS which will only end up complicating the matter. Findings by the Court [24] The 2nd Defendant had argued at lengths that the Proposed Intervener is not a party to the Sale & Purchase Agreement and is therefore not directly affected by the interpleader proceeding. The 2nd Defendant had also argued that the Proposed Intervener has no legal interest and that commercial interest is not sufficient. [25] In support of the 2nd Defendant’s argument, the 2nd Defendant had relied on the case of Maju – TH Sdn Bhd (Lembaga Tabung Haji, proposed intervener) [2025] 8 MLJ 875, where the High Court held that a party may be added if his “legal interest” will be affected, but not if his “commercial interest” alone would be affected. [26] In addition, the 2nd Defendant had also relied on the authorities of Mega Forest Plantation Management Sdn Bhd v Pengarah Perhutanan Negeri Selangor & Ors [2021] 4 MLJ 323 and Mak Siew Wei v Yeah Eng Kong and other appeals [2020] 1 MLJ 258, which states that shareholders have no legal interests in the assets of the company and that the loss suffered by the shareholder are reflective losses. [27] However, I am not prepared to accept the approach taken by the 2nd Defendant. I am also not prepared to accept the 2nd Defendant’s argument that the Proposed Intervener should ventilate his case in Suit 385. In Suit 385, the 2nd Defendant had sued the Proposed Intervener, the 1st Defendant and W&T Plumbing. This in itself is quite telling of the underlying connection between the OS and Suit 385. The courts have allowed parties to intervene depending on the circumstance of the case, including one where a person’s commercial interest is affected. [28] In Pegang Mining Co Ltd v Choong Sam & Ors [1969] 2 MLJ 52, Lord Diplock, in delivering the judgment of the Privy Council, set out the test for leave to intervene as follows: - “It has sometimes been said that a party may be added if his legal interests will be affected by the judgment in the action but not if his commercial interests only would be affected. While their Lordships agree that the mere fact that a person is likely to be better off financially if a case is decided one way rather than another is not sufficient ground to entitle him to be added as a party, they do not find the dichotomy between ‘legal’ and ‘commercial’ interests helpful. A better way of expressing the test is: will his rights against or liabilities to any party to the action in respect of the subject matter of the action be directly affected by any order which may be made in the action?” [29] In Arab Malaysian Merchant Bank Bhd v Jamaludin bin Dato’ Mohd Jarjis [1991] 2 MLJ 27, the Supreme Court decided that one of the class of cases which allow intervention by persons not parties is where the proprietary or pecuniary rights of the intervener are directly affected by the proceedings or where the intervener may be rendered liable to satisfy any judgment either directly or indirectly. [30] Similarly, in Kathleen Wong Chuin Ling v Justin Law Jun Ming [2024] MLJU 150, the court has laid down the following principles in determining an application for leave to intervene: - “[15] A person who is not a party:

(a) May be added as a Respondent against the wishes of the plaintiff either on the application of the defendant or on his own intervention, or in rare cases by the court of its own motion under O.15, r. 6(2) RC 2012.

(b) The jurisdiction of the court under this rule is entirely discretionary: Ramachandran s/o Appalanaidu & 107 Ors v Dato Bandar Kuala Lumpur & Anor [2012] 6 AMR 124; [2012] 6 MLJ 519, CA, observed that the power of the court to join a party to an action as “a matter of the court’s discretion in the totality of the circumstances” and “ultimately depends on the factual matrix before the court”.

(c) Premised on O.15, r 6(2) (b)(i) RC 2012, a person may be added as a party if it can be shown the person is directly affected, either legally or financially, by any order which may be made in the action: Privy Council in Pegang Mining Co Ltd V Choong Sam [1969] 2 MLJ 52, PC. The Privy Council in Pegang Mining formulated the approach as follows, “will his rights against or liabilities to any party to the action in respect of the subject matter of the action be directly affected by an order which may be made in the action?”

(d) The approach formulated in Pegang Mining has been adopted in numerous decisions, among others in Tohtonku Sdn Bhd v Superace (M) Sdn Bhd [1992] 2 MLJ 63; [1992] 1 CLJ 344, SC; Soo Hong & Leong Kew Moi v United Malayan Banking Corp Bhd & Anor [1997] 1 MLJ 690, CA.

(e) O.15, r 6(2) (b) RC 2012 confers a more comprehensive power on the court to add a person as a party where a question or issue arising out of or relating to or connected with any relief or remedy claimed in the action may exist that it would be just and convenient to determine between him and that party as well as between the parties to the action.” [31] I find it is hard to accept that the Proposed Intervener is not related to or connected with any relief or remedy claimed in the OS. The facts show that: -

(a) The Sale & Purchase Agreement is made between the 1st Plaintiff and the 1st Defendant;

(b) The Deposit Sum has been paid by the 1st Defendant;

(c) The Proposed Intervener is the director and shareholder of the 1st Defendant;

(d) The 1st Defendant (via the Proposed Intervener) had requested for the Retention Sum to be deposited into the Maybank Islamic Berhad’s account no 5530-1059-3678;

(e) The Proposed Intervener has also discovered that the previous director, Mr Sim Leong Yew, had opened the bank account with AmBank (M) Berhad account no 888- 1047-488-083 and had instructed the Plaintiffs to refund the Earnest Deposit and the Balance Deposit into the said AmBank account;

(f) To top this all, the 2nd Defendant commenced Suit 385 against the Proposed Intervener. [32] As such, I accept the Proposed Intervener’s submission that the proceedings and finding of the OS has a direct legal effect on the Proposed Intervener’s rights and interest. There are numerous questions and issues in the OS arising out of, or relating to, or connected with Suit 385, to which the Proposed Intervener is a party to. [33] In reaching my decision, I am guided by the Court of Appeal’s decision in Soo Hong & Leong Kew Moi & Ors v United Malayan Banking Corp Bhd & Anor [1997] 1 MLJ 690, wherein the Court of Appeal, in setting aside the High Court’s orders and allowing the appellant’s appeal to intervene, said: - “This is only the application to intervene and the issues would eventually have to be argued and determined. It is our thinking that in the circumstances of this case and considering the case and text authorities cited, the appellants should be given the opportunity to sort the matter out. We, therefore, do not agree with the conclusion of the learned trial judicial commissioner that ‘the presence of the applicants will not only protract the proceedings, but also complicate the issue unnecessarily.” Conclusion [34] Accordingly, for the reasons above, Enclosure 15 is allowed with costs in the cause. Dated the 24th April 2026. (SEOW HOCK PENG) JUDICIAL COMMISSIONER HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Counsel: For the Plaintiff : Samuel Lim You En (Messr H S Lim & Malik) For the 1st Defendant : Chin Jing Shen (Messrs JS Chin & Co.) For the 2nd Defendant : Sew Chang Peng (Messrs Sia Siew Mun) For the Proposed Intervener : Emily Chua Yan Feng (Messrs KH Wong & Co.) Case Reference:

Maju – TH Sdn Bhd (Lembaga Tabung Haji, proposed intervener) [2025] 8 MLJ 875

Mega Forest Plantation Management Sdn Bhd v Pengarah Perhutanan Negeri Selangor & Ors [2021] 4 MLJ 323

Mak Siew Wei v Yeah Eng Kong and other appeals [2020] 1

Pegang Mining Co Ltd v Choong Sam & Ors [1969] 2 MLJ 52

Arab Malaysian Merchant Bank Bhd v Jamaludin bin Dato’ Mohd Jarjis [1991] 2 MLJ 27

Kathleen Wong Chuin Ling v Justin Law Jun Ming [2024] MLJU 150

Soo Hong & Leong Kew Moi & Ors v United Malayan Banking Corp Bhd & Anor [1997] 1 MLJ 690