BANDAR UTAMA CITY ASSETS SDN. BHD. v Rotol (Malaysia) Sdn. Bhd. (BA-12A-33-07/2025)

ROTOL (MALAYSIA) SDN. BHD.

CHUA KAH SENG

MARX CHUA WEI KING (NRIC NO.: 900909-10-5765) … RESPONDENTS (IN THE SESSIONS COURT AT SHAH ALAM IN THE STATE OF SELANGOR DARUL EHSAN, MALAYSIA WRIT NO.: BA-A52-7-01/2025 BETWEEN BANDAR UTAMA CITY ASSETS SDN. BHD. (COMPANY NO.: 199401036697 (322379-T)) …PLAINTIFF

ROTOL (MALAYSIA) SDN. BHD.

CHUA KAH SENG

MARX CHUA WEI KING (NRIC NO.: 900909-10-5765) … DEFENDANTS)

This is an appeal by the Plaintiff against the decision of the Session Court Judge (SCJ) dated 21 July 2025, allowing the 1st Defendant’s application for an interlocutory injunction.

Having heard the parties and having considered the Appeal Record and the written submissions by both parties, I dismissed the appeal with costs of RM5,000.00, subject to the allocator.

I now set out my reasons.

The parties are referred to as they were in the Court below.

The Plaintiff is the owner and landlord of the commercial premises known as "SkyClub" located at 1Powerhouse, Bandar Utama, Petaling Jaya. The 1st Defendant is the tenant of the said premises pursuant to a Tenancy Agreement dated 15 October 2021 entered into between the Plaintiff and the 1st Defendant.

Under the Tenancy Agreement, the tenancy was structured for a total duration of 15 years, divided into 5 terms of 3 years each. The 1st Defendant submits that under Clause 2.02A(i) of the Tenancy Agreement, it was granted an exclusive right to renew the tenancy for each subsequent term. The Plaintiff does not dispute the existence of the Tenancy Agreement but disputes the manner in which the tenancy was purportedly renewed.

The 1st Defendant contends that it had exercised its right of renewal through a notice dated 2 April 2024 and that the tenancy therefore remained in force. The Plaintiff disputes this and maintains that the Tenancy Agreement was validly terminated on 18 November 2024 due to alleged material breaches of the tenancy terms.

The Plaintiff further alleges that the premises had been used for activities which were said to be unlawful and in breach of the Tenancy Agreement. The 1st Defendant denies these allegations and contends that there was no proof of such breach. The 1st Defendant also submits that the Plaintiff had failed to comply with the contractual requirement to provide an opportunity to remedy the alleged breach before terminating the tenancy.

It is also not disputed that the 1st Defendant sublet parts of the premises to subtenants, which the 1st Defendant submits was done with the Plaintiff’s knowledge and consent under the terms of the Tenancy Agreement.

Following the termination of the tenancy, the Plaintiff, through its solicitors, issued letters dated 24 February 2025 and 27 February 2025 informing the Defendants that the Plaintiff intended to take vacant possession of the premises on or before 1 March 2025.

The Plaintiff further asserts that the local authority, Majlis Bandaraya Petaling Jaya (MBPJ), had earlier sealed the premises and that upon the premises being unsealed, vacant possession was to be returned to the Plaintiff. The 1st Defendant disputes that any such direction had been issued and submits that no documentary evidence had been produced to support this assertion.

The 1st Defendant maintains and counter claimed that it remained the lawful tenant of the premises and that it had incurred substantial costs in renovating and operating the premises, including through its subtenancy arrangements.

In light of the Plaintiff’s stated intention to retake possession of the premises, the 1st Defendant filed the application in Enclosure 5 seeking an interlocutory injunction to restrain the Plaintiff from taking vacant possession of the premises, removing the 1st Defendant’s and the subtenants’ belongings, or otherwise altering the status quo pending the disposal of the main suit.

The SCJ allowed the said application, and it is that decision which is the subject of the present appeal.

Based on the Grounds of Judgment and the submissions referred to therein, the SCJ allowed the 1st Defendant’s application for an interlocutory injunction for the following reasons.

The SCJ found that the Plaintiff’s intended act of taking vacant possession of the premises without obtaining a court order was contrary to section 7(2) of the Specific Relief Act 1950.

The SCJ accepted the submission of the 1st Defendant that the Plaintiff had failed to produce any documentary evidence to support its assertion that it was entitled to retake possession of the premises or that the local authority had directed vacant possession to be returned to the Plaintiff.

The SCJ found that there were bona fide serious issues to be tried in the main action.

Among the serious issues identified by the SCJ were the following: a) Whether the notice of renewal issued by the 1st Defendant was valid, and whether the tenancy ought to have been renewed. b) Whether the 1st Defendant was entitled to remain in possession of the premises pursuant to the Tenancy Agreement. c) Whether there was any breach of the Tenancy Agreement by the 1st Defendant as alleged by the Plaintiff. d) Whether the Plaintiff had complied with the contractual requirement under the Tenancy Agreement to give the 1st Defendant an opportunity to remedy any alleged breach. e) Whether the termination or non-renewal of the Tenancy Agreement by the Plaintiff amounted to a breach of the agreement.

The SCJ also accepted that the 1st Defendant had undertaken substantial renovation works on the premises and had sub-tenants occupying the premises.

The SCJ found that if the Plaintiff was allowed to retake possession and alter the premises before the trial of the action, the 1st Defendant might suffer prejudice which could not easily be remedied.

The SCJ therefore held that the justice of the case required the status quo to be preserved pending the disposal of the suit.

On that basis, the SCJ allowed the 1st Defendant’s application for an interlocutory injunction with costs of RM3,000. Issues in the Appeal

Whether the SCJ erred in finding that there were serious issues to be tried to justify the grant of an interlocutory injunction.

Whether the SCJ erred in applying the principles governing the grant of an interlocutory injunction.

Whether the SCJ exercised her discretion wrongly in granting the injunction. Analysis and Findings

The present appeal concerns the grant of an interlocutory injunction, which is an exercise of judicial discretion. It is settled that an appellate court should not interfere with such a decision unless the Court below had misdirected itself in law, taken into account irrelevant considerations, failed to consider relevant matters, or the decision is plainly wrong.

In Ng Hoo Kui & Anor v Wendy Tan Lee Peng & Ors [2020] 6 MLRA 193, the Federal Court emphasized that the "plainly wrong" test is a flexible guide and that a trial judge should be accorded a "margin of appreciation." The Court held: "As long as the trial judges conclusion could be supported on a rational basis in view of the material evidence, the fact that the appellate Court felt like it might have decided differently was irrelevant. In other words, a finding of fact that would not be repugnant to common sense ought not to be disturbed."

In the present appeal, I find that the SCJ directed herself to the correct statutory and legal framework. She referred to sections 50 and 51 of the Specific Relief Act 1950 on preventive relief by injunction, and also to the principles stated in Keet Gerald Francis Noel John v Mohd Noor bin Abdullah & Ors [1995] 1 MLJ 193, namely that the Court must first determine whether there is a bona fide serious issue to be tried, then consider where the justice of the case lies, including the balance of convenience, and act to preserve the status quo pending trial.

I will address the appeal under three broad questions. First, whether the SCJ erred in finding that there were serious issues to be tried, second, whether she erred in treating the Plaintiff’s intended retaking of possession as a serious legal issue under section 7(2) of the Specific Relief Act 1950 and third, whether the SCJ erred in the exercise of discretion on the balance of convenience and preservation of the status quo.

On the first question, I find no error in the SCJ’s conclusion that there were bona fide serious issues to be tried. The main suit concerns the continued existence or otherwise of the tenancy, and the parties’ contractual rights arising under the Tenancy Agreement dated 15 October 2021.

It is common ground from the submissions that the tenancy was structured as a fifteen-year arrangement divided into five terms of three years each, and that the 1st Defendant relies on clause 2.02A(i) as conferring an exclusive right of renewal. The 1st Defendant says it exercised that right by notice dated 2 April

The Plaintiff disputes the legal effect of that notice and maintains that the tenancy was validly terminated on 18 November 2024 for material breaches. Those matters go directly to whether the 1st Defendant remained entitled to possession at the material time. They are plainly not sham issues. They are real issues arising from the contract and the parties’ competing positions.

Further, the SCJ identified as triable issues whether the Plaintiff was contractually bound to renew the tenancy, whether the 1st Defendant was entitled to retain possession, whether there had in fact been breaches by the 1st Defendant, whether clause 6.02 required the Plaintiff to afford an opportunity to remedy any breach, and whether the termination or non-renewal itself amounted to a breach by the Plaintiff. These issues arise from the pleadings and the parties’ submissions. In my view, the SCJ was entitled to identify them as serious issues to be tried without thereby determining their merits. That is exactly what Keet Gerald requires at the interlocutory stage.

The Plaintiff argued that the dispute was merely contractual and that any loss could be compensated in damages. In support, the Plaintiff relied on Common Grounds TTDI Sdn Bhd v Ken TTDI Sdn Bhd [2021] MLJU 1925. I am unable to agree that this submission demonstrates any error on the part of the SCJ.

The fact that the dispute arises from a contract does not by itself negate the existence of a serious issue to be tried. As explained by Keet Gerald, the Court at the interlocutory stage is only concerned with whether the material before it discloses a bona fide serious issue requiring investigation at trial. The Court is not required to determine the merits of the parties’ contractual rights at that stage.

In the present case, the dispute concerns the validity of the renewal notice, the alleged breaches of the tenancy agreement, and whether the Plaintiff was entitled to terminate the tenancy and retake possession of the premises. These are substantive issues arising from the parties’ contractual relationship and cannot be resolved without a full trial. In those circumstances, the SCJ was entitled to conclude that there were serious issues to be tried.

Accordingly, the Plaintiff’s reliance on Common Grounds TTDI does not demonstrate that the SCJ had misdirected herself in principle.

I turn to the second question, namely the Plaintiff’s intended retaking of possession and section 7(2) of the Specific Relief Act 1950. In my judgment, the SCJ was correct to treat this as a serious legal issue weighing in favour of interim relief.

Section 7(2) provides, in substance, that where immovable property has been let under a tenancy and the tenancy has ended but the occupier remains in occupation, the person entitled to possession shall not enforce that right otherwise than by proceedings in Court. This statutory protection was relied upon by the 1st Defendant, and the SCJ accepted that submission.

The authorities cited by the 1st Defendant support that approach. In Dr Harjit Singh v Suhaimi bin Samat & Anor [1995] CLJU 62, the Court held that a landlord should not take the law into his own hands by locking out the tenant, and that section 7(2) clearly reflects Parliament’s intention that possession must be recovered through court proceedings. The same broad principle underlies Metro Charm Sdn Bhd v Lee Nyan Hon & Brothers Sdn Bhd & Anor [2008] 7 CLJ 60, which the 1st Defendant cited for the proposition that self-help in retaking possession is impermissible. Whether the facts of those cases are identical is not the point. The principle for present purposes is clear enough, namely that a landlord cannot bypass the court process in order to recover possession from an occupier who remains in occupation.

The Plaintiff sought to justify its intended retaking of possession on the basis that MBPJ had allegedly directed vacant possession to be returned to the Plaintiff upon unsealing of the premises. In my view, the SCJ was entitled to reject that justification at the interlocutory stage for want of documentary support. The Plaintiff’s own submissions show that the 1st Defendant, by letter dated 25 February 2025, requested documentary proof of the alleged MBPJ direction, and that no such document was furnished. The SCJ expressly found that the Plaintiff did not produce any document to support its stance.

On this point, the SCJ referred to Bukit Baru Villas Sdn Bhd v Yeoh Teen Eam & Ors [2017] MLJU 2248 for the proposition that bare denials or bare assertions do not constitute evidence. The citation was apposite. Whether or not MBPJ had sealed and later unsealed the premises is one thing. Whether MBPJ actually imposed a condition that vacant possession must be returned to the Plaintiff is another matter. On the material presently before the Court, that latter assertion remained unsupported by any contemporaneous document. In those circumstances, the SCJ cannot be faulted for treating the Plaintiff’s assertion as unproven for the purpose of this interlocutory application.

The Plaintiff also contended that the injunction had become academic because, according to it, possession had already been returned to the Plaintiff before the injunction application was filed. I am unable to accept that this argument establishes error on the part of the SCJ.

The Plaintiff’s argument again depends on the same unsupported factual assertion: that possession had been returned pursuant to MBPJ’s direction. The 1st Defendant disputed that premise and maintained that, absent a court order, the Plaintiff could not lawfully retake possession. In that context, the SCJ was entitled to regard the status quo as still requiring preservation pending trial.

I next address the Plaintiff’s complaint that the SCJ gave insufficient weight to the alleged material breaches of the tenancy. In my view, this submission does not carry the appeal further. From the materials before me, the alleged breaches were set out in general terms in the submissions, including unlawful activities, raids, operations beyond permitted hours, nuisance, non-compliance with laws and regulations, and later alleged illegal constructions said to have led to MBPJ’s sealing action.

However, the central point is this. Those allegations remain disputed. The 1st Defendant denied that any unlawful activity had been proved, pointed out that no compound had been issued by MBPJ, and relied on the fact that the premises were eventually unsealed. Whether the Plaintiff can ultimately establish those breaches is a matter for trial. At this stage, the Court is not to decide whether the Plaintiff is right or wrong on the merits. It is enough that those disputes are live and substantial. In that sense, the generality and contestability of the alleged breaches reinforce rather than undermine the existence of serious issues to be tried.

I turn then to the third question, namely, whether the SCJ erred in the balance of convenience and the justice of the case. Here again, I find no basis for appellate interference. The 1st Defendant relied on its continued possession, the long tenancy structure, its alleged exercise of the renewal right, and the substantial renovation expenditure and sub tenancy arrangements entered into in reliance on the tenancy. The SCJ accepted that the premises were substantial, that full renovation had been undertaken since about 2022, and that if the Plaintiff were allowed to retake possession and interfere with the premises before trial, the 1st Defendant would suffer prejudice. Those are relevant considerations under Keet Gerald.

The Plaintiff argued that the justice of the case favoured it because the premises had been sealed by MBPJ, because the Plaintiff, as registered owner, was exposed to potential regulatory consequences, and because the injunction created a practical limbo in which no party could properly access the premises. I do not ignore those submissions. They raise practical concerns. However, they do not show that the SCJ acted on a wrong principle.

The question at the interlocutory stage is not which party can point to greater inconvenience. It is whether the SCJ’s weighing exercise was outside the proper range of discretion. In my view, it was not. The SCJ was entitled to take the view that the greater injustice would lie in allowing the Plaintiff to retake possession and alter the premises before the core questions of renewal, termination, breach, and contractual rights to remedy had been tried. That would have risked changing the factual and legal position irreversibly.

The preservation of the status quo is an important feature of interlocutory relief. The SCJ expressly relied on that principle. I find no error in that approach. The 1st Defendant was the tenant in occupation. The validity of the renewal notice and the legality of the termination remain disputed. The Plaintiff had not obtained a court order for possession. In those circumstances, maintaining the existing position until trial was a legitimate and orthodox use of interlocutory relief. It cannot be said that the SCJ granted the injunction on an improper basis.

I also reject the suggestion that the SCJ had effectively decided the merits of the main action. A fair reading of the Grounds of Judgment shows that the SCJ did not finally determine whether the renewal was valid, whether there had been breaches, or whether the termination was lawful. Rather, she identified those as issues that required trial. That is materially different from deciding them. The distinction is important, and in my view, the SCJ had kept within the proper interlocutory boundary.

For the reasons set out above, I find that the SCJ had applied the correct legal principles in considering the application for an interlocutory injunction. The SCJ was entitled to conclude that there were bona fide serious issues to be tried and that the justice of the case required the preservation of the status quo pending the disposal of the main action.

I find no misdirection in law, no consideration of irrelevant matters, and no failure to consider relevant matters which would justify appellate intervention in the exercise of discretion by the

Accordingly, the appeal is dismissed. The order of the SCJ is affirmed, with costs of RM5,000.00 to the Respondents, subject to the allocator. Dated this: 12 March 2026 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Representative: For the Appellant : Pearly Chua Li May Messrs Josephine, L K Chow & Co. For the Respondent : Aw Kai Xiang together with