Ahmad Sahrin Bin Hussin v Muhammad Bin Abdullah (BA-22NCvC-404-10/2024)

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.

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. 02/01/2026 08:41:33

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

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.

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.

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.

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.

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

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.

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 [1975] AC 396.

In Malaysia, these principles have been authoritatively articulated in Keet Gerald Francis Noel John v Mohd Noor bin Abdullah & Ors [1995] 1 MLJ 193, where the Court of Appeal laid down a structured inquiry to be undertaken by a judge hearing an injunction application.

These principles were reaffirmed by the Federal Court in Lian Keow Sdn Bhd & Anor v Overseas Credit Finance (M) Bhd & Ors [1982] 2 MLJ 162, and further explained in Sivaperuman v Heah Seok Yeong Realty Sdn Bhd [1979] 1 MLJ 150.

More recently, the High Court in GCH Retail (Malaysia) Sdn Bhd v Pacific Trustee Bhd [2021] MLJU 185 and Scomi Group Bhd v Gelombang Global Sdn Bhd & Anor [2020] MLJU 495 emphasised that the existence of a bona fide serious issue must be evaluated against the factual matrix disclosed in the affidavits.

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

This Court is unable to agree.

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.

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

The Plaintiffs’ assertion of continued control or interest is contradicted by official records. As emphasised in Scomi Group Bhd v Gelombang Global Sdn Bhd [2020] MLJU 495, the Court must assess whether the facts disclose a genuine issue rather than speculative allegations.

Bare allegations of fraud, unsupported by cogent evidence, do not suffice. The Plaintiffs failed to establish a credible factual foundation linking the Defendants to any wrongdoing in the management of SDSB.

Accordingly, this Court finds that no bona fide serious question has been disclosed.

Injunctive relief is premised upon the existence of a legal or equitable right requiring protection.

The Defendants submitted, and this Court agrees, that the Plaintiffs lack locus standi, having divested all interests in SDSB years prior.

In Lian Keow Sdn Bhd v Overseas Credit Finance (M) Bhd [1982] 2 MLJ 162, the Federal Court stressed that an injunction S/N TxH6jjJgwkdjitmlhsfQ should not be granted where the plaintiff fails to demonstrate a right capable of protection.

The Plaintiffs’ attempt to characterise the dispute as a corporate governance issue does not alter the fundamental reality that they are strangers to SDSB at the material time.

Without locus standi, the application for injunction is legally untenable.

Even if a serious issue were to be assumed, the Plaintiffs must further demonstrate that damages would not be an adequate remedy.

The Plaintiffs failed to particularise any irreparable harm that could not be compensated by monetary damages.

As observed in Sivaperuman v Heah Seok Yeong Realty [1979] 1 MLJ 150, where damages are an adequate remedy, injunctive relief should not ordinarily be granted.

The Plaintiffs’ claims are fundamentally commercial in nature, involving alleged financial losses. Such losses, if proven, are quantifiable and compensable.

This Court therefore finds that damages would be an adequate remedy.

The balance of convenience decisively favours the Defendants.

Granting the injunction would effectively paralyse SDSB’s operations, causing disruption to ongoing business, third-party obligations, and regulatory compliance.

Conversely, refusal of the injunction causes no prejudice to the Plaintiffs, who have no operational involvement or proprietary interest in SDSB.

In Keet Gerald Francis Noel John v Mohd Noor bin Abdullah [1995] 1 MLJ 193, the Court of Appeal held that the Court must weigh the injustice likely to result from granting or refusing the injunction.

The injustice to the Defendants far outweighs any speculative prejudice claimed by the Plaintiffs.

Injunctions are equitable and discretionary remedies.

The Defendants contended that the Plaintiffs approached the Court with unclean hands, having failed to disclose material facts including payments received amounting to RM374,969.37.

Full and frank disclosure is a prerequisite for equitable relief.

In GCH Retail (Malaysia) Sdn Bhd v Pacific Trustee Bhd [2021] MLJU 185, the Court emphasised that lack of bona fides disentitles an applicant to injunctive relief.

This Court finds merit in the Defendants’ submission. The Plaintiffs’ omissions further militate against the grant of injunction.

Having considered the totality of the evidence, submissions, and authorities cited by the parties, this Court finds that: a. No bona fide serious question has been disclosed; b. The Plaintiffs lack locus standi; c. Damages are an adequate remedy; d. The balance of convenience favours the Defendants; and e. The equitable discretion of the Court ought not to be exercised in favour of the Plaintiffs.

The appeal is hereby dismissed with no order as to cost. Dated this 29th December 2025 -sgd- ………………………………….. Datin Asmah binti Musa Pesuruhjaya Kehakiman Mahkamah Tinggi Malaya Mahkamah Tinggi Shah Alam Counsel for Appellant : Mr. Saravanan KM Veerappan Messrs. Saravanan Veerappan & Co. Counsel for Respondent : Mr. Aizat Lukman