BA-22NCvC-563-12/2025
High Court of Malaysia11 Mar 2026
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“be an adequate remedy [35] The Plaintiff’s claim is for specific performance of Clause 6(d) of the Tenancy Agreement in order for the Property to be sold to the Plaintiff. [36] Section 11(2) of the Specific Relief Act 1950 states that: - “11(2) Unless and until the contrary is proved, the court shall presume that the b”
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1 DALAM MAHKAMAH TINGGI MALAYA DI SHAH ALAM DALAM NEGERI SELANGOR DARUL EHSAN, MALAYSIA (BAHAGIAN SIVIL) GUAMAN NO: BA-22NCvC-563-12/2025 ANTARA CHUAN FATT HOLDINGS (M) SDN BHD (NO SYARIKAT: 201201007322) … PLAINTIF DAN GOOD POINT PROPERTY SDN BHD (NO SYARIKAT: 198401018315) … DEFENDAN
1
Enclosure 6 is the Notice of Application dated 10.12.2025 by the Plaintiff pursuant to Order 29 of the Rules of Court 2012 for an interim injunction to restrain the Defendant and/or its agent from disposing of and/or transferring a piece of land held under Pajakan Mukim 6056, Lot 56808, Pekan Kajang, District of Ulu Langat, State of Selangor and known as Lot 26-B, Batu 13, 20/04/2026 08:54:27 BA-22NCvC-563-12/2025 Kand. 28 Kampung Simpang Balak, Jalan Cheras, 43000 Kajang, Selangor (“the Property”) to any third party.
2
After perusal of the cause papers and upon hearing submissions by the counsels, I have allowed Enclosure 6 based on the reasons which I shall explain hereafter.
3
The Defendant is the registered owner of the Property.
4
By a tenancy agreement dated 1.4.2021 (“the Tenancy Agreement”), the Defendant has agreed to rent the Property to the Plaintiff for a period of five (5) years, commencing from 7.4.2021 to 31.3.2026 (“the Rental Period”) at a monthly rental of RM 7,000.00 (“the Monthly Rental”).
5
It was agreed that the Plaintiff will be allowed to construct an office building (“the Office Building”) on the Property at its own cost and expense and that the Office Building will be owned by the Plaintiff and not the Defendant.
6
It was also agreed that in the event the Defendant intends to sell the Property, the Defendant shall give the Plaintiff the first option to purchase the Property (“the Right of First Refusal”).
7
On April 2025, the Defendant informed the Plaintiff that the Defendant intends to sell the Property. On or about 30.4.2025, 3 the Plaintiff visited the Defendant’s office and informed the Defendant that the Plaintiff is interested to purchase the Property.
8
The Defendant then offered to sell the Property to the Plaintiff at the purchase price of Ringgit Malaysia Nine Million (RM 9,000,000.00) only. The Plaintiff was shocked at the offer price because the market value for the surrounding land was much lower.
9
The Plaintiff then informed the Defendant that the offer price was too high and they require some time to check with the banks on financing options. The Plaintiff also informed the Defendant that they will discuss this matter again with the Defendant once they have reached to a decision.
10
However, the Defendant issued a letter dated 5.6.2025 to the Plaintiff informing that the Property has already been sold to a third party and that the Plaintiff is now required to vacate and return the Property within six (6) months.
11
The Plaintiff was shocked by the Defendant’s letter dated 5.6.2025 because the Plaintiff has never waived the Right of First Refusal and is still interested to purchase the Property. The Plaintiff, through its solicitors (“the Plaintiff’s Solicitor”) issued a letter dated 20.6.2025 stating that: -
a
The Rental Period only ends on 31.3.2026 and the Defendant is not entitled to demand for the Plaintiff to return the Property before the Rental Period; and
b
The Defendant is required to offer the Property to the Plaintiff in accordance with the Right of First Refusal. [12] On or about 30.6.2025, the Defendant replied to the Plaintiff’s Solicitor, stating that the Property has already been sold and alleging that it was the Plaintiff who has failed to exercise the Right of First Refusal within a reasonable or agreed period. [13] However, the Plaintiff contends that there was no period that has been agreed between the parties in respect of the Right of First Refusal. [14] The Plaintiff’s Solicitor then lodged a private caveat (“the Caveat”) against the Property on 13.10.2025. [15] The Plaintiff’s Solicitor also discovered that the Defendant had entered into sale and purchase agreement with a third party known as Jon Kwong Enterprise Sdn Bhd (“the 3rd Party”) to sell the Property at the purchase price of Ringgit Malaysia Five Million (RM 5,000,000.00) only. [16] The Plaintiff says that the Defendant had never intended to sell the Property to the Plaintiff. The Defendant had deliberately offered to sell the Property to the Plaintiff at RM 9,000,000.00,
Preamble
whereas the Defendant thereafter agreed to sell the Property to the 3rd Party at RM 5,000,000.00. [17] The Plaintiff is now seeking for specific performance in respect of the Right of First Refusal. Summary of the Plaintiff’s case (in supporting Enclosure 6) [18] The Plaintiff states that the Property must first be offered to the Plaintiff before the Defendant can offer and sell it to a third party. The Plaintiff also states that the Defendant is aware that the Plaintiff is interested to purchase the Property. However, the fact that the Defendant agreed to sell the Property to the 3rd Party at RM 5,000,000.00 only goes to show that the Defendant had never intended to offer and sell to the Plaintiff. [19] The Plaintiff argues that there are bona fide issues to be tried as to whether the Defendant had breached the terms of the Tenancy Agreement and whether the Plaintiff can exercise the Right of First Refusal. The Plaintiff also argues that damages would not be an adequate remedy and that the balance of convenience lies with the Plaintiff. Summary of the Defendant’s case (in opposing Enclosure 6) [20] The Defendant states that they have already informed the Plaintiff of their intention to sell the Property. However, there was no offer from the Plaintiff to buy the Property. [21] The Defendant also states that although they have indicated an offer price of RM 9,000,000.00, the Plaintiff is free to negotiate to lower the price. However, the Plaintiff failed to do so. [22] The Defendant also argues that if the Plaintiff is serious in exercising the Right of First Refusal, the Plaintiff must do within a reasonable time. [23] As such, the Defendant submits that there are no serious issues to be tried. [24] The Defendant also points out that they have already sold the Property to the Third Party. Therefore, the Plaintiff’s claim (if any) should only be confined to damages. Findings by the Court Preliminary issue [25] The Defendant had raised a preliminary issue on the fact that Plaintiff’s affidavit in support by Wong Soi Yen (Enclosure 7) (“the Plaintiff’s Affidavit”) was affirmed on 4.12.2025. However, the Writ and Statement of Claim is only dated on 9.12.2025. As such, the Defendant argues that the Plaintiff’s Affidavit was affirmed in support of a non-existent cause or matter. [26] On this issue, the Plaintiff has already explained that the Plaintiff’s Affidavit was prepared and affirmed prior to the filing of Enclosure 6, which is intended to be filed together with the Writ and Statement of Claim. I accept the Plaintiff’s explanation. I do not find any merits in the preliminary issue raised by the Defendant. Law of interim injunction [27] The principles upon which an interim injunction may be granted is laid down in American Cynamid Co v Ethicon Ltd [1975] 1 All ER 504, where it was held that an applicant must satisfy the court of the following: -
a
There are serious issues to be tried;
b
Damages would not be an adequate remedy if the plaintiff succeeds at trial; and
c
The balance of convenience lies in granting the injunction sought. [28] Similarly, in Keet Gerald Francis Noel John v Mohd Noor @ Harun Abdullah & Ors [1995] 1 CLJ 293, it was held that a judge hearing an application for an interlocutory injunction must ask himself whether the totality of the facts presented before him discloses a bona fide serious issue to be tried. Bona fide serious issue to be tried [29] At this stage of the application, the Court is only required to decide whether there are bona fide serious issues to be tried, whereas the merits of the case are to be determined at the main suit. In Duar Tuan Kiat & Anor v Carotech Bhd & Ors [2013] 6 CLJ 185, it was held that: - “(1) The threshold test applicable in an interlocutory injunction is different from that of the main application itself. In an interlocutory application, the court is merely required to make a finding of serious issues to be tried, whereas the merits of the case will be decided in the hearing of the OS itself. The judgment of this court in the opposed ex-parte interlocutory stage did not deal with the merits of the OS but merely on the issue of whether there was any bona fide serious issue to be tried that warranted the granting of the ex-parte injunction. Even though the reliefs in the ex-parte application were similar to the OS, this court had not dealt with the merits of the application.” [30] In this respect, Clause 6(d) of the Tenancy Agreement provides that: - “6. It is AGREED to between the parties hereto as follows: -
d
In the event the LANDLORD(S) intended to disposed/sell the said Land, the LANDLORD hereby agreed to give first priority to the TENANT an option to purchase the said Land subject to the terms and conditions agreed by both parties.” [31] I agree with the Plaintiff’s submission that there are two main issues to be tried in this case: -
a
Whether the Defendant had breached Clause 6(d) of the Tenancy Agreement by not offering the Property to the Plaintiff at RM 5,000,000.00;
b
Whether the Plaintiff is entitled to exercise the Right of First Refusal pursuant to Clause 6(d) of the Tenancy Agreement. [32] In Tokio Marine Life Insurance Malaysia Bhd v RHB Bank Bhd [2025] 6 CLJ 830, it was held that a right of first refusal is a right to be given an opportunity to match any third party offer which the grantor of the right might otherwise be minded to accept. Where there is a third-party deal, a full and fair disclosure of that deal is required to be given to the grantee to enable meaningful exercise of the right of refusal. Good faith is essential in the disclosure to allow the grantee to match the offer. [33] The Defendant had offered to sell the Property to the Plaintiff at RM 9,000,000.00. However, it would appear that the Defendant’s desired price is only RM 5,000,00.00. The Defendant never offered to sell the Property to the Plaintiff at RM 5,000,000.00. The Defendant also never disclosed anything to the Plaintiff even after receiving the offer from the 3rd Party. Neither did the Defendant disclose anything to the Plaintiff prior to entering into a sale and purchase agreement with the 3rd Party. [34] Therefore, it would appear that the Defendant’s action may have constituted a breach of the Tenancy Agreement which entitles the Plaintiff to exercise the Right of First Refusal. Damages would not be an adequate remedy [35] The Plaintiff’s claim is for specific performance of Clause 6(d) of the Tenancy Agreement in order for the Property to be sold to the Plaintiff. [36] Section 11(2) of the Specific Relief Act 1950 states that: - “11(2) Unless and until the contrary is proved, the court shall presume that the breach of a contract to transfer immovable property cannot be adequately relieved by compensation in money, and that the breach of a contract to transfer movable property can be thus relieved.” [37] Similarly, in the case of Tan Ah Chim & Sons Sdn Bhd v Ooi Bee Tat & Anor [1993] 4 CLJ 476, Justice Edgar Joseph Jr. held: - “In principle, therefore, the court has a discretion to order specific performance and decree damages in favour of a party. Land is always deemed to have a special value of loss, which may not be adequately compensated by damages.” Balance of convenience and maintenance of the status quo [38] The Plaintiff is currently renting and occupying the Property. It is always the Plaintiff’s intention to purchase the Property in the event the Defendant wishes to sell. To secure their rights over the Property, the Tenancy Agreement specifically include Clause 6(d), which granted the Plaintiff the Right of First Refusal. Due to the existence of Clause 6(d), the Plaintiff had also erected the Office Building and had carried out many improvements work. [39] In the event the injunction is not granted, there is a high risk that the Defendant will transfer the Property to the 3rd Party, given that a sale and purchase agreement already exists between them. As such, I agree that the balance of convenience lies with the Plaintiff. Conclusion [40] Considering the circumstance of the case, I agree that the Plaintiff had fulfilled the threshold test laid down in American Cyanamid Co v Ethicon Ltd. [41] The Defendant did raise the argument that the Property has been sold to the 3rd Party. However, apart from the fact that a sale and purchase agreement has been entered between the Defendant and the 3rd Party, there is no evidence to support that the transfer of the Property has already been registered to the 3rd Party and that the transaction has been completed. [42] Accordingly, for the reasons above, Enclosure 6 is allowed with costs in the cause. Dated the 20th April 2026. (SEOW HOCK PENG) JUDICIAL COMMISSIONER HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Counsel: For the Plaintiff : Koong Hui Jiun (Messrs Elyne Choo & Koong) For the Defendant : Joseph Yeo (Messrs Joseph Yeo)
1
American Cynamid Co v Ethicon Ltd [1975] 1 All ER 504
2
Keet Gerald Francis Noel John v Mohd Noor @ Harun Abdullah & Ors [1995] 1 CLJ 293
3
Duar Tuan Kiat & Anor v Carotech Bhd & Ors [2013] 6 CLJ 185
4
Tokio Marine Life Insurance Malaysia Bhd v RHB Bank Bhd [2025] 6 CLJ 830
5
Tan Ah Chim & Sons Sdn Bhd v Ooi Bee Tat & Anor [1993] 4
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