Mohd Yunos Bin Malek v Abdul Majid Bin Mohd Zin (JA-22NCvC-45-04/2025)

MOHD YUNOS BIN MALEK [NRIC No. : 631118-01-5461]

MOHD HASSAN BIN MADON [NRIC No. : 630521-01-6005]

MOHAMMED OMAR BIN MADON [NRIC No. : 620627-01-6055] …PLAINTIFFS

ABDUL MAJID ZIN BIN MOHD ZIN [NRIC No. : 631001-71-5165]

LEE LAI HUAT [NRIC No. : 640510-01-5057] 01/01/2026 17:52:54 JA-22NCvC-45-04/2025 Kand. 69 S/N exP7TWkb40qI2kyyRzIBvw

MAJU CONSTRUCTION & DEVELOPMENT SDN BHD [COMPANY No. : 201501022214] …DEFENDANTS GROUNDS OF JUDGMENT (Enclosure 51)

This is the Plaintiffs’ application for interlocutory injunctive relief against the First Defendant (“D1”). In substance, the Plaintiffs seek to restrain D1, pending trial, from acting unilaterally on behalf of the Third Defendant (“D3”), in relation to a proposed Sale and Purchase Agreement (“SPA”) and/or settlement arrangement with YPJ Plantations Sdn Bhd (“YPJP”).

The Plaintiffs’ application is supported by the affidavit of the First

Plaintiff (“P1”) in Enclosure 52, further affidavit in reply in Enclosure The Defendants oppose the application through affidavit in Enclosure 56.

The hearing was fixed on 29 October 2025. Plaintiffs relies on oral submissions, as well as its written submissions and the bundle of authorities in Enclosure 59 and 60, while the Defendants did not file written submissions, instead, they relied on oral argument. The S/N exP7TWkb40qI2kyyRzIBvw decision was adjourned to 4 November 2025 and the Court now delivers its decision.

D3 is a private limited company. Its only substantial asset is a Development Agreement dated 7 November 2016 (“the Development Agreement”) with YPJP in respect of land in Mukim Ulu Sungai Johor, Kota Tinggi, Johor. Those development rights are the core value of

The Plaintiffs and D1 are directors and shareholders of D3. The Plaintiffs aver that they are the true majority and that D1 is a minority. D2 claims a position based on a proposed acquisition of shares and appointment as director, but any such appointment has been restrained by this Court’s earlier injunction of 29 April 2025 and is disputed in the main action.

The Plaintiffs allege that D1 procured the issuance of 895,000 new shares in D3 in his own favour without proper approval. They say this was done without a valid board resolution, without their knowledge, and had the effect of diluting their collective shareholding from about 82.5% to 17.5%. The validity of that share issuance is directly in dispute in the main suit.

Separately, on 6 August 2025 there was a meeting at the State Legal Adviser’s Office involving D1, YPJP and others regarding a proposed S/N exP7TWkb40qI2kyyRzIBvw settlement of disputes between D3 and YPJP. The Plaintiffs allege that D1 proposed terms which would involve, among other things, withdrawing D3’s damages assessment claim and dealing with development land via an SPA, in a manner prejudicial to D3. The Plaintiffs say they were not consulted, were not shown any draft SPA or board resolution, and did not authorise any such settlement.

By letters dated 26 August 2025, 22 September 2025 and 24 September 2025, the Plaintiffs’ solicitors objected and demanded disclosure. No draft SPA or formal resolution approving any settlement was produced. On 26 September 2025, D1 caused D3’s application for assessment of damages in related proceedings to be withdrawn. On the same date, P1’s attempt to intervene in those proceedings was dismissed.

Plaintiffs, via Enclosure 51, now asks this Court to restrain D1 from, among other things, executing or approving any SPA or settlement with YPJP; approving or implementing resolutions to give effect to such arrangements; and exercising the disputed 895,000 shares to pass or vote on any resolution concerning those matters, pending trial.

The Defendants submit that this injunction is an attempt by the Plaintiffs to interfere with the “Perjanjian Pembangunan” / Development Agreement between D3 and YPJP, even though the Plaintiffs themselves are not parties to that agreement.

They rely in particular on a letter exhibited as ‘MYM-6’ (in Enclosure 52), issued by YPJP to D3, which records that YPJP and D3 had S/N exP7TWkb40qI2kyyRzIBvw agreed to sign the Sale and Purchase Agreement and to discontinue the earlier suit involving the Development Agreement. Counsel for the Defendants argues that a settlement has already been reached and the previous High Court and Court of Appeal matters have been withdrawn; therefore, this Court should not now “undo” that settlement or prevent performance of that settlement.

The Defendants further contend that, –

if this Court grants the injunction, it will unfairly interfere with YPJP’s rights;

the Plaintiffs’ failed intervention on 26 September 2025 shows this matter has effectively been dealt with; and

there is no longer any “serious issue” because the dispute between D3 and YPJP has been settled.

In law, the Defendants rely on –

Asia Commercial Finance (M) Bhd v Kawal Teliti Sdn Bhd [1995] 3 MLJ 189 (res judicata / cannot re-litigate);

subsection 54(a) of the Specific Relief Act 1950 [Act 137] (a non-party cannot restrain performance of a contract); and

Ulimas Sdn Bhd v Hi-Summit Construction Sdn Bhd and other appeals [2017] 2 MLJ 153 (the Court should not interfere with internal corporate affairs / management decisions). S/N exP7TWkb40qI2kyyRzIBvw

On that basis, the Defendants submit that Enclosure 51 should be dismissed.

The Plaintiffs submitted that the Defendants have misunderstood the relief. The Plaintiffs expressly state that they are not asking this Court to reopen or set aside what has already occurred between D3 and YPJP and they are not asking this Court to restrain YPJP from performing a concluded settlement.

Rather, the Plaintiffs say the complaint is prospective and internal, that P1, as a director, is being excluded, while D1 purports to bind D3 alone. The Plaintiffs’ case is that D1 must not be allowed to “treat the company as his own sole proprietorship”, and must not continue to act unilaterally, especially by relying on disputed shares and to commit D3 to future obligations or dispositions of its only asset without proper board participation.

It is trite that the function of the interlocutory injunction is to preserve the status quo so that the rights of the parties may be determined at trial without irreparable prejudice.

The applicable test is settled in Keet Gerald Francis Noel John v Mohd Noor bin Abdullah & Ors [1995] 1 MLJ 193 and Alor S/N exP7TWkb40qI2kyyRzIBvw Janggus Soon Seng Trading Sdn Bhd & Ors v Sey Hoe Sdn Bhd & Ors [1995] 1 MLJ 241. The Court considers the following –

is there a serious issue to be tried?

does the balance of convenience and justice favour granting interim relief?

is preservation of the status quo necessary?

Serious Issue to be Tried

The Plaintiffs raise two main strands of dispute, that are –

the alleged irregular and unauthorised issuance of the 895,000 shares to D1, which if proven affects control of D3; and

the allegation that D1 has been and intends to continue acting unilaterally in matters involving D3’s only substantial asset, namely the Development Agreement/SPA with YPJP, without P1’s participation as co-director and without any board mandate.

Those allegations, on affidavit, are not frivolous. They go to the core questions of fiduciary duty, corporate authority and whether D1 is acting ultra vires. Accordingly, this Court is satisfied they amount to a serious issue to be tried. S/N exP7TWkb40qI2kyyRzIBvw

These issues have been ventilated in the earlier affidavits at Enclosures 10, 15, 19–23, which remain part of the record. Their conflicting narratives underscore that these are matters for full trial, not summary determination at this interlocutory stage.

The Defendants submitted that res judicata applies, relying on Asia Commercial Finance (M) Bhd v Kawal Teliti Sdn Bhd [1995] 3 MLJ 189. In that Federal Court decision, the borrower first brought an originating motion seeking damages for the financier’s refusal to release a loan; that application was dismissed on the merits and the dismissal was affirmed on appeal. The borrower then filed a fresh writ action seeking the same damages for the same alleged refusal to disburse and the same loss. The Federal Court held that the second claim was barred by res judicata. The Court stressed two branches –

cause of action estoppel, where you cannot sue twice on the same cause of action once it has been finally decided; and

issue estoppel, where you cannot re-argue issues, or issues you ought to have raised, after final judgment.

This Court is of the view that Asia Commercial Finance (M) Bhd is distinguishable here for three reasons –

Asia Commercial Finance (M) Bhd involved the same plaintiff suing the same defendant a second time for the same wrongful act, namely refusal to disburse a loan, after the High Court had already ruled against the plaintiff and the Supreme Court had S/N exP7TWkb40qI2kyyRzIBvw affirmed it. The second suit was simply an attempt to re-litigate liability for that same refusal. Here, by contrast, the Plaintiffs are not bringing a second damages claim after losing a first damages claim. They seek prospective injunctive relief to regulate how D1 may act going forward as a director of D3. That question, whether D1 can continue to bind D3 unilaterally without P1 has never been finally adjudicated;

the refusal of P1’s intervention on 26 September 2025 in the YPJP-related proceedings is not a final adjudication on the merits of D1’s authority to commit D3 alone, nor on the validity of the 895,000 shares. In Asia Commercial Finance (M) Bhd, the earlier decision had finally determined the very liability complained of. That is not the situation before this Court; and

the Defendants avers that the Plaintiffs are trying to “convert the claim” over the YPJP settlement into this suit. This Court does not accept that characterisation. Based on the application and affidavits, the Plaintiffs are not asking this Court to unwind the settlement already reached between D3 and YPJP. They are submitting, from this point forward, D1 must not continue to treat D3 as if he alone were the company. That is not the same cause of action that was dismissed elsewhere.

Accordingly, this Court finds that the plea of res judicata in the sense described by Asia Commercial Finance (M) Bhd does not bar Plaintiff’s application. S/N exP7TWkb40qI2kyyRzIBvw

The Defendants also rely on the doctrine of functus officio, citing Tenaga Nasional Bhd v Prorak Sdn Bhd & Anor [2000] 1 MLJ 479 and Serac Asia Sdn Bhd v Sepakat Insurance Brokers Sdn Bhd [2013] 5 MLJ 1. In Tenaga Nasional Bhd, the Court of Appeal held that once a matter has been finally adjudicated, the court has no jurisdiction to reopen or rehear the same issue, even on a different ground. In Serac Asia Sdn Bhd, the Federal Court reaffirmed that once a final order or judgment has been perfected, the court becomes functus officio and the matter becomes res judicata.

This Court is of the view that the doctrine of functus officio does not apply to the present application for the following reasons –

the Plaintiffs are not asking this Court to set aside or vary any final judgment or order that has been perfected. They seek prospective injunctive relief to regulate D1's future conduct as a director of D3;

the refusal of P1's intervention application on 26 September 2025 in the YPJP-related proceedings was not a final adjudication on the merits of D1's authority to act unilaterally on behalf of D3, nor on the validity of the 895,000 shares. An intervention application refused on procedural or standing grounds does not render the substantive corporate governance issues functus;

the withdrawal of D3's assessment of damages against YPJP, while a concluded step in those proceedings, does not preclude this Court from examining whether D1 had the corporate S/N exP7TWkb40qI2kyyRzIBvw authority to cause that withdrawal, or from restraining similar unilateral conduct going forward; and

the present suit is a separate and distinct action from the earlier proceedings between D3 and YPJP. This Court is not being asked to revisit or vary any order made in those proceedings.

Accordingly, this Court finds that the plea of functus officio does not bar the Plaintiffs' application.

The Defendants further rely on Ravindra a/l K Karuppiah (claiming as bearer of the letters of administration for the estate of the deceased, Muthiyah a/l Seethambaram) v CIMB Bank Bhd and another appeal [2023] 5 MLJ 106, where the Court highlighted that when a party has already asserted its rights and obligations under a binding agreement and the matter has been conclusively dealt with, it cannot later reframe or revisit the same transaction through a different relief or proceeding. In this Court's view, Ravindra a/l K Karuppiah is distinguishable because in that case, the appellant was attempting to re-litigate the same underlying transaction that had already been the subject of a final determination. Here, by contrast, the Plaintiffs are not seeking to re-litigate the settlement between D3 and YPJP. The cause of action in this application concerns D1's authority and conduct as a director of D3, a matter that has not been finally determined in any prior proceeding. The question of whether D1 can bind D3 unilaterally, without P1's participation as co-director, is a distinct cause of action from the YPJP settlement dispute. S/N exP7TWkb40qI2kyyRzIBvw

The Defendants also rely on subsection 54(a) of Act 137 to argue that a non-party cannot restrain enforcement of a contract. This Court accepts the general proposition that the Court will not ordinarily grant an injunction to a stranger to a contract to prevent performance of that contract.

While internal management is ordinarily not interfered with by the court, where there is a clear allegation of ultra vires or lack of authority, judicial intervention is justified to preserve the integrity of corporate governance.

However, in this application, the Plaintiffs do not seek an order restraining YPJP from performing any settlement, nor do they seek to invalidate the SPA. The relief is directed solely at the conduct of D1 internally, namely, that he must not, without P1’s participation as co-director, execute or cause to be executed documents that bind D3 in respect of its sole asset. Section 54(a) of Act 137 does not prevent the Court from supervising alleged breaches of fiduciary duty by a director in an intra-company dispute. This relief therefore, operates in personam against D1 and not in rem against the SPA or YPJP

The Defendants also rely on Ulimas Sdn Bhd to submit that the Court should not interfere in the internal management of a company and should not allow one shareholder to dictate corporate conduct.

The Federal Court in Ulimas did emphasise that courts will not lightly usurp commercial decision-making that properly lies with the board. But Ulimas Sdn Bhd also makes clear that the affairs of the company must be managed by, or under the direction of, the board as a whole, S/N exP7TWkb40qI2kyyRzIBvw and that a single director cannot arrogate to himself powers that properly belong to the board collectively. The core concern in Ulimas Sdn Bhd was legitimacy of corporate authority, not immunity of unilateral action.

In the present case, the complaint is precisely that D1 has been –

acting (and threatens to continue acting) as if he alone were D3, excluding his co-director, P1;

relying on disputed shares to assert control; and

purporting to bind D3 to transactions concerning its only asset without a board mandate.

This Court is of the view that granting limited injunctive relief to prevent unilateral acts of that nature does not offend Ulimas Sdn Bhd. On the contrary, it is consistent with Ulimas Sdn Bhd affirmation that company affairs must be conducted through proper corporate authority and collective board responsibility.

The Defendants also contend that this application constitutes an abuse of process, relying on Frankey Leong Pit Fui (as the administrator of the estate of Louis Leong Kui Yung, deceased) v Foong Da Realty Sdn Bhd [2021] 4 MLJ 418. In that case, the Court stressed that when an estate's rights and liabilities had already been conclusively determined in earlier proceedings, any subsequent attempt to reopen or vary that settled position would be an abuse of process and contrary to the doctrine of res judicata. The Court S/N exP7TWkb40qI2kyyRzIBvw observed that res judicata is not confined to issues actually decided but extends to facts which are so clearly part of the subject matter of the litigation that it would be an abuse of the Court's process to allow a new proceeding to be started in respect of them.

This Court does not accept the Defendants' characterisation that Enclosure 51 is an abuse of process. The Plaintiffs have made clear, both in submissions and by the terms of relief sought, that they do not seek to set aside, invalidate or undo any settlement already concluded between D3 and YPJP. The present application is directed at D1's conduct as a director and shareholder of D3. Specifically, his alleged practice of acting unilaterally to commit D3 without the participation of his co-director, P1. That is a distinct subject matter from the YPJP settlement itself. The Plaintiffs are not presenting their case "in instalments" as condemned in Tenaga Nasional Bhd; rather, they are seeking to enforce proper corporate governance within D3, which is a legitimate and independent cause of action. Accordingly, this Court finds that the application does not constitute an abuse of process.

Accordingly, this Court finds there is a serious issue to be tried as to whether D1 has acted, or intends to act, ultra vires his authority as director of D3. S/N exP7TWkb40qI2kyyRzIBvw

Balance of Convenience

D3’s development rights under the 7 November 2016 Development Agreement are its only substantial asset. If that asset, or the economic fruits of that asset via an SPA, is disposed of or committed away by a single director acting alone, the Plaintiffs’ substantive claim could be rendered academic. The Court may later find that the 895,000 shares were invalidly issued and that D1 lacked authority, but if the asset is already alienated, little practical remedy remains.

Conversely, the prejudice to D1 from a limited restraint is minimal. D3 is not barred from honouring any settlement already reached with YPJP. It simply requires that D1 not continue to act unilaterally and that any further steps be taken only with proper participation of both directors. That is consistent with basic corporate governance.

Therefore, this Court is satisfied that the balance of convenience and justice favours maintaining a limited injunction to prevent unilateral conduct by D1.

Preservation of the Status Quo

The Defendants avers that there is nothing left to preserve because, the parties to the Development Agreement have agreed to sign the SPA and discontinue the suit. They submit that stopping further steps is unfair to everyone, including YPJP. S/N exP7TWkb40qI2kyyRzIBvw

This Court do not accept that the matter is spent. The “status quo” to be preserved in this case is not merely whether the YPJP dispute has been compromised. The status quo is also on who has the lawful authority to speak and act for D3 going forward, and on what terms. That remains disputed and unresolved. Unless restrained, D1 can continue to behave as if he alone embodies D3. That would risk further irreversible steps concerning D3’s only asset, without any board resolution.

Hence, this Court is of the view that preserving the status quo therefore requires preventing further unilateral steps by D1 in relation to D3’s core asset and corporate decisions, without disturbing any settlement already achieved between D3 and YPJP.

For the reasons above, this Court finds –

there is a serious issue to be tried regarding the validity of the 895,000 shares and whether D1 has acted or proposes to act ultra vires by excluding P1 from corporate decision-making;

the balance of convenience and justice favours interim restraint; and S/N exP7TWkb40qI2kyyRzIBvw

preservation of the status quo requires preventing unilateral corporate acts by D1 while not undoing any concluded compromise with YPJP.

This Court also find that neither the plea of res judicata, nor section 54(a) of the Specific Relief Act 1950, nor the principle of non-intervention in corporate management bars the narrow relief sought here. Further, this application does not constitute an abuse of the Court's process. The relief is directed internally to D3's governance and does not restrain YPJP's performance of any existing settlement.

Accordingly, Enclosure 51 is allowed in part, and I order as follows:

the First Defendant is restrained, whether by himself or through his agents, servants, nominees or representatives, from taking any unilateral step to execute, approve, implement or give effect to any agreement, instrument, settlement, SPA or resolution on behalf of the Third Defendant in respect of the Development Agreement dated 7 November 2016 and/or any SPA or settlement arrangement with YPJP, without the participation and concurrence of the First Plaintiff in his capacity as co-director of the Third Defendant;

for clarity, nothing in this Order shall operate to set aside, invalidate, restrain performance of, or otherwise undo any settlement already concluded between the Third Defendant and YPJP; S/N exP7TWkb40qI2kyyRzIBvw

pending trial, the First Defendant is further restrained from exercising or relying upon the disputed 895,000 shares to pass or vote on any corporate resolution of the Third Defendant concerning the matters above;

this Order shall bear the endorsement required by Order 45 rule 7 of the Rules of Court 2012; and

Costs shall be in the cause. Dated : 4 November 2025 -sgd-Dr Noradura binti Hamzah Judicial Commissioner High Court Civil 2 Johor Bahru S/N exP7TWkb40qI2kyyRzIBvw Solicitors for the Plaintiffs : Mohd Faizal Bin Ahmad together with Muhammad Ibrahim Haneef bin Azhar Messrs. Hazelin & Associates Solicitors for the Defendants : Harikrishnan A/L Kanapathy Messrs. K. Harikrishnan & Co. S/N exP7TWkb40qI2kyyRzIBvw