Tan Sri Dato' Teo Chiang Kok v Tan Sri Dato' Teo Chiang Hong (WA-22NCC-71-01/2026)

TAN SRI DATO’ TEO CHIANG KOK (No. K/P: 470726-10-5693)

1UTAMA CITY POWER SDN BHD [No. Syarikat: 200901023709 (866808-V)]

BANDAR UTAMA CAPITOL SDN. BHD [No. Syarikat: 199501024885 (354090-W)]

BANDAR UTAMA CITY CENTRE SDN. BHD [No. Syarikat: 199401036700 (322382-T)] …PLAINTIF-PLAINTIF

TAN SRI DATO' TEO CHIANG HONG (No. K/P: 560307-10-5663)

2.

BANDAR UTAMA CITY SDN BHD [No. Syarikat: 199301013585 (268323-H)] …DEFENDAN-DEFENDAN GROUNDS OF JUDGMENT (Enclosure 48) S/N lT84olLvi0aG3VjuDnv0JQ

This action emanated from a Court-annexed mediation that was initiated in September 2018 (“Mediation 1”) and resulted in a Consent Order dated 28-11-2018 (“Consent Order”). The Consent Order was recorded in KLHC Suit No. WA-22NCC-184- 05/2018 (“Suit 184”). It settled Suit 184 and a litany of other lawsuits between 3 brothers over the Bandar Utama fortune.

The Plaintiffs (or P1, P2, P3 and P4) commenced this action against the Defendants (or D1, D2 and D3) on 30-1-2026. The Plaintiffs characterized this action as a court enforcement action of certain settled mediation outcomes. In Enclosure 48, D1 and D2 sought to strike out the Plaintiff’s claim or expunge substantial portions of the Plaintiffs’ claim, Affidavits and the Defence filed by D3, on grounds that they refer to confidential and privileged material in an ongoing mediation. Background facts

The Bandar Utama fortune refers to the conglomerate of companies that operate such well-known assets as the 1Utama Shopping Complex, One World Hotel and Bandar Utama township. The patriarch of this conglomerate was Tan Sri Dato’ Teo Soo Cheng (deceased), and the 3 brothers are his sons, P1, D1 and Teo Chiang Liang (“TCL”). Each son holds 195,000 shares in the holding company, Teik Long Sdn Bhd (“TLSB”). S/N lT84olLvi0aG3VjuDnv0JQ

TLSB held some 50 subsidiaries, including P3, P4, D2 and D3 (“TLSB Group”). It is common ground that, as part of the settlement of disputes between the brothers pursuant to the Consent Order, they have agreed to the demerger of the TLSB Group to allow each of the 3 to have their pickings from the substantial undertaking of the TLSB Group, to be run independently of each other (“Restructuring Exercise”).

The framework for the Restructuring Exercise was documented in a document called Terms of Restructuring dated 28-11-2019 (“TOR”). As part of the TOR, the parties set up a Restructuring Committee and agreed upon the parameters of the mediation process before a named mediator to resolve all disputes (“Mediator”).

The selection of assets between the 3 brothers was itself an extremely involved undertaking because of the size of the conglomerate, but it was successfully achieved (“Package Selection”). It is understood that despite the terms of the TOR which left this out of the Mediator’s scope, the impasse was referred to the Mediator who successfully assisted the parties to resolve it (“Mediation 2”).

The parties have since assumed control and beneficial ownership of the companies and properties in the respective packages through a series of share and asset sale agreements executed in 2024. S/N lT84olLvi0aG3VjuDnv0JQ Issues for determination

It was envisaged under the TOR that when definitive agreements are signed, and the parties assume control and beneficial ownership of, as well as full responsibility for, the companies and properties in the respective packages, that would mark the effective completion of the Restructuring Exercise (“Effective Completion Date”).

In the terms expressed in the TOR, Effective Completion Date was to have been the deemed completion of the Restructuring Exercise and the mediation per Clause 60 of the TOR:

The parties are on common ground that the Restructuring Exercise is still not completed. Among other things, the payment of dividends and the settlement of differences in the package values using these dividends in cross-set-offs are still a major unresolved issue (“Liquidity Settlement Issue”). It is understood that this pertains to clauses 49 and 50 of the TOR: S/N lT84olLvi0aG3VjuDnv0JQ

In addition, other implementation issues have arisen from the complex restructuring of the demerged companies and businesses. According to the parties, it is agreed that the latest consolidated list of issues referred to the Mediator listed 15 issues, including 3 issues that the Plaintiffs say are resolved (“Alleged Settled Issues”).

The parties have recently referred the Liquidity Settlement Issue and the other implementation issues to the Mediator (“Mediation 3”). There is no question that as at the time of the hearing, Mediation 3 was still underway, and that it was a mediation being carried out under the same agreed parameters found in the TOR.

The Alleged Settled Issues relate to the shared utilities business of supplying and distributing electricity to the Bandar Utama township, properties and businesses of the TLSB Group in that vicinity, and control of related power sub-station lands. The utilities business was previously under D2 as a licensee under the Electricity Supply Act 2001, and is now effectively assumed by P2, resulting in the following situation: a) as the new operator of the utilities business, P2 requires D2 to take the steps required by Suruhanjaya Tenaga to cancel D2’s license and issue a new license to P2; b) as D2 has a lease over parts of land in P1’s package that was used to house power sub-stations, P2 requires D2’s consent to a charge over its land, including the leased portion, to raise capital; S/N lT84olLvi0aG3VjuDnv0JQ c) similarly, D2 also has a lease over parts of D3’s land to house power sub-stations, and D2’s consent is required for the sub-division of D3’s land for transfers of the affected plot to P2

After hearing all the facts and reviewing all the materials before the Court, including the material sought to be expunged, this Court identified the following issues for determination: a) what is the nature and status of Mediation 3; b) whether the issues referred to the Mediator are divisible and may be carved out of Mediation 3 upon resolution for Court enforcement (“Inter-Conditionality Issue”); and c) whether the Alleged Settled Issues have been settled in Mediation 3 and are binding and enforceable in Court.

The answers to the above questions are necessary to inform this Court whether it may validly peruse and cause to be put in the public domain through the reading of court papers in the determination of the Plaintiffs’ claims here, communications, deliberations, concessions and records on the Alleged Settled Issues from Mediation 3. S/N lT84olLvi0aG3VjuDnv0JQ Analysis and findings Nature and status of Mediation 3

The Plaintiffs contend that: a) Mediation 3 is not truly a mediation at all, but a private adjudication, because according to the express terms of the TOR, the parties have agreed to be bound by the “suggested solution” of the Mediator; alternatively b) If Mediation 3 is a mediation, the privilege and confidentiality provisions found in the Mediation Act 2022 do not apply because it is a judge-led mediation and in any event, evidence of a settlement is always admissible.

On the first point, the Plaintiffs referred to the following: a) an exchange between parties and the Mediator in Mediation 3 in which they agreed to have the Mediator “resolve all these issues pursuant [sic] what you all [sic] you have agreed under the TOR… “And if you want me to make a determination, then you must agree between yourselves that I will make that determination and as you agree to be bound by that determination…” b) the following provision of the TOR: S/N lT84olLvi0aG3VjuDnv0JQ

Reconciling clause 9 of the TOR and the exchange at the start of Mediation 3, the use of the term “determination” did not convert the nature of proceedings from a mediation to an adjudication. Other communications in evidence on the conduct of proceedings demonstrate amply that the Mediator was not evaluating merits in an adversarial setting, but repeatedly emphasized that he is facilitating negotiations to help the parties reach a mutually acceptable settlement.

This Court is not bound by the labels attached to a dispute resolution process. In this case, there is little doubt that Mediation 3 was intended to be a mediation with parameters set out in the TOR and, as the case may be, by the presiding Mediator. This Court considered that the Liquidity Settlement Issue is still outstanding and as the Plaintiffs also concede, the Effective Completion Date has been achieved save for this issue. It is also envisaged in the TOR based on its recital that: Thus, parties may continue to refer disputes arising from matters arising in the Restructuring Exercise to the Mediator, which is what parties have done with the Liquidity Settlement Issue and the other issues. S/N lT84olLvi0aG3VjuDnv0JQ

On the second point, Mediation 3 is also quite evidently a judge-led or court-assisted mediation. The parties acknowledge that Suit 184 remains afoot to this day, and the learned Mediator is carrying on the same role that he started when Mediation 1 in Suit 184 began. Thus, Mediation 3 is not a private mediation as the Plaintiffs also suggest. The Mediator is a Judge of the Court of Appeal and is not remunerated, which clearly disposes of the point.

This Court therefore rules that the provisions of the Mediation Act 2012 does not apply because of the express exclusion of mediations “conducted by a judge…pursuant to any civil action that has been filed in court” in section 2(b) of the Act.

Now, the Plaintiffs have argued the above points on the nature of Mediation 3 to avoid the settlement privilege and confidentiality provisions in the Mediation Act 2012. This was unnecessary as: a) this Court considers settlement privilege and confidentiality implied in any mediation; b) the Chief Justice’s Practice Direction 2 of 2022 on Judge-led mediations expressly apply to provide for conditions of confidentiality. There is also section 23 of the Evidence Act 1950.

That said, it is well-established that settlement privilege is not absolute and resort may be made to without prejudice material for a variety of reasons when the justice of the case requires it (Rush & Tompkins Ltd v Greater London Council [1989] AC 1280 per Lord Griffiths at 1300; Malayan Banking Bhd v Foo See Moi S/N lT84olLvi0aG3VjuDnv0JQ [1981] 2 MLJ 17 (“Foo See Moi”)). On first principles, this Court rules that evidence of privileged communications in a mediation setting (as in unmediated settlement negotiations) is also admissible in Court to prove and enforce settled outcomes.

In Brown v Rice [2007] EWHC 625 (“Brown”) the High Court held that communications made during mediation are covered by the without prejudice rule, but the recognised exceptions apply equally in that context. In particular, where the issue is whether the parties reached a concluded settlement, the court may admit mediation communications to determine that question.

The judge in Brown rejected arguments for a distinct “mediation privilege” that would bar such evidence, emphasising that mediation is simply a form of assisted without prejudice negotiation: “The fact that the communications took place in the context of a mediation – a form of assisted without prejudice negotiation – does not confer on them a status distinct from any other without prejudice communications such as to take them outside the scope of the exception or otherwise to render them inadmissible. This much is clear from Reed and Hall v Pertemps Group Ltd. No investigation of the underlying merits of the dispute is involved. Like Jacob LJ in Reed, I do not regard this conclusion as running counter to the public policy which exists in favour of mediation. It would be an odd result if in any given case the court was prevented from determining the existence of a concluded settlement solely because the alleged settlement arose within the context of a mediation.” S/N lT84olLvi0aG3VjuDnv0JQ

As for the conditions of confidentiality, it has never been a valid basis for the exclusion of relevant evidence in Court proceedings, and protective orders may be made on the application of affected parties on public access to Court documents and the conduct of the proceedings. Since the commencement of these proceedings however, neither party had applied for such protective orders.

As it is not disputed that Mediation 3 is still on-going, the decisive and operative point for determination in this case, is whether the Alleged Settled Issues can be carved out of Mediation 3 as “settled” if it is indeed settled. If so, evidence of that settlement is admissible in Court to prove the settlement and to enforce it. The Plaintiffs say that the Alleged Settled Issues are divisible from the other pending issues, while D1 and D2 take the position that they are all inter-conditional.

The Plaintiffs have argued that there are legal, commercial and practical imperatives for the Alleged Settled Issues to be carried into effect urgently and why it cannot wait for the settlement of the other issues pending in Mediation 3, while D1 and D2 argue that the Liquidity Settlement Issue is a fundamental unresolved issue in the whole Restructuring Exercise, and all issues are inter-conditional as leverage in Mediation 3.

For present purposes, this Court has taken care to avoid considering the commercial imperatives driving the Plaintiffs’ S/N lT84olLvi0aG3VjuDnv0JQ urgency, the tacit allegations of bad faith against each other in Mediation 3, or the details of the 15 implementation issues. It is, however, broadly informed of these matters through submissions and clarifications at the hearing. The Inter-Conditionality Issue must be decided on relevant facts.

The following are the relevant facts that this Court has found and considered: a) The TOR has all the hallmarks of an enforceable agreement with mediation as a voluntary dispute resolution mechanism. No one has alleged otherwise. There is no rule or provision that there can only be a one-time resort to dispute resolution under an agreement. b) The uncontested facts show that Mediation 2 was carried out under the TOR and it concluded with the Package Selection. Crucially, the parties carried the outcome of Mediation 2 into effect by executing the definitive agreements in 2024, despite the outstanding Liquidity Settlement Issue. c) When questioned, it was ascertained that the parties do not envisage unravelling the Package Selection or signed agreements, although they recognise that under the Consent Order, failure of the mediation will allow the parties to re-file their original claims against each other. In other words, the outcome of Mediation 2 is not reversible. d) The Alleged Settled Issues and the other issues in Mediation 3 are not substantively interdependent, in the sense that enforcement of one does not create inconsistency in S/N lT84olLvi0aG3VjuDnv0JQ outcomes for the other issues. They are discrete issues that can be resolved separately. e) The referral of all issues to the Mediator in Mediation 3, including the Liquidity Settlement Issue and the Alleged Settled Issues, was entirely voluntary, and parties can withdraw any issue and/or terminate Mediation 3 at any time.

This Court finds that the above facts do not support the inter-conditionality of the issues in Mediation 3, principally because the substance of the issues are not inter-dependent, and the parties are expected to and have proceeded to carry out mediation outcomes as they are “resolved” to move the Restructuring Exercise forward (as there is no turning back).

No evidence was presented by D1 and D2 to prove the Inter-conditionality Issue or that parties entered into Mediation 3 in anticipation of a global settlement of all issues as the only acceptable mediation outcome. Considering the history of the matter and the past conduct of the parties, there is no reasonable basis for supposing that the parties intended for the implementation of matters already agreed to be withheld indefinitely merely because negotiations on unrelated outstanding issues remained unresolved.

It was tolerably clear to this Court in relation to the Alleged Settled Issues, that there was not so much a “dispute” to be further mediated, as a holding back of implementation of an agreed upon solution. As tacitly admitted by counsel for D1 and D2, the inter-S/N lT84olLvi0aG3VjuDnv0JQ conditionality that he refers to appears to be confined only to the loss of strategic leverage.

In moving the Court under Enclosure 48, D1 and D2 also argued that there is no resolution of the Alleged Settled Issues based on the Plaintiffs’ pleaded case, which is premised on the Mediator’s “determination” of those issues, and the Mediator has not said that that is so.

The short answer is that the TOR and all parties acknowledge that the Mediator can only offer suggested solutions and has no power of compulsion. In fact, it is the stance of D1 and D2 that the Mediator is not an adjudicator capable of making binding determinations.

This Court must not be constrained by semantics. It assesses whether a settlement has been reached by determining if there were genuine negotiations aimed at resolving a genuine dispute, if the communications contained suggested terms for settlement, and if a concluded compromise agreement was actually reached.

As conveyed to the counsel at the hearing, this Court considered that the issues in this case hinged on the Inter-conditionality Issue. If the Alleged Settled Issues are divisible and not subject to the resolution of the other issues in any way, then the principles in Foo See Moi should apply to allow an aggrieved party to prove and enforce a settled mediation outcome. S/N lT84olLvi0aG3VjuDnv0JQ

Ideally, there would have been a signed settlement agreement (even if partial) that clearly identifies which issues are finally resolved, states that these terms are immediately binding and severable and confirms that remaining issues continue to mediation without prejudice.

Unfortunately, the Plaintiffs can only refer to redacted extracts of mediation sessions (17-4-2025, 13-8-2025 and 26-8-2025) and related correspondence on the Alleged Settled Issues. This Court has reviewed redacted mediation meeting notes on this and is satisfied that they do stand out as clearly acknowledged obligations on the part of the D1 and D2 on which the suggested solutions by the Mediator had been agreed upon.

D1 and D2 had all but implemented an agreed upon solution for the cancellation and re-issuance of the electricity supply license to P2 by Suruhanjaya Tenaga but refused to release the executed resolution of D2 in evidence of its agreement to relinquish the license. The materials examined also disclosed that the Mediator had expected the parties to carry the agreed solution through to progressively cross-off issues from the list as they are resolved.

Counsel for D1 and D2 referred to the record of mediation after D1 and D2 declined to hand over the signed documents and contended that the Mediator had, in those proceedings, offered another suggested solution, namely for the Plaintiffs to appeal to the good sense of Suruhanjaya Tenaga to cancel D2’s license and issue a new license to P2 without D2’s co-operation. S/N lT84olLvi0aG3VjuDnv0JQ

This Court is of the view that the “alternative” suggestion by the Mediator did not change the underlying obligation of D1 and D2 or the intended objective of both solutions. The “alternative” solution did not necessarily supersede the earlier suggestion, especially since it is not disputed that Suruhanjaya Tenaga had in fact met with the parties and stated its requirement for D2’s resolution to cancel its current license as D1 and D2 cannot both hold licenses to operate the utilities business.

As noted, D1 and D2 had partially carried through with that suggested solution, and held back the last step without giving a reasonable explanation why. For all these reasons, this Court takes the view that the Plaintiffs may elect to hold D1 and D2 to the Mediator’s first suggested partly performed solution according to the agreed mechanism, per their agreement in the TOR.

Based on the above analysis and findings, this Court is satisfied that the resolution of the Alleged Settled Issues, while part of broader negotiations, is divisible and enforceable. Its enforcement is neither premature nor would it undermine the remaining issues to be mediated. Communications evidencing the settlement of those issues are thus admissible for this purpose.

Accordingly, Enclosure 48 is dismissed with costs of RM20,000 for the Plaintiffs and RM10,000 for D3. S/N lT84olLvi0aG3VjuDnv0JQ

The oral application by D1 and D2 to stay this Order pending is dismissed, though this Court temporarily orders a protective order to observe the confidentiality of papers filed in these proceedings to proceed with the Plaintiff’s pending summary judgment application.

In light of the intractable position adopted by D1 and D2, notwithstanding the Court’s invitation for them to set out their substantive case on the absence of any agreement in their affidavits with full reservation of rights, no further evidence ought to be adduced in answer to the Plaintiffs’ pending summary judgment application.

Nevertheless, for the purposes of due process and to avoid any prejudice arising from the withholding of evidence in anticipation of the success of Enclosure 48, this Court grants D1 and D2 leave to file a final affidavit in answer to the Plaintiffs’ summary judgment affidavits, clearly identifying: (a) the assertions relating to the Alleged Settled Issues; and (b) the matters which D1 and D2 contend render this action unsuitable for summary judgment and deserving of trial Bertarikh: 14 Mei 2026 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR S/N lT84olLvi0aG3VjuDnv0JQ Peguam Untuk Plaintif: Wong Guo Bin (Syahrizal (PDK) bersamanya) Tetuan Wong Guo Bin Untuk Defendan Pertama dan Kedua: Gurdial Singh (Yip Huen Weng, Abraham Au, Victoria Ou dan Pearly Chua bersamanya) Tetuan Josephine, L K Chow & Co. Untuk Defendan Ketiga: Alvin Tang (Siti Nur Amirah dan Lucy Lee bersamanya) Tetuan S Ravenesan S/N lT84olLvi0aG3VjuDnv0JQ