1. ) Transgrid Ventures Sdn Bhd v Malaysia Lng Sdn Bhd (WA-24C-188-12/2025)

TRANSGRID VENTURES SDN BHD [CO. NO. 199901016332 (491232-A)]

BWS ENGINEERING SDN BHD [CO. NO. 200201029529 (597192-V)] ...PLAINTIFFS AND MALAYSIA LNG SDN BHD [CO. NO.197801002968(39964-H)] ...DEFENDANT GROUNDS OF JUDGMENT

This Originating Summons ("OS")(Enclosure 1) raises questions that recur with some frequency in this Court: whether a call on an unconditional performance bond ought to be restrained on the ground of unconscionability, and whether the circumstances attending the commencement of these proceedings warrant the continuation or discharge of the injunctive relief already granted.

On 11.12.2025, this Court granted an ad interim injunction restraining the Defendant (MLNG) from receiving payment under Bank Guarantee No. 381PG183391 issued by United Overseas Bank (Malaysia) Berhad ("UOB") on 21.7.2022 for the sum of RM22,597,000.00 ("the BG"). That order was made solely on the basis of the Plaintiffs' application (Enclosure 4) which was heard ex parte. The matter now comes before this Court for determination inter partes, MLNG having filed its Affidavits resisting both Enclosures 1 and 4.

The Plaintiffs are part of a consortium ("Consortium") engaged by MLNG, to perform engineering, procurement, construction and commissioning (EPCC) works for a Power Import Project at MLNG's facility in Bintulu, Sarawak ("Project"), pursuant to Contract RFP000000014038 ("the Contract"). The BG was furnished by the Plaintiffs as security for their performance obligations under the Contract. For the purposes of this judgment, the terms "Plaintiffs" and "Consortium" shall be referred to interchangeably.

On 9.12.2025, MLNG issued a Notice of Termination of the Contract and, on the same day, issued a demand notice on the BG. Two days later, on 11.12.2025, the Plaintiffs obtained the ad interim injunction (which was obtained ex-parte) now under challenge.

The issues for determination are as follows:

Whether the injunction sought was properly grounded in Section 11 of the Arbitration Act 2005 ("AA 2005"), and whether the absence of any arbitration proceedings whether commenced or imminent is fatal to the Plaintiffs' application;

Whether the Plaintiffs came before this Court with clean hands, and in particular whether there was non-disclosure of material facts at the ex parte hearing stage of a nature sufficiently serious to warrant discharge of the ad interim order;

Whether MLNG's call on the BG was unconscionable within the meaning established by the authorities; and

Where the balance of convenience lies. B. BACKGROUND FACTS

The Contract was entered into between MLNG and the Consortium for the execution of EPCC works for the Project. The contract sum was RM225,969,482.50. The BG was unconditional in nature meaning it was payable on demand without proof of default or entitlement on the part of the beneficiary.

Article 29.1 of the Contract provides for a tiered dispute resolution mechanism, requiring that disputes be first referred to higher management of both parties before any reference to arbitration can be made. Article 38 of the Contract sets out conditions precedent governing entitlement to extensions of time, including requirements for timely notice of delay events. Articles 9.2, 9.3 and 9.4 govern the maintenance and extension of the BG, with Article 9.4 requiring the Plaintiffs to furnish an extended BG no later than 30 days prior to its expiration upon MLNG's request. B.2 Project Execution, EOT 1 and Progress

The Original Initial Acceptance Milestone ("IAM") date under the Contract was 16.10.2024. That milestone was not achieved. MLNG granted the Consortium's First Extension of Time application (EOT1), granting the full 349 days sought, thereby extending the IAM date to 30.9.2025. This extension is not in dispute.

IAM date of 30.9.2025 was also not achieved. Throughout the execution of the Contract, and as is now established by the affidavit evidence, MLNG provided substantial financial assistance to the Consortium in the form of direct payments to the Consortium's subcontractors and vendors, amounting to at least RM24,271,864.64, due to the Consortium's inability to meet its payment obligations to those parties. MLNG also exercised its contractual step-in rights at a cost of at least RM10,438,646.54.

Based on the Plaintiffs' own monthly progress reports, project completion stood at 88.77% in October 2025, 89.71% in November 2025, and 89.76% in December 2025 — representing a cumulative increase of approximately 1% over three months, and a marginal increase of only 0.05% between November and December 2025.

In November 2025, the Consortium submitted its Second Extension of Time application (EOT 2) accompanied by a Time Impact Analysis (TIA). EOT 2 sought to extend the IAM date to either 25.4.2026 or, in later correspondence, 23.5.2026 a further extension of approximately 8 to 9 months. The delay events identified in EOT 2 were: (a) Change Notice CN-10 relating to SST exemption for locally manufactured equipment; and (b) downtime periods attributed to adverse weather and plant operations.

MLNG assessed EOT 2 and communicated its rejection to the Plaintiffs by letter dated 4.12.2025, setting out detailed reasons. MLNG considered that the Consortium had failed to comply with the conditions precedent under Article 38 of the Contract, that the delay events did not impact the critical path, and that the Consortium had failed to demonstrate mitigation of delay as a prudent contractor.

A significant factual dispute exists as to the genesis and timeline of the CN-10 issue. The Plaintiffs contend that the SST exemption matter was raised as early as 12.12.2023 and that MLNG delayed issuance of CN-10 for over a year. MLNG's position is that no issue with CN-10/SST arose until February 2025, that the Consortium only formally submitted the change request on 18.3.2025, and that MLNG approved the same expeditiously on 10.4.2025.

A further factual dispute concerns the alleged delay in payment of progress claims for May to September 2025. The Plaintiffs contend that MLNG delayed approval and release of milestone payments, choking the Consortium's cash flow. MLNG's position, supported by a payment table, is that payment was made within 30 days of receipt of each tax invoice, as required by Article 7.2.5 of the Contract, and that any delay was caused by the Consortium's own tardiness in submitting the Joint Completion Tables ("JCT"), revised JCTs and invoices.

On 9.12.2025, MLNG issued a Notice of Termination of the Contract on grounds of the Consortium's failure to achieve the IAM milestone and continued poor performance. On the same day, MLNG issued a demand notice to UOB calling on the BG.

The Plaintiffs contend that the termination was procedurally defective as MLNG failed to comply with the mandatory higher management meeting requirement under Article 29.1 of the Contract before issuing the termination notice. Post obtaining the ad interim injunction, the Plaintiffs further contend that on 14 and 15.12.2025, they wrote to MLNG highlighting this deficiency and proposing a higher management meeting, and on 9.1.2026 formally proposed such a meeting a letter which they say MLNG has not addressed.

As at the date of the reply submissions on 2.3.2026, no Notice of Arbitration has been issued by either party. No affidavit evidence evinces a present intention by the Plaintiffs to commence arbitration. B.5 The Proceedings in respect of Enclosure 4 on 11.12.2025

On 10.12.2025 at 11.31pm, the Plaintiffs' solicitors notified MLNG's representatives by email attaching unsealed copies of the cause papers. On 11.12.2025 morning, the matter came before this Court. Based on the Court's own minutes of that date (Appendix 8 of MLNG's reply submissions), the hearing proceeded as an urgent application in chambers pertaining to Enclosure 4 for interim injunction.

The counsel for the Plaintiffs referred to the UOB letter of 9.12.2025, which indicated that unless a court order was received by 12 noon that day, UOB would effect payment to the beneficiary. Based on the supporting affidavit of the Plaintiffs, the Court granted the ad interim injunction for prayer (a) of Enclosure 4 until disposal of the OS, with the matter fixed for case management on 17.12.2025.

Physical service of the cause papers was effected at MLNG's registered address at Tower 1, Petronas Twin Towers, KLCC on 15.12.2025, and at MLNG's business address in Bintulu, Sarawak on 16.12.2025. MLNG contends that service was effected by email on 11.12.2025 without leave of court, and that the mode of service was not recognised under the Rules of Court 2012. The Plaintiffs assert that service at the registered address on 15.12.2025 constitutes good service under Order 62 rule 4(1)(a) of the ROC 2012.

On 8.1.2026 — nearly a month after the termination and BG demand — the Plaintiffs submitted Progress Claim 44 (described as a Final Claim) for RM28,482,069.47. MLNG's position is that this claim is unsubstantiated and inflated, containing claims for milestones never achieved, including RM1,873,287.01 for Final Documentation work never commenced, and RM193,203.91 for Initial Acceptance never achieved. The Plaintiffs maintain that the sum represents outstanding amounts genuinely due.

The following cause papers were filed in these proceedings and have been considered by this Court in arriving at its decision:

Originating Summons (Enclosure 1),;

Notice of Application (Enclosure 4), filed on 11.12.2025;

Affidavit in Support affirmed by Dato' Sri J.O. Nantha Kumar A/L J.C. Ramalu on 10.12.2025 (Enclosure 5);

Plaintiffs' Affidavit in Reply affirmed by Dato' Sri J.O. Nantha Kumar A/L J.C. Ramalu on 30.01.2026 (Enclosure 25);

Plaintiffs' Affidavit in Reply No. 2 affirmed by Dato' Sri J.O. Nantha Kumar A/L J.C. Ramalu on 19.02.2026 (Enclosure 35); .2 Defendant's Cause Papers

Defendant's Affidavit in Reply affirmed by Abang Azian Bin Abang Mok on 14.01.2026 (Enclosure 17);

Defendant's Affidavit in Reply No. 2 affirmed by Abang Azian Bin Abang Mok on 09.02.2026 (Enclosure 32); D. PARTIES' POSITIONS

MLNG advances 4 principal grounds in support of setting aside the ad interim order and dismissing the Plaintiffs' application:

Section 11 AA 2005 — Abuse of Process: The injunction was sought "in aid of arbitration" but 3 months have passed without any Notice of Arbitration being issued and without any affidavit evincing an intention to commence arbitration. An applicant seeking interim relief under the AA 2005 bears the onus of commencing arbitration expeditiously, and failure to do so renders the application an abuse of process: Prestij Mega Construction Sdn Bhd v Keller (M) Sdn Bhd [2019] MLJU 1231.

Unclean Hands and Non-Disclosure: The Plaintiffs commenced these proceedings with unclean hands. The hearing on 11.12.2025 (which effectively was ex parte basis), and the Plaintiffs failed to disclose: (i) that MLNG had provided direct financial assistance of at least RM24,271,864.64 to the Consortium's subcontractors; (ii) that the Consortium had made what appear to be false statutory declarations regarding its payment of subcontractors; (iii) that project progress had effectively stalled; and (iv) that service was attempted by email without leave of court.

No Unconscionability: The Plaintiffs' three grounds of alleged unconscionability the EOT 2 assessment, the termination while works were near completion, and the simultaneous call on the BG amount to nothing more than ordinary contractual disputes. The Plaintiffs themselves concede at paragraph 23 of their own initial submissions that ordinary commercial self-interest, tactical advantage, and the exertion of contractual rights do not meet the unconscionability standard.

The very arguments they advance fall squarely within those categories. Disputes over EOT, termination and bond calls are matters for arbitration: China Construction Yangtze River (M) Sdn Bhd & Anor v TTDI KL Metropolis Sdn Bhd & Anor [2025] MLJU 4834; Daya CMT Sdn Bhd v Yuk Tung Construction Sdn Bhd [2016] MLJU 352; Oxley Rising Sdn Bhd. v Ssangyong Engineering & Construction Co. Ltd Civil Appeal No: W-029(C)(A)-274-02/2022.

Balance of Convenience: MLNG faces a total loss and exposure of approximately RM68,846,449.06, against which the BG sum of RM22,597,000.00 is insufficient security. The Consortium has demonstrated an inability to perform without substantial financial support. MLNG is a creditworthy entity from whom any wrongful call can be recovered. The balance of convenience plainly favours MLNG.

The Plaintiffs resist MLNG's attacks and seek continuation of the injunction on the following grounds:

Section 11 AA 2005 is Valid: Section 11(1)(a) AA 2005 expressly permits application for interim measures "before or during" arbitral proceedings. Commencement of arbitration is not a precondition: Jeks Engineering Sdn Bhd v Pali PTP Sdn Bhd [2019] 1 LNS 1392; Sinohydro Corporation (M) Sdn Bhd v Golden Horse Rubber Sdn Bhd [2020] 1 LNS 112. In any event, arbitration cannot yet be commenced as the mandatory higher management meeting under Article 29.1 of the Contract a precondition to arbitration has not taken place, due to MLNG's failure to respond to the Plaintiffs' management meeting proposals.

Clean Hands: The Plaintiffs did not conceal material facts. The issue of MLNG's alleged delay in payment was disclosed in the Affidavit in Support. The direct payments by MLNG were caused by MLNG's own delays in releasing milestone payments, which constrained the Consortium's cash flow. The urgency of the proceedings and the compulsion to move on 11.12.2025 was created by MLNG itself. The doctrine of clean hands is not applied mechanically: Wong Tzy Jian v Wong Keh Yen & Ors [2025] MLJU 4252.

Unconscionability Is Established: MLNG's conduct, viewed cumulatively, amounts to unconscionability. This includes the failure to conduct a genuine, good faith assessment of EOT 2; the failure to give due regard to CN- 10 delays and force majeure downtime; delays in releasing milestone payments that induced the Consortium's cash flow difficulties; the unilateral exercise of step-in rights; and the termination and simultaneous BG call without any opportunity for the Plaintiffs to respond and without first exhausting the dispute resolution mechanism under Article

1. The unconscionability doctrine is directed at the prevention of oppression and unfair conduct: Eversendai Constructions v Samsung C&T [2023] MLJU 2025; Dunggon Jaya Sdn Bhd v Aeropod Sdn Bhd & Anor [2019] 4 MLJ 466; Sumatec Engineering and Construction Sdn Bhd v Malaysian Refining Co Sdn Bhd [2012] 4 MLJ 1 (FC).

Balance of Convenience: The call on the BG will cause severe and irreparable financial and reputational harm to the Plaintiffs in the construction industry. MLNG, being a substantial entity, can be adequately compensated in damages if the injunction is found to have been wrongly granted. MLNG's counterclaim of RM68,846,449.06 is disputed, includes costs of the unilateral step-in and contested LAD claims, and cannot be relied upon to justify an unconscionable bond call. E. COURT'S ANALYSIS AND FINDINGS

The Plaintiffs are correct that Section 11(1)(a) AA 2005, on its plain terms, permits a party to apply to the High Court for interim measures "before or during arbitral proceedings". This Court respectfully agrees with the analysis in Jeks Engineering(supra) and Sinohydro(supra) that the provision may be invoked even where arbitration has not commenced. The section's purpose is precisely to enable protective relief in circumstances of urgency, which may arise before formal arbitration can be set in motion. Accordingly, the absence of a Notice of Arbitration as at the date of the hearing on 11.12.2025 does not, of itself, deprive this Court of jurisdiction to grant the ad interim order.

However, jurisdiction and entitlement to relief are distinct questions. The authorities are equally clear that an applicant seeking interim relief under the AA 2005 assumes a corresponding obligation to pursue arbitration with reasonable expedition: Prestij Mega(supra).

An interim order granted in aid of arbitration derives its legitimacy from the existence of a live or imminent arbitral process. Where a party obtains protective relief but then takes no steps to initiate arbitration, the interim order effectively becomes final relief obtained through interlocutory machinery a result which the Court's jurisdiction under Section 11 was not designed to enable.

As at 2.3.2026, some 3 months have elapsed since the ad interim injunction was granted. The Plaintiffs' position is that arbitration cannot commence until the mandatory higher management meeting under Article 29.1 of the Contract has been convened. This Court accepts that Article 29.1 does impose a multi-tiered pre-arbitration requirement, and the Plaintiffs have demonstrated that they wrote proposing such a meeting.

However, the evidence does not establish that any concrete steps have been taken beyond correspondence to initiate the meeting, nor that any timeline for the meeting or for a subsequent arbitral reference has been fixed or proposed. The Plaintiffs' affidavits are also silent as to any actual intention to commence arbitration once the pre-conditions are satisfied.

This Court notes that MLNG's position that no Notice of Arbitration has been filed cannot be reduced to a technical objection alone. More fundamentally, an injunction obtained "in aid of arbitration" must be attended by a genuine, expeditious pursuit of the arbitration it is intended to facilitate. It is not a standalone remedy.

The failure to demonstrate active steps towards arbitration whether by completing the tiered dispute resolution procedure or confirming an intent to do so within a defined timeline is a matter that weighs against the Plaintiffs when this Court comes to exercise its overall equitable discretion.

Nonetheless, this Court does not, at this stage, lead to a finding that the application is an abuse of process that would be too drastic a conclusion where there is at least a credible contractual explanation for the absence of arbitration proceedings, namely the uncompleted pre-condition in Article 29.1.

The jurisdictional point is therefore resolved against MLNG as a standalone ground for discharge, but the failure to progress arbitration is a factor that weighs against the Plaintiffs in the overall equitable assessment of the balance of convenience.

This Court now turns to the allegation of non-disclosure pertaining to the Notice of Application ("NOA") for interim injunction (Enclosure 4). The Plaintiffs state that cause papers including the NOA were sent via email to MLNG on 10.12.2025. However, it is clear that the OS and NOA were unsealed copies at that point. Based on this Court's own records, the OS was filed on 10.12.2025 at 3.34pm, processed on 11.12.2025 at 9.18am, and both the Certificate of Urgency and NOA together with the Affidavits were actually filed on 11.12.2025 between 9.20am to 10.10am.

Hence, when the NOA came before this Court for hearing at 11am on the same morning, there was no indication that the sealed copy of the NOA was actually served on MLNG. For all intents and purposes, the hearing of the NOA was on an ex parte basis as MLNG had no knowledge of its hearing being fixed at 11am on 11.12.2025.

The duty of full and frank disclosure in ex parte applications is well established and is not a procedural technicality. It is a substantive obligation that exists because the court, when acting without the benefit of adversarial argument, places particular reliance on the candour of the applicant.

Where material facts are withheld, the court is deprived of the ability to make a properly informed decision. The duty is stringent: the applicant must disclose not only facts that support its case but also facts that might reasonably lead the court to decline relief.

The standard for what constitutes a "material" non-disclosure in this context is well-articulated in Damayanti Kantilal Doshi v Jigarlal Kantilal [2004] 1 MLJ 456, where the Court of Appeal held that even established non-disclosure does not mandate automatic discharge the paramount consideration at the inter partes stage is whether justice requires the continuation of the order on the full facts. However, that same judgment makes clear that where non-disclosure amounts to an abuse of process, the court is justified in setting aside the ex parte order and refusing subsequent relief irrespective of the merits.

The Court therefore needs to assess: (i) what was not disclosed; (ii) whether it was material; and (iii) what the consequences of that non-disclosure should be.

First non-disclosure: MLNG's direct financial assistance. It is now established by affidavit evidence that MLNG provided direct payments to the Plaintiffs' subcontractors and vendors amounting to at least RM24,271,864.64, due to the Plaintiffs' inability to meet its own payment obligations. It also incurred step-in costs of at least RM10,438,646.54. The aggregate of these figures — approximately RM34.7 million — represents a substantial financial subsidy to the Project's ongoing progress.

The Court records that the hearing on 11.12.2025 was premised, in part, on the Project being near completion and on the unconscionable nature of a BG call in those circumstances. A court assessing that premise was entitled to know that the apparent Project progress had been made possible, in significant measure, by the very party seeking to enforce the BG. This is not a peripheral matter. It goes directly to the representation that the Plaintiffs were a performing contractor unfairly subjected to a bond call. Its omission was material.

The Plaintiffs' answer that the direct payments were themselves caused by MLNG's delay in releasing milestone payments, thereby creating the Consortium's cash flow difficulties may or may not be correct as a matter of causation.

But that is precisely the kind of contested factual narrative that should have been placed before this Court at the ex parte hearing, rather than suppressed. The failure to disclose the fact of direct payments deprived this Court of the ability to evaluate whether the picture of an employer acting unconscionably against a performing contractor was accurate.

Second non-disclosure: The plateauing of Project progress. Based on the Consortium's own progress reports, the Project advanced by only 0.94% over October to November 2025, and by 0.05% over November to December 2025. The Plaintiffs' claim that the Project was at approximately 90% completion and nearing the finish line presented a picture of a contractor in the final stretch of delivery.

That picture was materially incomplete without disclosing the effective stall in progress over the months immediately preceding termination. A court asked to restrain a BG call on the basis of near-completion was entitled to know that completion had been, in practical terms, static.

Third non-disclosure: The statutory declarations. MLNG contends that the Plaintiffs made statutory declarations as to payment of subcontractors that were inaccurate. The Plaintiffs dispute this, saying the declarations should be read in commercial context.

This Court does not make a definitive finding on the truth or falsity of the statutory declarations on the affidavit evidence before it that is ultimately a matter for fuller inquiry. But the very existence of a credible challenge to those declarations, now ventilated through affidavit evidence, reinforces the concern that the ex parte application was less than complete.

This Court accepts the principle in Damayanti(supra) and Jeks Engineering(supra) that the doctrine of clean hands is not applied mechanically, and that the paramount question is whether justice at the inter partes stage requires the injunction to continue. However, this Court also accepts the qualification made in both those cases: if non-disclosure amounted to an abuse of process, the court is entitled indeed required to refuse continuation irrespective of merits.

In this Court's judgment, the failure to disclose MLNG's direct financial assistance of approximately RM24 million to subcontractors is the most significant non-disclosure. This was a fact within the Plaintiffs' knowledge.

To omit this from the ex parte application's affidavit while presenting the Project as a near-complete success achieved by the Plaintiffs' own efforts approaches the boundary of an abuse of the ex parte process.

This Court stops short of characterising it as deliberate deception the affidavit evidence is not conclusive as to the Plaintiffs' state of mind. But taken together with the failure to disclose the stalling of progress, the omissions are sufficiently serious that they weigh heavily against the Plaintiffs at the inter partes stage.

In the event, however, this Court does not exercise its discretion to discharge the ad interim order on the ground of non-disclosure alone, for the reason that doing so at this stage, after full inter partes argument on the merits, would be a disproportionate response if the merits independently justify either party's position. Instead, the non-disclosure findings will be factored into the overall equitable assessment of whether the injunction ought to be continued.

The legal threshold for establishing unconscionability as a ground to restrain a call on an unconditional performance bond is well established in this jurisdiction. It is high. The conduct complained of must be egregious, lacking in good faith, or abusive it must "prick the conscience of a sensible man." It is conduct approaching moral impropriety, even if it falls short of fraud: Sumatec(supra).

Mere contractual disputes, even if the employer has acted wrongly in a commercial sense, will not suffice. The court's role at this stage is not to adjudicate the merits of the parties' competing contractual positions but to assess whether the totality of the conduct discloses the kind of oppression and abuse that warrants judicial intervention in the performance bond mechanism.

The Federal Court in Sumatec(supra) established that the party asserting unconscionability must satisfy the threshold of a "seriously arguable case that the only realistic inference is the existence of unconscionability", which is equivalent to establishing a strong prima facie case. The threshold requires manifest and compelling evidence, not speculative or inferential allegations.

In SN Akmida Holdings Sdn Bhd v Ahmad Zaki Sdn Bhd [2020] 9 MLJ 137, HCJ Lim Chong Fong (now CJA) articulated that unconscionability is fact-sensitive and must be substantiated with strong cogent evidence mere disputes between the principal debtor and the beneficiary pursuant to the underlying contract would not ordinarily suffice.

The Plaintiffs articulate three principal grounds of unconscionability, which may also be seen as a cumulative conduct argument. This Court addresses each in turn before considering the cumulative position. E.3.1 1st Ground: The EOT 2 Assessment

The Plaintiffs' complaint regarding EOT 2 is that MLNG "failed to exercise proper consideration" in assessing it. This Court notes, that the Plaintiffs' written submissions at paragraph 23 concede that "ordinary commercial self-interest, tactical advantage, or the exertion of contractual rights does not meet this standard." EOT disputes are quintessentially contractual disagreements.

Whether MLNG properly applied the conditions precedent in Article 38, whether the delay events impacted the critical path, and whether CN-10 was raised in 2023 or 2025 are all fact intensive questions that belong in arbitration.

As stated by this Court in China Construction(supra), disputes over delay and entitlement to extensions of time, even if substantial, do not meet the threshold of unconscionability. These matters belong in arbitration proceedings, not in an injunction application against a performance bond.

This Court observes a significant disconnect in the Plaintiffs' position. The grounds urged in the written submissions extend substantially beyond the delay events actually pleaded in EOT 2. Issues of CO-1, CO-3, and Technical Queries — which the Plaintiffs now press before this Court were never included in EOT 2. Indeed, CO-1 and CO-3 were the subject matter of EOT 1, in which the Plaintiffs were granted the full 349 days sought.

Similarly, the alleged delay in payment of progress claims for May to September 2025 was never the subject of any EOT application. That this argument makes its first appearance in the Plaintiffs' written submissions — without any prior formal application or affidavit support — is a matter that this Court regards as reflecting adversely on the credibility of the Plaintiffs' overall case.

On the specific issues raised: the CN-10 dispute turns on a factual contest about when the SST issue first crystallised. Even accepting the Plaintiffs' account that the matter was raised in December 2023, CN-10 was formally submitted for change order approval only on 18.3.2025, and was approved on 10.4.2025.

This sequence is not consistent with the narrative of a protracted and obstructive delay. More significantly, the Plaintiffs have not claimed reimbursement of SST even as at the date of termination a fact that is difficult to reconcile with their assertion that the delivery of equipment was held back by this issue.

The downtime argument is weakened considerably by the Plaintiffs' own admission in their submissions that works "may be continued in progress during the Downtime Period" a concession that is difficult to reconcile with the claim that the downtime was a critical path event justifying an 8 to 9 months extension.

Additionally, the Plaintiffs have not demonstrated compliance with the conditions precedent under Article 38 of the Contract for their EOT applications in respect of these delay events, nor have they shown that the alleged events impacted the critical path. The Plaintiffs' own daily reports record works being carried out during the period they claim to have been subject to severe flooding and site closure.

The alleged delay in payment of progress claims (May to September 2025) was not part of EOT 2 and has never been the subject of any EOT application. It appears for the first time as an argument in the Plaintiffs' written submissions. Furthermore, MLNG's payment table demonstrates timely payment upon receipt of invoices, with payment effected within or before the 30-day period prescribed by Article 7.2.5 of the Contract in each case. Any earlier delay is traceable to the Consortium's own tardiness in submitting JCT documentation.

This Court is therefore not persuaded that MLNG's assessment and rejection of EOT 2, viewed in isolation or in combination with the above matters, rises to the level of unconscionability. The Court in Malaysian Resources Corporation Berhad v HSBC Bank Malaysia Berhad & Ors and another suit [2019] MLJU 813 correctly observed that differences in assessment of time needed to complete project tasks cannot be equated with unconscionability.

So too in China Machinery Engineering Corporation & Ors v Idiwan Solar Sdn Bhd & Anor [2025] MLJU 293, it was held that regardless of how the arguments are framed, whether it is the quantum of EOT or the manner in which EOT applications were assessed, these are essentially contractual disputes to be resolved by the arbitrator. E3.2 2nd Ground: The Termination

The Plaintiffs contend that it is unconscionable for MLNG to have terminated the Contract when the project had reached near completion. This Court accepts the general proposition, derived from Daya CMT(supra) and Eversendai(supra), that courts are entitled to look at the underlying contract and the surrounding circumstances to assess whether the beneficiary's conduct has been unconscionable. The question is whether the circumstances here reveal that quality of conduct.

The facts, objectively assessed, do not readily support the nearcompletion narrative. By the Consortium's own reports, progress stood at 89.76% in December 2025 a figure that had barely moved in 3 months. The Consortium was seeking a further 8 to 9 months to complete what it described as 10% of remaining works, itself a figure MLNG disputes.

The original completion date had passed by more than a year. Progress over the final months was materially subsidised by MLNG's direct payments and step-in costs. MLNG faced escalating damages claims from Sarawak Energy Berhad arising from the Consortium's delay. The Consortium had not even procured all materials necessary for the balance works. On these facts, the characterisation of the termination as an exercise in bad faith exploitation of the BG mechanism is not established to the standard required.

The Plaintiffs also advance the submission, founded on SME Majujaya Sdn Bhd & Anor v Pembinaan Mitrajaya Sdn Bhd & Anor [2018] 1 LNS 1396, that where termination is done in order to profit from the call on the performance bond, it may amount to unconscionable conduct. This Court accepts the principle.

However, on the facts before this Court, the allegation is a bare one, unsupported by affidavit evidence. MLNG's explanation that it terminated in order to protect itself from an exposure exceeding RM68 million and to enable it to engage replacement contractors is a commercially coherent account that does not disclose the "blatantly spurious grounds" that the authorities require.

This Court also accepts the observation made in SME Majujaya(supra) and endorsed in Oxley Rising(supra) that issues of termination are matters for arbitration and not for determination at a BG injunction hearing. The question of whether the Notice of Termination was contractually valid including whether the Article 29.1 pre-condition was satisfied is a matter for the arbitral tribunal.

This Court expresses no view on it. What matters for present purposes is whether MLNG's decision to terminate in the circumstances described amounts to egregious or oppressive conduct. This Court finds that it does not. E3.3 3rd Grounds: The Simultaneous Call

The Plaintiffs complain that MLNG terminated and called on the BG on the same day, without affording any interval for clarification. This Court accepts that the simultaneity of these actions left the Plaintiffs in an extremely difficult position commercially and contributed to the urgency of these proceedings.

However, there is no legal requirement that a beneficiary under an unconditional on-demand BG must provide a period of grace between termination and the exercise of its bond rights: Oxley Rising(supra).

The on-demand nature of the BG is precisely the commercial risk that the Consortium/Plaintiffs accepted when they provided the instrument. As the Court of Appeal held Oxley Rising(supra) in that case, the BG is a separate document entitling the beneficiary to rely on its terms independently of the underlying contract.

The timing argument is, in substance, a tactical advantage argument that the Plaintiffs were not given time to respond or to seek relief. That may be commercially unfair in a general sense, but it does not rise to the quality of moral impropriety that the doctrine of unconscionability requires. The Plaintiffs' argument on timing therefore does not succeed.

The Plaintiffs' most persuasive submission is the cumulative one: that individually each matter may be a contractual dispute, but the totality of MLNG's conduct the rejection of EOT 2, the delays in milestone payments, the step-in, the withholding of costs in EOT 1, the termination and simultaneous BG call reveals a pattern that is oppressive, unfair, and lacking in good faith. This Court has given this argument careful consideration, applying the totality-of-circumstances approach endorsed in Eversendai(supra).

The Plaintiffs rely on the Court of Appeal decision in Dunggon Jaya(supra), where the Court of Appeal found that circumstances so lacking in good faith could ground unconscionability. However, the facts in Dunggon Jaya(supra) were materially different. In that case, the employer had failed to certify additional works carried out, withheld payment, undercertified progress claims, deducted liquidated damages without entitlement, and retained retention money.

None of these specific features are established before this Court. In contrast, MLNG has, on the evidence, assessed and paid claims within contractual timelines, provided substantial financial assistance, and exercised step-in rights at considerable cost to itself.

Hence, this Court finds that the cumulative argument does not succeed for several reasons.

First, several of the items in the Plaintiffs' cumulative list are themselves disputed factually and have not been established on the evidence in particular the payment delay allegations, which are directly contradicted by MLNG's payment tables.

Second, items such as the withholding of costs in EOT 1 are acknowledged by the Plaintiffs themselves to have been the subject of a Form of Acknowledgment, albeit one they now seek to qualify.

Third, and perhaps most significantly, the step-in and direct payments which the Plaintiffs characterise as "unilateral" and to their inconvenience were made by MLNG precisely because the Consortium was failing to pay its own subcontractors and sustain its own workforce. To characterise MLNG's financial rescue of the Plaintiffs' obligations as a component of its unconscionability requires a level of forensic inversion that this Court is not prepared to accept.

This Court accordingly finds that the Plaintiffs have not established unconscionability to the standard required to justify restraining a call on an unconditional performance bond.

In light of the finding on unconscionability, it is strictly unnecessary to proceed to the balance of convenience. However, this Court addresses it for completeness.

The Plaintiffs rely on Kejuruteraan Bintai Kindenko Sdn. Bhd. v Nam Fatt Construction Sdn Bhd & Anor [2011] 7 CLJ 442, where the Court of Appeal correctly observed that a temporary restraining order merely postpones the realisation of the bond's security and does not permanently deprive the beneficiary of its rights. That principle is well-established and this Court accepts it.

However, the balance of convenience analysis must take into account all relevant considerations. On one side, the Plaintiffs face reputational and financial consequences from a bond call consequences that are real and not to be minimised. On the other side, MLNG has been deprived for some three months of security against a loss that it quantifies at approximately RM68.8 million, pending an arbitration that has not commenced and shows no signs of imminent commencement.

The BG was commercially negotiated security for precisely this kind of eventuality. To allow its indefinite suspension in the absence of compelling grounds for unconscionability is to render performance bonds commercially ineffective.

This Court also notes that MLNG is a substantial corporate entity. If it wrongly receives payment under the BG, it is in a position to make good any loss. The adequacy of damages as a remedy for MLNG is therefore not in serious doubt. By contrast, the absence of arbitration proceedings means there is no clear endpoint to the injunction it is, in practical terms, a permanent restraint.

The balance of convenience therefore also favours discharge of the injunction.

This Court makes the following findings:

On Jurisdiction: Section 11(1)(a) AA 2005 does no require arbitration to have commenced before interim relief may be sought. The absence of a Notice of Arbitration as at the date of the ex parte hearing was not, in itself, fatal to jurisdiction. However, the continued failure to initiate arbitration 3 months after the injunction was granted, without any affidavit evidence of intention to do so, diminishes the equitable basis for continuation of the relief.

On Non-Disclosure: The Plaintiffs failed to disclose at the ex parte stage: (i) the fact that MLNG had made direct payments of at least RM24 million to the Plaintiffs' subcontractors during the project; and (ii) the material stalling of project progress in the 3 months preceding termination. These were material facts, the omission of which deprived this Court of a full and accurate picture at the critical moment when the ad interim order was granted. The non-disclosures, while stopping short of deliberate deception on the evidence available, are sufficiently serious to weigh heavily against continuation of the injunction at the inter partes stage.

On Unconscionability: The Plaintiffs have not established a strong prima facie case of unconscionability. There is no evidence of behaviour so unconscionable that it would "prick the conscience of a reasonable and sensible man", as required by Sumatec(supra) and subsequent authorities. The three grounds advanced the EOT 2 assessment, the termination, and the simultaneous bond call are, individually and cumulatively, contractual disputes of a kind that fall squarely within the ambit of the parties' arbitration agreement and do not disclose the quality of egregious, oppressive, or morally improper conduct that the threshold requires.

Pertaining to the BG itself, the Court is guided by the Court of Appeal's decision in Oxley Rising(supra): "The ondemand BG should not be contingent on the contract executed between the plaintiff and defendant. It is a separate document entitling the defendant to rely on its terms independent of and aside from the formal contract." Whether MLNG was in breach of the underlying Contract is a matter for arbitration; it is no bar to the exercise of rights under an unconditional on-demand BG.

On Balance of Convenience: The balance of convenience favours discharge. MLNG has been deprived of its unconditional security for three months in the absence of any active arbitration proceedings. MLNG is a creditworthy entity capable of meeting any damages liability if the bond call is ultimately found to have been wrongful. The Consortium's interests can and should be vindicated through arbitration, not through an injunction that operates as a de facto permanent restraint. G. ORDERS

For the reasons set out above, this Court orders as follows:

Enclosure 1 the Plaintiffs' application for a permanent injunction is dismissed;

The ad interim injunction granted on 11.12.2025 is hereby discharged with immediate effect;

The sum of RM22,597,000.00 under Bank Guarantee No. 381PG183391 is to be released by UOB to the Defendant in accordance with the terms of the BG; and

Costs of RM30,000.00 salient to allocator is awarded to MLNG. H. LIMITED ERINFORD INJUNCTION

Following the Court's decision, the Plaintiffs' counsel sought a limited ad interim Erinford injunction for 3 weeks to preserve the status quo pending an immediate appeal under Section 44 CJA, which MLNG's counsel opposed, insisting that the UOB's BG be released without delay. The Court agreed with MLNG's position, noting no unconscionability in the OS.

Nonetheless I granted a very limited Erinford injunction until 17.4.2026, 5:00 p.m., or until further order by the Court of Appeal, restraining the MLNG from receiving the BG funds during this period and failing such further order by the Court of Appeal, UOB is at liberty to release the BG monies to the Defendant. The Court justified this short stay on the basis that it would not prejudice the Defendant since the monies remained with UOB, the Defendant's size meant temporary withholding would not cause financial harm, and any potential nugatory effect would ultimately be for the Court of Appeal to determine. Dated this 8th day of April 2026. RAJES RAGHAVJI JUDICIAL COMMISSIONER HIGH COURT CONSTRUCTION COURT 1 KUALA LUMPUR COUNSEL: For the Plaintiff: Alan Wong Teck Wei, Mohd Shahir bin Md Tahir and Mohamad Amin Feisal bin Azam (Messrs Zain Megat & Murad) For the Defendant: Ooi Chih-wen, Janice Tay and Joel Tan Hin Keat (Messrs Wong & Partners) Case(s) referred to: Prestij Mega Construction Sdn Bhd v Keller (M) Sdn Bhd [2019] MLJU 1231 China Construction Yangtze River (M) Sdn Bhd & Anor v TTDI KL Metropolis Sdn Bhd & Anor [2025] MLJU 4834 Daya CMT Sdn Bhd v Yuk Tung Construction Sdn Bhd [2016] MLJU 352 Oxley Rising Sdn Bhd. v Ssangyong Engineering & Construction Co. Ltd. Jeks Engineering Sdn Bhd v Pali PTP Sdn Bhd [2019] 1 LNS 1392 Sinohydro Corporation (M) Sdn Bhd v Golden Horse Rubber Sdn Bhd [2020] 1 LNS 112 Wong Tzy Jian v Wong Keh Yen & Ors [2025] MLJU 4252 Eversendai Constructions v Samsung C&T [2023] MLJU 2025 Dunggon Jaya Sdn Bhd v Aeropod Sdn Bhd & Anor [2019] 4 MLJ 466 Sumatec Engineering and Construction Sdn Bhd v Malaysian Refining Co Sdn Bhd [2012] 4 MLJ 1 (FC) Damayanti Kantilal Doshi v Jigarlal Kantilal [2004] 1 MLJ 456 SN Akmida Holdings Sdn Bhd v Ahmad Zaki Sdn Bhd [2020] 9 MLJ 137 China Machinery Engineering Corporation & Ors v Idiwan Solar Sdn Bhd & Anor [2025] MLJU 293 Malaysian Resources Corporation Berhad v HSBC Bank Malaysia Berhad & Ors and another suit [2019] MLJU 813 SME Majujaya Sdn Bhd & Anor v Pembinaan Mitrajaya Sdn Bhd & Anor [2018] 1 LNS 1396 Kejuruteraan Bintai Kindenko Sdn. Bhd. v Nam Fatt Construction Sdn Bhd & Anor [2011] 7 CLJ 442 The Arbitration Act 2005 Legislation(s) referred to: