Dato' Chang Jong Yu v Dato' Seri Yong Tu Sang (WA-24NCC-65-02/2020)

DATO' SERI YONG TU SANG [NRIC No.: 461125-10-5829] S/N wGFiq5CZmEyoav1wApMHjg

YONG HIN SIONG [NRIC No.: 800704-11-5837]

YONG EMMY [NRIC No.: 750414-10-5498]

KUALA IBAI DEVELOPMENT SDN BHD [Company No.: 282366-H]

IBAI LEISURE SDN BHD [Company No.: 253614-T]

IBAI RIA SDN BHD [Company No.: 203452-A]

IBAIMAS SDN BHD [Company No.: 230300-P]

IBAI GOLF & COUNTRY CLUB BHD [Company No.: 227542-A] ... DEFENDANTS AND WOO THIN CHOY [NRIC No.: 650219-05-5167] ... PROPOSED CONTEMNOR GROUNDS OF JUDGMENT (Enclosures 99, 105 and 106) INTRODUCTION [1] Can a person who was never a party to a court order be held in contempt for aiding and abetting its breach? This question lies at the heart of the present proceedings, in which the S/N wGFiq5CZmEyoav1wApMHjg Plaintiff seeks to commit Datuk Woo Thin Choy to prison and/or fine him for contempt of court. [2] The Plaintiff obtained a Consent Order which prohibited any disposition of the properties of several defendant companies without the Plaintiff's prior approval or, failing that, the court's approval. One of those companies, Ibaimas Sdn Bhd, was subsequently wound up and a liquidator was appointed. The Liquidator thereafter entered into a Turnkey Construction Agreement with Kuala Ibai Property Sdn Bhd, a company wholly owned and controlled by Datuk Thin Choy, whereby lands of Ibaimas Sdn Bhd would be transferred as payment. Kuala Ibai Property Sdn Bhd subsequently entered into Sales and Purchase Agreements to transfer some of these lands to third parties. [3] Before this court are three applications: the Plaintiff's committal application against Datuk Thin Choy, Datuk Thin Choy's application to set aside the ex-parte leave order which permitted the committal proceedings to be commenced, and Datuk Thin Choy's alternative application to stay the committal proceedings pending the disposal of related proceedings. [4] The central issues which fall for determination are: whether the ex-parte leave order was properly obtained; whether a non-party to the Consent Order can be liable for contempt by aiding and abetting its breach; whether the Consent Order S/N wGFiq5CZmEyoav1wApMHjg survived the winding up of Ibaimas Sdn Bhd; whether the transactions complained of constitute a completed disposition in breach of the Consent Order; whether the committal application is premature given ongoing related proceedings; and whether alternative remedies are available such that committal proceedings ought not to be pursued. Having considered the materials before the court, submissions of counsel and the authorities cited, these are my full grounds. BACKGROUND FACTS Parties [5] The Plaintiff is Dato' Chang Jong Yu. [6] The Defendants are Dato' Seri Yong Tu Sang, Yong Hin Siong, Yong Emmy, Kuala Ibai Development Sdn Bhd (“KID”), Ibai Leisure Sdn Bhd, Ibai Ria Sdn Bhd, Ibaimas Sdn Bhd and Ibai Golf & Country Club Bhd. [7] The Proposed Contemnor is Datuk Thin Choy (“the Proposed Contemnor”), who is the sole shareholder and director of Kuala Ibai Property Sdn Bhd (“KIP”). The Originating Summons [8] On 10.2.2020, the Plaintiff filed Originating Summons No. WA-24NCC-65-02/2020 in the High Court of Malaya at Kuala S/N wGFiq5CZmEyoav1wApMHjg Lumpur (Commercial Division). The originating summons concerned resolutions passed at a general meeting of KID held on 3.1.2020 and matters relating to several companies including Ibai Leisure Sdn Bhd, Ibai Ria Sdn Bhd, Ibaimas Sdn Bhd (“Ibaimas”), and Ibai Golf & Country Club Bhd. The Consent Order [9] On 14.7.2020, the High Court granted a Consent Order before Judicial Commissioner Anand Ponnudurai (as he then was) (“the Consent Order”). The Consent Order provided that no disposition of the property of the 4th Defendant, 5th Defendant, 6th Defendant, 7th Defendant, and/or 8th Defendant (being IKD, Ibai Leisure Sdn Bhd, Ibai Ria Sdn Bhd, Ibaimas, and Ibai Golf & Country Club Bhd respectively) may be made by any of the Defendants whether acting on their own and/or through their officers, servants, employees, agents, nominees, or any of them or otherwise howsoever unless such disposition is made with either (a) the prior approval of the Plaintiff as a substantial shareholder of the 4th Defendant; or (b) if the Plaintiff withholds his consent, the prior approval of the court under section 472 of the Companies Act 2016. [10] The Consent Order was indorsed with a notice in accordance with Order 45 rule 7(4) of the Rules of Court 2012 (“ROC”) warning the Defendants that if they disobeyed the order, they S/N wGFiq5CZmEyoav1wApMHjg would be liable to the process of execution for the purpose of compelling them to obey the same. The Winding Up of Ibaimas Sdn Bhd [11] On 5.4.2021, Ibaimas was ordered to be wound up in Petition No. BA-28NCC-21-02/2021. Dato' Raveendra Kumar A/L Nathan (“the Liquidator”) was appointed as the liquidator of Ibaimas. The OS 44 Buy-Out Order [12] On 24.1.2022, the Plaintiff filed Originating Summons No. WA-24NCC-44-01/2022 (“OS 44”) against the shareholders of KID (the 4th Defendant), namely Dato' Seri Yong Tu Sang (the 1st Defendant), Yong Hin Siong (the 2nd Defendant), and Yong Eva, for a declaration that they had conducted the affairs of KID in a manner that is oppressive to the Plaintiff. [13] On 29.11.2022, the High Court ruled in favour of the Plaintiff in OS 44, ordering, among others, that the majority shareholders and directors of KID (being the sole shareholder of Ibaimas Sdn Bhd) buy out all the Plaintiff's shares in KID (“the OS 44 Buy-Out Order”). [14] On 16.12.2022, the Defendants in OS 44 filed a Notice of Appeal against the buy-out order dated 29.11.2022. The S/N wGFiq5CZmEyoav1wApMHjg appeal has not been disposed of, and the Defendants in OS 44 have not performed the buy-out order. [15] There is also an OS 44 Consent Order which relates to the enforcement of the OS 44 Buy-Out Order. The Turnkey Construction Agreement [16] On 28.3.2023, a Turnkey Construction Agreement was entered into between KIP and Ibaimas (“TCA”). Under this agreement, a Joint Venture Development Agreement dated 19.7.2019 was terminated, and KIP was appointed as the Turnkey Contractor to undertake, carry out, and complete the infrastructure works serving Phase 1 of a project, involving 42 lots of land owned by Ibaimas. [17] Based on Clause 5.1 of the TCA, the contract sum payable for the construction works was RM16,280,918.00. Clause 5.2 outlined the mode of payment, which was by way of assignment of rights and interests and/or transfer of 33 lots of Ibaimas's lands (as listed in Schedule C of the TCA) to KIP. [18] According to the documents, the 8 properties which were sold to Modern Mode Sdn Bhd and Saham Terbilang Sdn Bhd (“Saham Terbilang”) were designated as payment under Clause 5.2(i)(a) of the TCA, purporting to reimburse KIP for redemption of properties of Ibaimas from OSK Capital Sdn Bhd (“OSK Capital”). S/N wGFiq5CZmEyoav1wApMHjg The Money Lending Agreement and OSK Facility [19] KIP obtained a loan from OSK Capital via a Money Lending Agreement dated 9.1.2020, a Letter of Offer dated 23.8.2019, and a Supplementary Letter of Offer dated 4.10.2019. KIP used Ibaimas's properties as security for this loan. [20] OSK Capital disbursed a total sum of RM5,286,060 to KIP as follows: on 22.1.2020, RM1,735,953.58 was disbursed; on 27.2.2020, RM1,564,046.42 was disbursed; on 17.3.2020, RM657,805 was disbursed; on 18.6.2020, RM621,955 was disbursed; and on 30.7.2020, RM706,300 was disbursed. [21] The Ibaimas lands were charged by Ibaimas in favour of OSK Capital as security. In or around September 2023, KIP advanced payment to fully settle the OSK Capital facility and thereby secured the discharge of all 82 plots of Ibaimas lands from OSK Capital. The Sales and Purchase Agreements [22] By way of a directors' resolution of KIP dated 18.7.2023 and 8 Sales and Purchase Agreements dated 25.10.2023 (“SPAs”), KIP, claiming to be the beneficial owner of Ibaimas's lands pursuant to the TCA, disposed of 8 lots of Ibaimas's lands to Modern Mode Sdn Bhd and Saham Terbilang. Both Modern Mode Sdn Bhd and Saham Terbilang S/N wGFiq5CZmEyoav1wApMHjg are companies connected to Dato' Seri Yong Tu Sang, who is the 1st Defendant and a party to the Consent Order. [23] In Recital D of the SPAs, to which Ibaimas was a party, it was agreed that KIP was the “lawful and beneficial owner” of the Ibaimas lands pursuant to Clause 5.2 of the TCA. Application to the Terengganu Land Office [24] According to an affidavit affirmed by the Proposed Contemnor on 15.11.2024, on 20.5.2024, KIP issued a letter to the Pejabat Pengarah Tanah & Galian Terengganu requesting the Terengganu Land Office's approval to transfer the 8 properties to Modern Mode Sdn Bhd and Saham Terbilang. Related Court Proceedings [25] Several court proceedings were filed arising from the matters described above: a) On 19.3.2021, a Statement of Claim was filed in Kuala Lumpur High Court Civil Suit No. WA-22NCvC-172- 03/2021 (“Suit 172”). This suit concerned the Money Lending Agreement and the use of Ibaimas's properties as security. S/N wGFiq5CZmEyoav1wApMHjg b) Post Winding Up Application No. BA-28PW-15- 01/2024 (“PWU-15”) was filed in the Shah Alam High Court. This was a post winding up application for a declaration that the TCA is null and void. c) Post Winding Up Application No. BA-28PW-16- 01/2024 (“PWU-16”) was filed in the Shah Alam High Court. This was a post winding up application for leave to remove and, if granted, for an order to remove the Liquidator. d) Post Winding Up Application No. BA-28PW-71- 03/2024 (“PWU-71”) was filed in the Shah Alam High Court. This was a post winding up application for leave to commence action and committal proceeding against the Liquidator. e) High Court Suit No. WA-22NCC-133-02/2024 (“Suit 133”) was filed in the Kuala Lumpur High Court against, inter alia, KIP and The Proposed Contemnor, for an order to prevent the disposition of Ibaimas's lands and damages arising from fraud and conspiracy. An interlocutory injunction application filed in Suit 133 was not allowed primarily on the ground that the Liquidator was not a party in Suit 133. However, on 11.4.2025, the Court of Appeal allowed the Plaintiff's injunction application in Suit 133 to restrain the transfer of the 8 lands in question. S/N wGFiq5CZmEyoav1wApMHjg [26] With regard to PWU-15, there was an order from the Court of Appeal dated 24.7.2023 in Appeal No. B-02(A)-809-05/2022 which suspended KIP's Proof of Debt. Appeal 809 concerns an appeal arising from PWU-70, wherein the Court of Appeal ordered that KIP's Proof of Debt be suspended pending the disposal of another suit impugning the validity of the debt allegedly owed by Ibaimas to KIP under the JVDA. Notice to Show Cause [27] On 4.9.2024, the Plaintiff instructed his solicitors to issue a notice to show cause to request The Proposed Contemnor to furnish an explanation and/or show cause for his actions and why he should not be held in contempt of court for the breach of the Consent Order, within 7 days from the date of the notice. [28] The notice to show cause was served successfully on 4.9.2024 by hand and on 9.9.2024 by way of registered post to the Proposed Contemnor's residential address. [29] On 5.9.2024, the Plaintiff instructed his solicitors to attempt personal service on the Proposed Contemnor again. However, the Plaintiff's solicitors' server was unable to meet the Proposed Contemnor. [30] On 10.9.2024, the Proposed Contemnor's solicitors wrote to the Plaintiff's solicitors to schedule an appointment for service S/N wGFiq5CZmEyoav1wApMHjg after 10.10.2024. The notice to show cause was then served personally on the Proposed Contemnor on 18.10.2024. [31] On 21.10.2024, the Proposed Contemnor requested an extension of time to reply to the notice to show cause by 8.11.2024. [32] On 5.11.2024, the Proposed Contemnor, via his solicitors, responded to the notice to show cause. He responded that he was not a party to the Consent Order dated 14.7.2020 and therefore was not bound by the Consent Order. The Committal Application (Enclosure 99) [33] On 10.12.2024, the Plaintiff affirmed an affidavit in support of the committal application. [34] On 12.12.2024, the Plaintiff filed a Statement pursuant to Order 52 rule 3(2) of the ROC and a Notice of Application for an order of committal against the Proposed Contemnor. [35] The Notice of Application sought an order pursuant to Order 52 rules 2, 3, and/or 4 of the ROC and/or the inherent jurisdiction of the court that the Proposed Contemnor be fined such an amount to be fixed by the court and/or be committed to prison for such period to be determined by the court, on the ground that the Proposed Contemnor had committed contempt of court by aiding and abetting the breach of the S/N wGFiq5CZmEyoav1wApMHjg Consent Order dated 14.7.2020 and obstructing or interfering with the due course of justice. The Leave Order [36] On 15.1.2025, the court granted an order granting leave to commence committal proceedings against the Proposed Contemnor. The Setting Aside Application (Enclosure 105) and Stay Application (Enclosure 106) [37] Following the grant of leave on 15.1.2025, the Proposed Contemnor filed two applications: a) Enclosure 105 is an application to set aside the ex-parte Order dated 15.1.2025 granting leave to commence committal proceedings against the Proposed Contemnor. b) Enclosure 106 is an application to stay the committal proceedings pending the disposal of PWU-15, PWU- 71, and/or such other related proceedings. [38] On 16.4.2025, the Proposed Contemnor affirmed an affidavit in reply to the Plaintiff's affidavit in support of the committal application, in support of his setting aside application, and in support of his stay application. S/N wGFiq5CZmEyoav1wApMHjg THE APPLICATIONS Enclosure 105 [39] Enclosure 105 seeks the following relief: (a) an order setting aside the ex parte Leave Order (Enclosure 100) and dismissing Enclosure 99 (the committal application) with costs; or (b) alternatively, an order staying the contempt proceedings under Enclosure 106 pending the resolution of related substantive suits. [40] On 15.1.2025, the court granted ex parte leave under Order 52 rule 2(2) for the Plaintiff to commence committal proceedings against the Proposed Contemnor (Enclosure 99). This leave was granted based on the Plaintiff's Order 52 statement and supporting affidavits, which the court found met the threshold requirements by demonstrating a prima facie case that the proposed contemnor had aided and abetted breaches of the Consent Order. [41] The Plaintiff contends that the Consent Order was violated and that there is no dispute about the primary facts of the breach; the only question is whether there is justification for the breach, and the contempt proceedings are properly brought for aiding and abetting violations of the court order. [42] The Proposed Contemnor argues that the contempt proceedings are premature and cannot meet the “beyond S/N wGFiq5CZmEyoav1wApMHjg reasonable doubt” standard because there has been no determination that the Liquidator breached the Consent Order, the Consent Order is merely a private arrangement that cannot override the statutory liquidation framework, no actual disposition of lands has occurred, alternative remedies exist in pending suits (particularly Suit 133, PWU-15, and PWU-71), and proceeding with contempt before those suits are determined would breach natural justice. Enclosure 99 [43] Enclosure 99 is a committal application filed by the Plaintiff based on leave granted in Enclosure 100 on 15.1.2025. It seeks an order that the Proposed Contemnor be fined and/or committed to prison for contempt of court by aiding and abetting the breach of the Consent Order dated 14.7.2020 and obstructing or interfering with the due course of justice, along with costs of the application to be borne by the proposed contemnor, and such further relief as the court deems fit and just. [44] The application alleges three acts of contempt committed by the Proposed Contemnor: a) entering into the TCA dated 28.3.2023 with the liquidator of Ibaimas which provided for payment of the RM16.28 million contract sum through transfer of 33 S/N wGFiq5CZmEyoav1wApMHjg out of 42 lots of Ibaimas land to KIP (the company controlled by the Proposed Contemnor); b) entering into eight Sale and Purchase Agreements dated 25.10.2023 (the SPAs) to sell eight of these properties to third parties (Modern Mode Sdn Bhd and Saham Terbilang) for RM5.2 million, with KIP claiming to be the beneficial owner pursuant to the TCA; and c) applying to the Terengganu Land Office on 20.5.2024 to expedite approval and registration of the transfer of these eight lots despite ongoing litigation challenging the transactions. The Plaintiff alleges these acts constitute disposal of Ibaimas assets without the Plaintiff's approval or court approval as required under the Consent Order. [45] The Plaintiff contends that the primary fact of breach is undisputed, the Consent Order containing an anti-disposition clause was violated through these three acts, and the only question is whether there is justification for the breach; the Plaintiff argues that the Proposed Contemnor had knowledge of the Consent Order through Suit 172 and aided and abetted its breach by knowingly entering into transactions that disposed of Ibaimas assets without required approvals. Suit 172 is a civil lawsuit involving disputes over Ibaimas's assets and a Joint Venture Development Agreement, where the Proposed Contemnor is the 10th defendant and the case is S/N wGFiq5CZmEyoav1wApMHjg significant because it references the Consent Order that prohibits asset dispositions without the Plaintiff's approval or court sanction.The Proposed Contemnor argues that the contempt proceedings are premature and cannot meet the “beyond reasonable doubt” standard because no actual disposition has occurred (the lands remain registered to Ibaimas and legal title rests with the Liquidator), there has been no determination that the Liquidator breached the Consent Order (therefore the Proposed Contemnor cannot have aided and abetted “in a vacuum”), the Consent Order is merely a private arrangement that cannot override the statutory framework empowering the liquidator under the Companies Act 2016, alternative remedies exist in pending suits (Suit 133, PWU-15, PWU-71), and proceeding with contempt would constitute a collateral attack and abuse of process when these substantive issues remain unresolved. Enclosure 106 [46] Enclosure 106 seeks an order to stay the committal proceedings in Enclosure 99 pending the disposal of related proceedings in the Shah Alam High Court (PWU-15 and PWU-71) and potentially Suit 133 in the Kuala Lumpur High Court, along with such further relief as the court deems appropriate. [47] Enclosure 106 is a stay application filed by the Proposed Contemnor as an alternative to Enclosure 105 (the setting S/N wGFiq5CZmEyoav1wApMHjg aside application). The application argues that the contempt proceedings should be stayed because the same issues and transactions are the subject matter of ongoing litigation in multiple forums: PWU-15 (seeking to set aside the TCA on grounds it breaches the Consent Order), PWU-71 (involving applications for leave to commence contempt proceedings against the Liquidator), and Suit 133 (challenging the validity of the TCA and SPAs on grounds including fraud, conspiracy, and fraudulent trading). The Proposed Contemnor contends that a prior determination of the Liquidator's authority and whether the Liquidator's acts were validly undertaken must occur before assessing whether the Proposed Contemnor aided and abetted any breach, and that proceeding with contempt before these substantive issues are resolved would breach natural justice and risk inconsistent findings across different courts. [48] The Proposed Contemnor argues that the stay is necessary to ensure natural justice and prevent prejudice, as a finding of contempt would effectively eliminate his defence in all other ongoing suits; the propriety of the Liquidator's decisions and actions are being litigated in PWU-15, PWU-71, and Suit 133, and proceeding with contempt before these matters are determined would prevent him from fully ventilating his arguments and could result in inconsistent judicial findings. The Plaintiff opposes the stay, arguing that Suit 133 was never a ground raised in Enclosure 106, the matters in Suit 133 (conspiracy, fraudulent trading, statutory violations) are S/N wGFiq5CZmEyoav1wApMHjg distinct from the simple question of whether the Consent Order was breached through aiding and abetting, only this court can enforce the Consent Order by way of committal proceedings, and the Plaintiff has already obtained interim protection through the Court of Appeal's restraining order (granted 11.4.2025) preventing transfer of the disputed lands. APPLICATION TO SET ASIDE EX PARTE LEAVE (ENCLOSURE 105) Analysis and Legal Findings [49] The Proposed Contemnor seeks to set aside the ex parte leave granted on 15.1.2025, arguing primarily that the Plaintiff failed to make full and frank disclosure of material facts when seeking leave, particularly regarding the OS 44 Buy-Out Order and its impact on the Plaintiff’s standing to pursue these proceedings. [50] Having carefully considered the arguments advanced by both parties, I find that the ex parte leave was properly granted and should not be set aside. The principles governing the setting aside of ex parte orders require that material non-disclosure be established, but the threshold for obtaining leave under Order 52 rule 3 ROC is not as stringent as contended by the Proposed Contemnor. S/N wGFiq5CZmEyoav1wApMHjg The Purpose and Standard for Leave Applications [51] The purpose of the leave requirement under Order 52 rule 3 is to act as a sieve to prevent abuse of the committal procedure, not to determine the merits of the contempt allegation. [52] The Order 52 statement and verifying affidavit in this case sufficiently: a) identify the Consent Order that was allegedly breached; b) set out specific instances of alleged non-compliance; and c) explain how these actions constitute contempt. Analysis of the Non-Disclosure Allegations [53] The Proposed Contemnor’s primary argument for setting aside the leave centres on the alleged “deliberate” concealment of the OS 44 Buy-Out Order. However, this argument fails for several fundamental reasons relating to both the materiality of the alleged non-disclosure and the nature of the leave application process. S/N wGFiq5CZmEyoav1wApMHjg Materiality of the OS 44 Buy-Out Order [54] The obligation of “full and frank disclosure” applies exclusively to material facts - those that are directly relevant and have a significant impact on the legal proceedings or the decision being sought. As held by Evrol Mariette Peters J (as she then was) in Joy v Gia [2024] MLJU 2575 (High Court): “Material facts are those that, if known, could influence the court’s decision, either by providing critical context or by altering the weight of the arguments presented.” [55] The OS 44 Buy-Out Order is not material to the leave application for several reasons: First, the buyout order has not been performed by the majority shareholders. There is no evidence that any payment has been made to the Plaintiff for the purchase of his shares. Second, the Plaintiff remains the registered shareholder of KID, as evidenced by the company records. Third, and most importantly, the Consent Order remains valid as it has not been set aside or varied by any subsequent court order. [56] A mere unperformed judgment in OS 44 does not vitiate the validity of the Consent Order entered in this court. The principle established in Ann Joo Steel Bhd v Pengarah Tanah dan Galian Negeri Pulau Pinang [2020] 1 MLJ 689 (Federal Court) that court orders must be observed until properly set aside applies with full force to the Consent Order. S/N wGFiq5CZmEyoav1wApMHjg Effect of Buyout Order on Shareholding Rights [57] The Proposed Contemnor’s argument that the Plaintiff’s interest in KID’s affairs ceased upon the making of the OS 44 Buy-Out order is a misinterpretation of the law. The Federal Court decision in Koh Jui Hiong @ Koa Jui Heong & Ors v Ki Tak Sang @ Kee Tak Sang [2014] 3 MLJ 10 does not support the proposition that a minority shareholder loses their rights immediately upon issuance of a buyout order before the order is fully performed. [58] On the contrary, minority shareholders retain their membership in the company and their associated rights until they have completely exited the company pursuant to the buyout. The buyout order serves to safeguard the interests of minority shareholders, ensuring that they remain entitled to supervision and protection in the interim period. As stated in Koh Yat Chong & Anor v Koh Chin Lean Plantation Sdn Bhd & Ors [2015] 7 CLJ 468 (High Court), the beneficial interest of shares is only transferred when the share transfer has been executed and presented. Adequacy of Disclosure at Leave Stage [59] The existence of parallel proceedings or potential future changes in shareholding structure go beyond what is required to be disclosed at this preliminary stage where the court’s role is limited to ensuring there is a prima facie basis for the S/N wGFiq5CZmEyoav1wApMHjg application to proceed. The statement and affidavit demonstrate sufficiently particularised grounds constituting the alleged contempt, and their contents are not inherently improbable. [60] Importantly, the hearing of the leave application on 9.1.2025 was conducted on an opposed ex parte basis, with the presence of the Proposed Contemnor’s solicitors. During the leave application hearing, the Proposed Contemnor’s solicitors made submissions regarding the OS 44 Buy-Out Order. I was fully aware of this fact when granting leave for the commencement of contempt proceedings, having specifically addressed this issue in my Broad Grounds of Decision dated 15.1.2025 at paragraphs [16] to [22]: “Disclosure of the buyout order in OS 44 [16] The Proposed Contemnor submits that leave should be refused as the Plaintiff failed to disclose in its Order 52 statement and verifying affidavit the existence of a buyout order in Originating Summons No. WA-24NCC-44-01/2022 (“OS 44”) dated 29.11.2022, which allegedly affects the Plaintiff's standing to bring this application. This is a buyout order made by the High Court on 29.11.2022 requiring the majority shareholders to purchase the Plaintiff's shares in KID, though this order was under appeal and had not been effectuated at the time of the contempt proceedings. [17] Following Dewan Perniagaan Melayu Malaysia Negeri Johor v Menteri Besar Johor [2016] 7 MLJ 1 (HC) and Tan Kang Ho v Mao Sheng Marketing (M) Sdn Bhd [2015] 4 CLJ 113 (HC), at the leave stage, the court's role is limited to determining whether: S/N wGFiq5CZmEyoav1wApMHjg a) The statement and verifying affidavit demonstrate a specie of contempt; and b) The contents are not inherently improbable. [18] The purpose of this requirement is to act as a sieve to prevent abuse of the committal procedure, not to determine the merits of the contempt allegation. [19] The Order 52 statement and verifying affidavit in this case: a) Identify the Consent Order that was allegedly breached; b) Set out specific instances of alleged non-compliance; and c) Explain how these actions constitute contempt. [20] The existence of parallel proceedings or potential future changes in shareholding structure go beyond what is required to be disclosed at this preliminary stage where the court's role is limited to ensuring there is a prima facie basis for the application to proceed. [21] The statement and affidavit demonstrate sufficiently particularised grounds constituting the alleged contempt, and their contents are not inherently improbable. Questions about the ultimate effect of the buyout order or parallel proceedings are matters that can be fully ventilated at the substantive hearing should leave be granted. [22] I therefore find that the Order 52 statement and verifying affidavit meet the threshold requirements for leave to be granted. This finding is strictly limited to determining whether the application should proceed and makes no determination on the merits of the contempt allegation itself.” S/N wGFiq5CZmEyoav1wApMHjg [61] Questions about the ultimate effect of the buyout order or parallel proceedings are matters that can be fully ventilated at the substantive hearing. The Federal Court in Ann Joo Steel Bhd v Pengarah Tanah dan Galian Negeri Pulau Pinang has established that court orders must be observed until properly set aside. Prima Facie Case Established [62] The Order 52 statement and verifying affidavit set out clearly that: a) the Proposed Contemnor had knowledge of the Consent Order through his involvement in earlier proceedings; b) despite this knowledge, the Proposed Contemnor proceeded to execute the TCA dated 28.3.2023 and subsequent transactions without obtaining the approvals required by the Consent Order; and c) when served with a notice to show cause, the Proposed Contemnor’s response was limited to asserting he was not bound by the order as a non-party. [63] These averments in the Order 52 statement prima facie demonstrate conduct that may constitute aiding and abetting S/N wGFiq5CZmEyoav1wApMHjg breach of a court order. The contents describing the transactions and the Proposed Contemnor’s response are not inherently improbable. Timing and Abuse of Process Arguments [64] The Proposed Contemnor’s arguments regarding timing and alleged abuse of process are not sufficient to warrant setting aside the leave. While the application was filed before critical hearings in other proceedings, this alone does not demonstrate abuse of process at the leave stage. The existence of alternative remedies and parallel proceedings are matters for consideration at the substantive hearing. Conclusion on Enclosure 105 [65] At this preliminary stage, the statement demonstrates a prima facie basis for the application to proceed, though the ultimate merits remain to be determined. The threshold requirements for leave under Order 52 rule 3 ROC have been met. The Proposed Contemnor will have full opportunity to develop his arguments regarding the effect of liquidation, the validity of the Consent Order, and other defences at the substantive hearing. [66] I emphasise that this finding is limited to determining whether the threshold for leave has been met. It does not constitute a finding on the ultimate merits of the contempt allegation, S/N wGFiq5CZmEyoav1wApMHjg which must be proven beyond reasonable doubt at the substantive hearing. THE SUBSTANTIVE COMMITTAL APPLICATION (ENCLOSURE 99) [67] Having found that the ex parte leave was properly granted and should not be set aside, I now turn to consider the substantive committal application on its merits. Analysis and Legal Findings Non-Party Liability for Contempt [68] The Plaintiff argued that although the Proposed Contemnor was not a party to the Consent Order dated 14.7.2020, he may still be liable for contempt because the law extends to anyone who knowingly aids or abets the breach of a court order. What matters is knowledge of the order; personal service is not required. [69] The Plaintiff submitted that the Proposed Contemnor clearly knew of the Consent Order. As the 10th defendant in Suit 172, he responded to pleadings that referred to the Consent Order. In Suit 133, his Defence expressly acknowledged its existence. He also took part in related proceedings in Shah Alam including PWU-15 and Suit 133. When served with a Notice to Show Cause, he did not deny knowledge but only S/N wGFiq5CZmEyoav1wApMHjg asserted that he was not bound as a non-party. Despite this, he proceeded to execute the TCA and eight SPAs dated 25.10.2023, knowing that the Consent Order prohibited any disposition of Ibaimas assets without the Plaintiff’s approval or court sanction under section 472 of the Companies Act 2016. [70] The Proposed Contemnor accepted the general principle that a non-party may be liable for contempt if they knowingly aid and abet a breach of a court order. However, he argued that the real issue was whether any breach of the Consent Order had been established in the first place. He maintained that the TCA dated 28.3.2023 and the eight SPAs dated 25.10.2023 were all executed with the Liquidator’s express approval. Since the Liquidator, appointed on 5.4.2021, authorised the transactions in the course of performing his statutory duties, the Proposed Contemnor contended that there had been no finding that the Liquidator himself breached the Consent Order. He argued that he could not be accused of aiding and abetting a breach “in vacuum,” particularly in light of the broad allegations raised in Suit 133. He further emphasised that when the TCA was signed on 28.3.2023, no injunction was in force, and the Liquidator was acting under the authority of his court-appointed role. [71] The Plaintiff replied that liability for aiding and abetting a breach of a court order is independent and does not require the Liquidator to be first found in contempt. The focus, they S/N wGFiq5CZmEyoav1wApMHjg argued, is on whether the Proposed Contemnor knew of the Consent Order, engaged in conduct that assisted its breach, and whether a breach occurred, regardless of who the primary actor was. The Plaintiff maintained that identifying the main perpetrator is not essential, and noted that separate leave had already been granted to pursue committal proceedings against the Liquidator in PWU-71. [72] The threshold question concerns whether a non-party to a court order can be held liable for contempt, and if so, under what circumstances. This issue requires careful examination of both the legal principles governing contempt liability and their application to the specific factual matrix of this case. [73] The established principle is that a non-party to a court order can be held liable for contempt if they knowingly aid and abet a breach of that order. The High Court in Syed Kechik Holdings Sdn Bhd & Ors v Syed Gamal bin Syed Kechik [2013] 8 MLJ 720 stated: “The law of contempt is wide enough to cover not only those who are bound by the court order, but other parties who assist the disobedience to the court order. It was reported in Attorney-General v Times Newspapers Ltd [1991] 2 All ER 398 that a person, who knowingly impeded or interfered with the administration of justice in an action between two other parties, was guilty of contempt of court notwithstanding that he was neither named in any order of the court nor had assisted a person against whom an order was made (Jasa Keramat Sdn Bhd v Monatech (M) Sdn Bhd [2001] 4 MLJ 577; [2001] 4 CLJ 549).” S/N wGFiq5CZmEyoav1wApMHjg [74] This principle has been consistently applied in Malaysian courts. In T.O. Thomas v Asia Fishing Industry Pte Ltd [1982] 1 MLJ 151 (High Court), it was held that the question is whether the defendant has knowledge of the court order, and personal service is not necessary. The Court of Appeal in Saraswathy Kandasami v Datuk Saravanan a/l Murugan and another appeal [2022] 2 CLJ 202 affirmed that knowingly aiding and abetting the breach of a court order may constitute contempt. More recently, the High Court in Datuk Wira Khiu Fu Siang & Ors v Foo Hiap Siong (dalam kapasiti individu dan juga yang mengamal sebagai pemilik tunggal firma guaman di Tetuan Foo Hiap Siong & Co) [2024] MLJU 1037 ruled that “the law of contempt is wide enough to cover other parties who aid and abet in the breach of a court order and thus, obstructed the administration of justice.” [75] However, the critical question in this case is not whether the legal principle of non-party liability exists, which is well-established, but whether that principle can be applied where there has been no determination that a primary breach of the court order has occurred. The Proposed Contemnor submitted, and I accept, that the concept of “aiding and abetting” a breach necessarily presupposes that a breach has taken place. One cannot aid and abet a breach that has not been established to have occurred. [76] In the present case, all the impugned transactions were undertaken pursuant to the express sanction and approval of S/N wGFiq5CZmEyoav1wApMHjg the Liquidator, who is an officer of the court appointed under the winding up order dated 5.4.2021. The Liquidator exercises statutory powers under the Companies Act 2016 to conduct the liquidation process and administer the assets of Ibaimas. Whether the Liquidator's conduct in sanctioning the TCA and the SPAs constituted a breach of the Consent Order is a question that has not been determined. Indeed, the Plaintiff has sought leave to commence contempt proceedings against the Liquidator in PWU-71, demonstrating that this question remains live and unresolved. [77] The Plaintiff contends that aiding and abetting is an independent liability and does not require the primary actor to be found liable for contempt. Whilst I accept that aiding and abetting constitutes a distinct form of liability, the Plaintiff's submission overlooks a fundamental requirement: before one can be found to have aided and abetted a breach, it must first be established that a breach has in fact occurred. The independence of the liability relates to the fact that the aider and abettor need not be a party to the order and need not have been found guilty alongside the primary actor. It does not mean that liability can be established in a vacuum, absent any finding that the conduct in question constituted a breach of the order. [78] In the present circumstances, the Proposed Contemnor acted as director of KIP pursuant to transactions sanctioned by a court-appointed liquidator exercising statutory powers. Until it S/N wGFiq5CZmEyoav1wApMHjg is determined whether the Liquidator's conduct constituted a breach of the Consent Order, a question that depends on complex issues concerning the interaction between the Consent Order and the statutory liquidation framework, the scope of the Liquidator's powers, and the continued binding effect of the Consent Order following the winding up, it cannot be said that the Proposed Contemnor aided and abetted a breach. To hold otherwise would be to impute contempt liability to the Proposed Contemnor on the basis of conduct undertaken pursuant to the sanction of a court officer, without first establishing that such sanction was itself in breach of a court order. [79] The evidence establishes that the Proposed Contemnor had knowledge of the Consent Order through his involvement in Suit 172, wherein paragraph 33 of the Amended Statement of Claim pleaded the existence of the Consent Order. The Proposed Contemnor, as sole director and shareholder of KIP, executed the TCA and subsequent transactions with full awareness of the Consent Order's prohibition on disposition of Ibaimas' assets without the Plaintiff's approval or court sanction. However, knowledge of the Consent Order alone is insufficient to establish aiding and abetting where the conduct in question was undertaken pursuant to the sanction of the Liquidator and where it has not been determined that such conduct constituted a breach. S/N wGFiq5CZmEyoav1wApMHjg [80] Accordingly, I find that whilst the Proposed Contemnor, as a non-party to the Consent Order, could in principle be liable for contempt through aiding and abetting its breach, such liability cannot be established in the present case absent a determination that the conduct sanctioned by the Liquidator constituted a breach of the Consent Order. The question of whether the Liquidator's conduct breached the Consent Order is properly a matter for determination in the separate proceedings against the Liquidator (PWU-71) and in the substantive proceedings concerning the validity of the transactions (including Suit 133 and PWU-15). Until that threshold question is resolved, the allegation of aiding and abetting against the Proposed Contemnor cannot succeed. Effect of Winding-Up on Consent Orders [81] A critical preliminary issue in these proceedings is whether the Consent Order dated 14.7.2020 survived the winding up of Ibaimas and remained binding upon the court-appointed liquidator and those dealing with the company's assets. This issue goes to the very foundation of the contempt application, as the Plaintiff's case is predicated upon the assertion that the Proposed Contemnor aided and abetted a breach of an order that remained operative notwithstanding the liquidation of the company to which it applied. The Proposed Contemnor contends that the commencement of winding-up proceedings on 5.4.2021 and the appointment of Dato' Raveendra Kumar A/L Nathan as liquidator fundamentally altered the legal S/N wGFiq5CZmEyoav1wApMHjg landscape, rendering the Consent Order ineffective or superseded by the statutory framework governing liquidation under the Companies Act 2016. [82] The Plaintiff argued that the Consent Order remained valid and enforceable even after Ibaimas was wound up. A Consent Order made before liquidation continues to bind the company and its liquidator unless it is formally set aside. The Plaintiff stressed that no party may simply decide that a binding court order no longer applies; if the Liquidator or the Proposed Contemnor believed the Consent Order had ceased to operate, they were obliged to apply to court to set it aside, which they did not do. Until then, the Consent Order must be strictly observed. [83] On section 483 of the Companies Act 2016, the Plaintiff contended that liquidation does not remove pre-existing restrictions on the company’s property. A liquidator takes custody of assets “as is, where is,” meaning any prior encumbrance or restriction continues to bind the liquidator. Liquidation does not enhance title or extinguish restrictions, and if it did, charges and sale agreements would not survive winding up. The Plaintiff noted that the Consent Order does not prohibit the Liquidator from disposing of the land; it merely requires prior approval before doing so. [84] The Plaintiff further argued that this case does not concern arrangements designed to defeat the pari passu distribution S/N wGFiq5CZmEyoav1wApMHjg of assets among creditors. Instead, it involves a restriction requiring consultation with the Plaintiff as a substantial shareholder before disposing of assets. Such a restriction, the Plaintiff submitted, is not the type of arrangement that would undermine equitable distribution in liquidation. [85] The Proposed Contemnor argued that the Consent Order did not survive Ibaimas’ winding up, or at minimum, that its continued enforceability is so doubtful that the criminal standard for contempt cannot be met. He submitted that private agreements or orders cannot override the statutory scheme governing liquidation, especially where doing so would interfere with the Liquidator’s statutory duties or disrupt the pari passu distribution regime. [86] He maintained that the authorities relied on by the Plaintiff do not displace this principle and that the case they cite is distinguishable because, in that matter, the assets in question were never truly part of the company’s estate. Here, by contrast, the lands unquestionably belonged to Ibaimas, and once the winding-up order was made, control over those assets vested in the Liquidator under the Companies Act

The impugned acts were carried out by the court-appointed liquidator and by KIP acting with his approval, not by Ibaimas’ former officers, employees, agents, or nominees contemplated in the Consent Order. The Proposed Contemnor argued that the Plaintiff is effectively using a pre-liquidation Consent Order to restrict how the Liquidator can S/N wGFiq5CZmEyoav1wApMHjg exercise his statutory powers, something he contends the law does not permit. [87] He further submitted that the Consent Order amounted to promises made between shareholders before liquidation, not undertakings to the court and not terms governing the Liquidator’s conduct post-winding up. Therefore, the Plaintiff must first establish that the Liquidator is bound by the Consent Order before any claim of aiding and abetting can arise. [88] Finally, the Proposed Contemnor argued that the very issue of whether the Consent Order survives liquidation is actively being litigated in multiple ongoing proceedings. He contended that it would be unfair and premature to find him in contempt while those substantive questions remain unresolved, as a later determination that the Consent Order no longer applies in a winding-up scenario would render any interim punishment gravely unjust. [89] Having carefully considered the submissions and authorities cited by both parties, I am satisfied that there exists substantial and reasonable doubt as to whether the Consent Order survived the winding up of Ibaimas in such a manner as to bind the court-appointed liquidator in the exercise of his statutory functions. This doubt is sufficiently serious that the criminal standard of proof beyond reasonable doubt required S/N wGFiq5CZmEyoav1wApMHjg for contempt proceedings cannot be satisfied on this critical preliminary issue. [90] The fundamental difficulty facing the Plaintiff's case is the unresolved tension between two competing lines of authority in our jurisprudence. On one hand, there is the general principle established in Ann Joo Steel Bhd v Pengarah Tanah dan Galian Negeri Pulau Pinang [2020] 1 MLJ 689 (Federal Court) that court orders remain binding until properly set aside and that parties cannot unilaterally determine that a binding order of the court need no longer be observed. On the other hand, there is the equally well-established principle from British Eagle International Airlines Ltd v Compagnie Nationale Air France [1975] 2 All ER 390 (House of Lords), adopted by our Federal Court in Sime Diamond Leasing (M) Sdn Bhd v JB Precision Moulding Industries Sdn Bhd (In Liquidation) [1998] 4 MLJ 569, that contractual arrangements cannot override the statutory framework governing the administration and liquidation of insolvent companies. The resolution of how these two principles interact in the specific context of a consent order restricting asset disposals that pre-dates a winding up is far from settled. [91] The Plaintiff places considerable reliance on the decision in Eadie Voon Architect v Stylish Houz Development Sdn Bhd (in liquidation) [2023] 7 MLJ 367 (High Court) for the proposition that consent orders survive winding up and bind liquidators. However, I am compelled to agree with the S/N wGFiq5CZmEyoav1wApMHjg Proposed Contemnor's submission that this decision is of limited persuasive value for present purposes for two significant reasons. First, the case is factually distinguishable in that it involved property which had never truly formed part of the company's assets and remained vested in a third party pending unfulfilled payment conditions. The court's finding that returning such property did not constitute a disposition of the company's assets has limited application to the present case where the lands indisputably formed part of Ibaimas' estate at the time of winding up. Second, and more critically, the decision in Eadie Voon Architect does not appear to have considered or distinguished the binding Federal Court authority in Sime Diamond Leasing or the House of Lords authority in British Eagle, both of which establish the fundamental principle that private contractual arrangements which conflict with the statutory scheme for liquidation do not survive the onset of insolvency proceedings. [92] The Federal Court's decision in Sime Diamond Leasing is directly in point and must be accorded significant weight. The Federal Court, adopting the reasoning from British Eagle, held unequivocally that “contractual provisions which travel beyond the perimeters of what is permitted by the statutory provisions will not survive liquidation or bankruptcy, as being in violation of the fundamental principle of pari passu distribution.” The House of Lords in British Eagle held that “it was open to the courts to refuse to give effect to provisions of a contract which achieved a distribution of an insolvent's S/N wGFiq5CZmEyoav1wApMHjg property which ran counter to the insolvency legislation.” These authorities establish that where private arrangements conflict with the statutory scheme governing insolvency, the statutory scheme prevails. [93] The Plaintiff seeks to distinguish British Eagle and Sime Diamond Leasing on the basis that those cases concerned agreements designed to defeat the pari passu principle of distribution among creditors, whereas the present Consent Order merely requires consultation before disposal of assets. However, this distinction, while superficially attractive, does not withstand closer scrutiny. The essential question is not the specific mechanism by which the statutory scheme is affected, but whether a private arrangement purports to constrain the exercise of statutory powers vested in a court-appointed liquidator by operation of law. Once a winding-up order is made, sections 472(2), 483, 486 and the 12th Schedule of the Companies Act 2016 vest comprehensive powers and duties in the liquidator as an officer of the court. Section 483 provides that the liquidator shall take into his custody and control all property to which the company is entitled. Section 486(2) provides that the liquidator shall, in the administration of the assets of the company, have regard to any directions given by the court. The 12th Schedule sets out the extensive powers of liquidators, including powers to carry on the business of the company and to sell the real and personal property of the company. S/N wGFiq5CZmEyoav1wApMHjg [94] The Consent Order, while entered into before the winding up, has the practical effect of requiring the Liquidator to obtain the approval of the Plaintiff (a shareholder in the parent company) or alternatively the court's approval under section 472 of the Companies Act 2016, before disposing of Ibaimas' property. This restriction was not imposed by the court in contemplation of a liquidation scenario, but rather emerged from a shareholders' dispute at a time when the company was solvent and under the control of its board of directors. The question is whether such a private arrangement can continue to bind a court-appointed liquidator in the exercise of statutory functions which exist precisely to ensure the orderly administration of an insolvent estate for the benefit of all creditors and stakeholders in accordance with the statutory scheme. [95] The authorities relied upon by the Plaintiff concerning the binding nature of court orders must be understood in their proper context. The principle from Ann Joo Steel Bhd v Pengarah Tanah dan Galian Negeri Pulau Pinang [2020] 1 MLJ 689 (Federal Court) that parties cannot unilaterally determine that court orders need not be observed is undoubtedly correct as a general proposition. However, that case did not involve the supervening effect of insolvency legislation or the appointment of a court officer with statutory duties that might conflict with a pre-existing order. The question here is not whether parties can ignore court orders they find inconvenient, but whether the operation of law upon S/N wGFiq5CZmEyoav1wApMHjg the occurrence of winding up fundamentally alters the legal landscape such that an order made in different circumstances may no longer have the same application or effect. [96] The Proposed Contemnor's submission that the Consent Order effectively represents a private arrangement between shareholders, with no terms specifically addressing the Liquidator's powers or duties in the event of insolvency, has considerable force. The Consent Order by its terms applies to dispositions made “by any of the Defendants whether acting on their own and/or through their officers, servants, employees, agents, nominees or any of them or otherwise howsoever.” A liquidator is not an officer, servant, employee, agent or nominee of the company in the ordinary sense; rather, a liquidator is an officer of the court appointed by statute with specific powers and duties defined by the Companies Act 2016. The liquidator does not act for the shareholders or the company's board but acts as an independent officer of the court responsible for administering the estate in accordance with statutory requirements. The court considers that the question of whether the words "or otherwise howsoever" in the Consent Order were intended to extend to a court-appointed liquidator exercising statutory powers is at the very least debatable, and this ambiguity cannot be resolved against the Proposed Contemnor in proceedings requiring proof beyond reasonable doubt. S/N wGFiq5CZmEyoav1wApMHjg [97] The standard of proof in contempt proceedings is proof beyond reasonable doubt. This is not merely a procedural nicety but reflects the quasi-criminal nature of contempt and the potential for imprisonment or other serious consequences. As the Court of Appeal held in Pegawai Pengurus Pilihanraya Dewan Perayu Undangan Negeri Bagi Pilihan Raya Dun N.27 Amino Agos bin Suyub v Dr. Streram a/l Sinnasamy & Ors [2019] MLJU 1558, "where there are two equally consistent possibilities open to the court, it is not right to hold that the offence is proved beyond reasonable doubt" (citing Re Bramblevale Ltd [1970] 1 Ch 125). Furthermore, in Dato' Ibrahim bin Ali v Datuk Seri Anwar Bin Ibrahim [2015] 4 MLJ 98, the Court of Appeal observed that "should any doubt arise as to the culpability of the alleged contemnor, it ought to be resolved in favor of the alleged contemnor." The court in Wee Choo Keong v Mbf Holdings Bhd & Anor and Another Appeal [1995] 3 MLJ 549 similarly observed that "it is already well established that in contempt of court proceedings, proof must be proof beyond reasonable doubt, and that where there is a doubt the doubt ought to be resolved in favour of the person charged." [98] Applying these principles to the present case, I find that there are at least two equally consistent possibilities: first, that the Consent Order survived the winding up and continues to bind the Liquidator; and second, that the statutory framework governing liquidation under the Companies Act 2016, particularly the powers vested in the court-appointed S/N wGFiq5CZmEyoav1wApMHjg liquidator under sections 483, 486 and the 12th Schedule, takes precedence over the pre-liquidation private arrangement embodied in the Consent Order such that the Liquidator is not bound by it. Given the existence of these two equally consistent possibilities, supported by competing lines of authority at the highest levels of our judiciary and in respected foreign jurisdictions, it cannot be said that the Plaintiff has established beyond reasonable doubt that the Consent Order survived the winding up and remained binding on the Liquidator in the manner asserted. [99] The Proposed Contemnor has raised a genuine legal argument, grounded in Federal Court authority in Sime Diamond Leasing (M) Sdn Bhd v JB Precision Moulding Industries Sdn Bhd (In Liquidation) and House of Lords authority in British Eagle International Airlines Ltd v Compagnie Nationale Air France, that the statutory framework for liquidation takes precedence over private pre-liquidation arrangements. The fact that the Plaintiff disagrees with this argument and can point to other authorities supporting a contrary view does not eliminate the doubt; rather, it underscores that this is a contested question of law on which reasonable minds, including judicial minds, might differ. In a criminal or quasi-criminal proceeding such as contempt, the existence of such fundamental legal controversy cannot be resolved against the accused beyond reasonable doubt. S/N wGFiq5CZmEyoav1wApMHjg [100] I am mindful of the Plaintiff's submission that if parties genuinely believed an order was invalid, they should apply to set it aside rather than ignore it. There is undoubtedly force in this general principle as articulated in Ann Joo Steel. However, the question here is not whether parties can unilaterally ignore court orders they find inconvenient, but whether the operation of law upon the occurrence of winding up fundamentally altered the legal landscape such that the Consent Order's application to a court-appointed liquidator exercising statutory functions is itself a contested legal question. The Liquidator's position may well be that no application to set aside was necessary because the statutory scheme governing his powers and duties as a court-appointed officer operates by force of law and is not subject to displacement by private arrangements to which he was not a party and which made no provision for the liquidation scenario. [101] For the reasons set out above, I find that substantial and reasonable doubt exists as to whether the Consent Order survived the winding up of Ibaimas and remained binding upon the court-appointed liquidator in the exercise of his statutory functions under the Companies Act 2016. This doubt is not fanciful or contrived but is grounded in competing lines of binding authority and fundamental questions about the interaction between court orders made in a pre-insolvency context and the statutory scheme governing S/N wGFiq5CZmEyoav1wApMHjg liquidation. Where such doubt exists, the criminal standard of proof required for contempt proceedings cannot be satisfied. [102] Accordingly, I find that it has not been established beyond reasonable doubt that the Consent Order survived the winding up and remained operative and binding upon the Liquidator in the manner alleged. The unresolved tension between the principle that court orders remain binding until set aside and the principle that private contractual arrangements cannot override the statutory framework for liquidation creates sufficient doubt that this court cannot make a definitive finding on this critical preliminary issue to the criminal standard required. This finding is limited to the question of whether the Consent Order survived the winding up and does not address the other elements necessary to establish contempt, which will be examined in the sections that follow. Whether Disposition Has Occurred [103] The Plaintiff argued that the TCA dated 28.3.2023 and the eight SPAs dated 25.10.2023 amounted to a prohibited disposition of Ibaimas’ assets in breach of the Consent Order. The Plaintiff contended that “disposition” should be interpreted broadly to include any transaction that transfers beneficial ownership or creates binding obligations over the land, even if legal title has not yet been transferred. On this view, Clause 5.2 of the TCA, providing for payment of the S/N wGFiq5CZmEyoav1wApMHjg contract sum through land transfers, was said to constitute an immediate disposal of the lands to KIP. [104] The Plaintiff further submitted that the eight SPAs show KIP asserting beneficial ownership, as reflected in the recitals describing KIP as the lawful and beneficial owner pursuant to the TCA. The Plaintiff maintained that the very act of executing these documents was sufficient to amount to contempt, characterising the Proposed Contemnor’s conduct as an attempt to sidestep the Consent Order. The Plaintiff also relied on the fact that on 20.5.2024, KIP, through the Proposed Contemnor, sought to expedite registration of the eight lots at the Terengganu Land Office, which the Plaintiff described as a further act of contempt committed after concerns over breach had already been raised in other proceedings. [105] The Proposed Contemnor argued that no disposition has taken place because the lands remain with Ibaimas and legal title is still held by the Liquidator. He characterised the contempt application as premature, asserting that the TCA and SPAs have not resulted in any transfer of title. He stressed that contempt requires proof beyond reasonable doubt, which cannot be met where there is real uncertainty over whether any legally effective disposition has occurred. [106] He further submitted that the mere execution of agreements cannot amount to contempt, particularly when those S/N wGFiq5CZmEyoav1wApMHjg agreements were entered into under the Liquidator’s statutory authority. The recital in the SPAs describing KIP as the beneficial owner was said to reflect only KIP’s contractual entitlement under the TCA, approved by the Liquidator, and not an actual transfer of ownership. The Proposed Contemnor emphasised that only the Liquidator can effect any transfer of title. [107] He also noted that the validity and enforceability of the TCA and SPAs are actively being litigated in several ongoing proceedings, including PWU-15, PWU-71, and Suit 133, and therefore remain subject to judicial determination. [108] The court has carefully considered the competing interpretations of what constitutes a “disposition” within the meaning of the Consent Order. The evidence before the court establishes the following critical factual matrix. [109] First, regarding the execution versus completion of transactions: While the TCA dated 28.3.2023 and the eight SPAs dated 25.10.2023 have indeed been executed, the actual transfer of legal title to the lands has demonstrably not been completed. The land registry records confirm that all 42 lots, including the eight lots subject to the SPAs, remain registered in the name of Ibaimas. The Proposed Contemnor correctly states that “the legal title of the lands, at all material times, rests with the Liquidator” as the only party empowered to effect formal transfer of assets out of Ibaimas. S/N wGFiq5CZmEyoav1wApMHjg [110] Second, regarding the effect of interim relief: Of particular significance is the fact that on 11.4.2025, the Court of Appeal in Appeal No. W-02(IM)(NCC)-1912-11/2024 (“Appeal 1912”) granted interim relief restraining the transfer of the eight lands in question. Appeal 1912 concerns whether a Statutory Injunction under section 351 of the Companies Act 2016 should be granted to restrain the Proposed Contemnor and other respondents from transferring lands belonging to Ibaimas pending litigation, despite the company being in liquidation and the appellants allegedly having only monetary interests rather than property rights. Both parties acknowledge this development - the Proposed Contemnor confirms that “on 11.04.2025, the Plaintiff obtained an interlocutory injunction from the Court of Appeal, restraining the transfer of Ibaimas’ Lands pending the disposal of Suit 133,” while the Plaintiff argues that the Court of Appeal granted the injunction to stop the sale or transfer of these properties to the defendants. This injunctive relief was necessitated precisely because the formal transfer process remained pending and had not been completed. [111] Third, regarding the distinction between contractual obligations and completed dispositions: The court acknowledges the Plaintiff’s argument that beneficial ownership may change through contractual arrangements even before formal registration. However, in the specific circumstances of this case, where the transactions involve a S/N wGFiq5CZmEyoav1wApMHjg company in liquidation subject to statutory oversight, and where the validity and effect of the underlying agreements remain subject to judicial determination in multiple ongoing proceedings, the court is not persuaded that binding dispositions have been completed. The recitals in the SPAs asserting KIP’s beneficial ownership, while noteworthy, represent contractual claims rather than established legal facts, particularly given the contested nature of the Liquidator’s authority and the TCA’s validity. [112] Fourth, regarding the impact of ongoing litigation: The transactions remain subject to intensive judicial scrutiny in PWU-15, PWU-71, and Suit 133, which involve complex questions about the Liquidator’s powers under the Companies Act 2016, the continued effect of the Consent Order post-winding up, and the validity of the transactions themselves. The Proposed Contemnor correctly submits that the “validity and enforceability of TCA and SPAs remain subject to judicial scrutiny and determination in various legal proceedings.” In these circumstances, where fundamental questions about the legal efficacy of the transactions remain unresolved, the court cannot conclusively find that completed dispositions in breach of the Consent Order have occurred. [113] In these circumstances, applying the criminal standard of proof required in contempt proceedings, the court cannot be satisfied beyond reasonable doubt that there has been a completed disposition of assets in breach of the Consent S/N wGFiq5CZmEyoav1wApMHjg Order. The transactions remain inchoate, subject to ongoing judicial scrutiny in various proceedings, and their ultimate validity and legal effect have yet to be definitively determined. The court notes that this finding does not preclude future contempt proceedings should the transactions proceed to completion without proper authorisation, but at this juncture, the alleged contempt is premature and speculative rather than established fact. Procedural Issues and Prematurity [114] The Plaintiff contended that parallel proceedings did not bar this contempt application, as the matters raised in PWU-15, PWU-71, and Suit 133 involved different remedies and legal issues from the present inquiry into whether the Proposed Contemnor knowingly aided and abetted breaches of the Consent Order. The Plaintiff emphasised that the court in PWU-71 had already permitted parallel proceedings by granting leave to join the Liquidator to Suit 133 and to commence committal proceedings, and that only this court could enforce the Consent Order through committal. The Plaintiff noted that the Proposed Contemnor sought a stay only pending PWU-15 and PWU-71, not pending Suit 133, which demonstrated that the argument of duplication with Suit 133 was an afterthought. [115] The Proposed Contemnor argued that the committal proceedings constituted an abuse of process because the S/N wGFiq5CZmEyoav1wApMHjg same allegations were being litigated in PWU-15, PWU-16, PWU-71, and Suit 133, and that the Plaintiff was improperly repackaging disputed civil issues as contempt with tactical timing designed to interfere with ongoing proceedings. He submitted that the Plaintiff's allegations of aiding and abetting depended entirely on whether the TCA and SPAs were legitimate exercises of the Liquidator's statutory powers, which was the central issue in Suit 133 and should not be undermined by parallel contempt proceedings. The Proposed Contemnor emphasised that contempt requires proof beyond reasonable doubt, and where genuine doubt exists, as here regarding whether the Consent Order applies post-winding-up, whether the TCA and SPAs are valid, and whether the acts interfere with justice, liability cannot be imposed. He contended that the proceedings risked pre-empting judicial determinations in the pending suits and generating inconsistent findings, amounting to a waste of judicial resources and misuse of contempt to exert pressure during ongoing litigation. [116] The court has carefully considered the competing submissions of both parties on the issue of whether the contempt application should proceed in light of the existence of parallel proceedings and alternative remedies. This issue raises fundamental questions about the proper scope and exercise of the court's contempt jurisdiction, particularly where multiple related proceedings are pending before S/N wGFiq5CZmEyoav1wApMHjg different courts and where the underlying factual and legal questions remain contested and unresolved. [117] The principles governing contempt proceedings demand the highest standard of proof and careful consideration of whether the court’s extraordinary jurisdiction should be invoked. Contempt proceedings are quasi-criminal in nature, carrying the potential for imprisonment, and therefore require not only proof beyond reasonable doubt but also careful attention to procedural fairness and the appropriateness of the remedy sought. [118] The High Court in Amino Agos reaffirmed that contempt, being an offence with serious consequences for personal liberty, requires a level of proof that leaves no room for uncertainty. If the evidence supports two equally plausible explanations, the court cannot conclude that the offence has been proven beyond reasonable doubt. Any uncertainty about the alleged contemnor’s blameworthiness must be resolved in that person’s favour. This insistence on complete clarity reflects the stringent safeguards that accompany the court’s contempt jurisdiction. [119] The alleged contempt in this case arises from disputed facts currently litigated across multiple proceedings including PWU-15, PWU-71, and Suit 133. These proceedings involve fundamental questions about the Liquidator’s powers under the Companies Act 2016, the survival and effect of the S/N wGFiq5CZmEyoav1wApMHjg Consent Order following winding-up, and the validity of the commercial transactions themselves. The resolution of these core issues will necessarily affect any assessment of whether contempt has occurred. [120] PWU-15 in the Shah Alam High Court seeks to “injunct KIP and the liquidator of Ibaimas from implementing the TCA on the grounds, inter alia, that the TCA breaches the Consent Order.” This proceeding directly challenges the foundation upon which the present contempt allegation rests. If the High Court in PWU-15 determines that the TCA is valid and does not breach the Consent Order, or that the Consent Order does not bind the Liquidator, this would fundamentally undermine the basis for the contempt finding sought in the present proceedings. [121] PWU-71 seeks “leave of Court to institute all necessary proceedings for an order for committal to commit the Liquidator of Ibaimas for breaching the Consent Order.” This proceeding concerns the very same transactions but focuses on the Liquidator’s conduct rather than that of the Proposed Contemnor. The fact that leave is being sought to commence contempt proceedings against the Liquidator demonstrates the disputed nature of whether the Liquidator’s conduct constituted a breach of the Consent Order. [122] Suit 133 in the Kuala Lumpur High Court seeks to “declare the TCA and any agreement arising therefrom are part of the S/N wGFiq5CZmEyoav1wApMHjg scheme to defraud the creditors of Ibaimas (in liquidation) and are null, void and unenforceable.” The Plaintiff has alleged that the TCA violates various provisions of the Companies Act 2016 and constitutes fraudulent trading. If these allegations are proven, it would fundamentally alter the legal characterisation of the transactions and the culpability of the parties involved. [123] The interconnected nature of these proceedings creates substantial risk that findings in the contempt application could prejudice the determination of substantive issues in other forums. The Proposed Contemnor correctly argued that “Allowing Enclosure 99 herein would effectively pre-judge the key issues central to PWU-15, PWU-16 and Suit 133” and that “Permitting Enclosure 99 to proceed at this stage risks rendering inconsistent findings and circumventing the proper adjudication of these substantive dispute.” [124] This concern is particularly acute given that the contempt application seeks findings that would necessarily involve determinations about the validity of the TCA, the scope of the Liquidator’s powers, and the survival of the Consent Order post-winding up. These are precisely the issues before other courts, and making such determinations in contempt proceedings would risk creating inconsistent judgments and undermining the orderly resolution of these complex disputes. S/N wGFiq5CZmEyoav1wApMHjg [125] The complexity of the legal issues involved further militates against proceeding with contempt at this stage. The interaction between consent orders and statutory liquidation frameworks involves sophisticated questions of law that have not been definitively resolved by superior courts. The authorities cited by both parties involve different factual matrices and do not provide clear guidance for the specific circumstances of this case. [126] Moreover, the fact that no actual transfer of title has occurred adds another layer of complexity to the analysis. The Proposed Contemnor correctly states that “there are no disposition of lands that have taken place” because “The lands in question have not been transferred pursuant to the TCA and the SPAs” and “the lands in question currently still remain with Ibaimas (in liquidation).” The Terengganu Land and Mines Director’s Office has “expressed its reluctance to process KIP’s application for transfer of land titles, due to the ongoing disputes in Suit 133.” [127] The Court of Appeal’s grant of interim relief on 11.4.2025 in Appeal 1912, restraining transfer of the eight lands in question, demonstrates that protective measures are already in place. This interim relief was granted precisely because the formal transfer process remained pending and had not been completed. The existence of this protective order significantly reduces any urgency that might otherwise justify the use of contempt proceedings as an immediate remedy. S/N wGFiq5CZmEyoav1wApMHjg [128] The timing of the contempt application also raises concerns about its strategic nature. The Proposed Contemnor noted that the Plaintiff “has been aware of the alleged breaches since 2021 but only chose to commence the committal proceedings against me just before crucial hearings in Appeal 1912, PWU-14, PWU-15, PWU-16, and PWU-71.” This delay, followed by the strategic timing of the application, suggests an attempt to use contempt proceedings as leverage in the broader litigation rather than as a genuine remedy of last resort. [129] The principle established in GS Gill Sdn Bhd v Descente Ltd [2008] 6 MLJ 181 supports the proposition that contempt proceedings is improper and disproportionate when the primary remedy of damages and injunction has been secured. The Court of Appeal stated: “The main object of the plaintiff was to obtain damages from the defendant for the breach by it of the relevant licence agreement. That it got. It also obtained the consequential relief it asked for. So, the fact that the subject goods were sold during the currency of the injunction assumes little importance since other remedy, namely, damages were awarded for the sale in any event. Pursuing the contempt remedy therefore smacks of vindictiveness rather than enforcement. Since the remedy of attachment of the person is discretionary, the refusal of the learned judge to find guilt on the part of the defendant’s chairman was correct having regard to the very special facts of the instant case.” [130] In this case, the Plaintiff has obtained significant interim protection and has comprehensive remedies available S/N wGFiq5CZmEyoav1wApMHjg through multiple ongoing proceedings, making the extraordinary remedy of contempt both unnecessary and disproportionate. Adequate Alternative Remedies [131] The Plaintiff submitted that the remedies available in PWU-15 and Suit 133 differ fundamentally from contempt proceedings, as those courts cannot determine whether the Proposed Contemnor aided and abetted a breach of the Consent Order - only this court possesses the authority to enforce the Consent Order through committal. The Plaintiff argued that the Proposed Contemnor should not be permitted to rely on alternative remedies when he has actively opposed those very remedies by resisting applications challenging the TCA and seeking to appeal the injunction eventually granted. The Plaintiff contended that contempt as a last resort was satisfied because the Proposed Contemnor was repeatedly alerted to the Consent Order's prohibition yet continued with the impugned conduct, intensifying matters by writing to the land office in May 2024 to expedite registration of the eight lots even as injunction proceedings were underway. [132] The Proposed Contemnor submitted that the Plaintiff already has ample and effective remedies in several ongoing proceedings - PWU-15 challenges the TCA directly, Suit 133 seeks declarations that the TCA and SPAs are void together with injunctions and damages, and PWU-71 concerns the S/N wGFiq5CZmEyoav1wApMHjg Liquidator's conduct - making committal unnecessary and inappropriate. He emphasised that contempt is an exceptional and punitive remedy to be used sparingly and only as a last resort, and that the Plaintiff has already obtained substantial interim protection through an interlocutory injunction restraining any transfer of Ibaimas' lands. He argued that the Plaintiff's timing in initiating contempt shortly before crucial hearings in those cases, despite allegedly knowing of the breaches since 2021, indicates a tactical attempt to pressure him rather than a genuine last resort, and that until the courts hearing PWU-15, PWU-71 and Suit 133 determine whether the Consent Order survives liquidation and whether the TCA or SPAs breach it, there is no basis for contempt proceedings. [133] The court has carefully considered the submissions of both parties on the issue of whether adequate alternative remedies exist such that the extraordinary remedy of contempt is neither necessary nor appropriate in the circumstances of this case. This is a critical issue because the law is well-settled that contempt jurisdiction must be exercised with restraint and only where absolutely necessary, particularly where other meaningful remedies are available. [134] The Plaintiff has adequate alternative remedies available through the various pending proceedings which provide comprehensive avenues for relief that address the substantive issues underlying this contempt application. S/N wGFiq5CZmEyoav1wApMHjg [135] PWU-15 seeks to injunct the implementation of the TCA on the grounds that it breaches the Consent Order. The Proposed Contemnor accurately characterised this proceeding as seeking “to injunct KIP and the Liquidator of Ibaimas from implementing the TCA on the grounds, inter alia, that the TCA breaches the Consent Order”. The Plaintiff similarly described PWU-15 as seeking a “declaration that the TCA is null and void” and primarily “seeking the winding up court’s supervisory power over liquidator”. This proceeding directly addresses the validity of the TCA and whether its implementation violates the Consent Order. [136] Suit 133 challenges the validity of the transactions on grounds including fraud and conspiracy. The Proposed Contemnor submitted that Suit 133 involves allegations of “fraud and conspiracy” and seeks to “declare the TCA and any agreement arising therefrom are part of the scheme to defraud the creditors of Ibaimas (in liquidation) and are null, void and unenforceable”. The Plaintiff similarly described Suit 133 as involving “conspiracy, fraudulent trading, misusage of office” and aiming to “challenge the turnkey construction agreement for violation of various statutory provisions”, specifically involving allegations of “conspiracy and fraudulent trading under s. 541 of the Companies Act”. Significantly, the Plaintiff has also sought “general and exemplary damages against KIP and myself [the Proposed Contemnor] in Suit 133”, demonstrating that monetary relief is available against the Proposed Contemnor in that forum. S/N wGFiq5CZmEyoav1wApMHjg [137] PWU-71 seeks leave to commence contempt proceedings against the Liquidator, focusing on the Liquidator’s conduct rather than that of the Proposed Contemnor. [138] These proceedings provide appropriate forums for determining the substantive questions at issue. The Proposed Contemnor submitted that these other suits will directly determine, among others, the following critical issues: a) The validity of the TCA; b) The enforceability of the transactions under the TCA and the SPAs; c) Whether the Consent Order subsists and survives the winding up of Ibaimas; and d) Whether the Consent Order has been breached. [139] The Proposed Contemnor contended that proceeding with contempt would “risk pre-empting these substantive determinations, as well as leading to inconsistent or premature findings”. [140] Furthermore, the Plaintiff has already obtained substantial interim relief. The Court of Appeal granted an interlocutory injunction on 11.4.2025 in Appeal 1912, restraining the transfer of the eight lands in question. This protective order S/N wGFiq5CZmEyoav1wApMHjg demonstrates that the Plaintiff’s interests are already being safeguarded pending the resolution of the substantive disputes, negating the urgency that might otherwise justify contempt proceedings. [141] Contrary to the Plaintiff’s assertion that the “remedy that the plaintiff has in different proceedings are quite distinct” and that other courts “cannot declare that Mr Woo aided and abetted the breach of the consent order”, the court finds that the available remedies adequately address the harm complained of. The fact that the specific remedy of a finding of contempt may not be available in other forums does not render those alternative remedies inadequate where they can provide substantive relief for the underlying grievances. [142] Contempt proceedings should not be used as an alternative means of obtaining substantive relief where adequate remedies exist through ordinary civil proceedings. [143] This principle is well-established and supported by extensive authority cited by the Proposed Contemnor. The law requires that contempt jurisdiction be “exercised sparingly and where it is absolutely necessary” and “should be employed most sparingly” (Jaginder Singh & Ors v Attorney-General [1988] 1 MLJ 71). [144] The Court of Appeal emphasised in Celcom (M) Bhd & Anor v Tan Sri Dato’ Tajudin bin Ramli & Ors [2018] 10 MLJ 397 that S/N wGFiq5CZmEyoav1wApMHjg the “Court’s power to punish for contempt of Court should be used sparingly and as a last resort in the interest of administration of justice” and crucially that “If a party has an effective and available recourse, the party should have resorted to that recourse instead of applying for leave to institute committal proceedings”. [145] In OSSG Management Sdn Bhd v Platinum Eden Asset Management Sdn Bhd & Anor [2020] MLJU 929, the court held that “if there exists alternative enforcement which are meaningful and viable, the judgment creditor ought to resort to the same before commencing committal proceedings as the first port of call”. The High Court in Tan Kang Ho v Mao Sheng Marketing (M) Sdn Bhd & Ors [2016] 4 CLJ 113 reiterated that contempt “should only be used as a last resort when there is a tendency to interfere with the due administration of justice and there is a real need to maintain or vindicate the authority of the court”. [146] The Singapore High Court in P.J. Holdings Inc v Ariel Singapore Pte Ltd [2009] SGHC 72 established the principle that “if a reasonable alternative to committal proceedings exist, that should be used first. The courts commit a person to prison for contempt only after other options have been exhausted”. In GS Gill Sdn Bhd v Descente Ltd, the court emphasised that where the primary object of the Plaintiff (e.g. damages and contractual remedies) is already secured or S/N wGFiq5CZmEyoav1wApMHjg pursued, resorting to contempt proceedings smacks of vindictiveness rather than enforcement. [147] While the Plaintiff argued that contempt was a “last resort” and cited Mok Kah Hong v Zheng Zhuan Yao [2017] 3 SLR 1 for the proposition that “there is a distinction between committal proceedings being a remedy of last resort and the requirement of having to exhaust all other alternative remedies before committal proceedings can be resorted to”, this argument fails to address the fundamental point that meaningful and viable alternative remedies exist and are being actively pursued. [148] The Plaintiff’s contention that they had “no alternative but to file contempt proceedings” is contradicted by the existence of multiple ongoing proceedings where the same underlying issues are being litigated and where the Plaintiff has already obtained interim protection. The Plaintiff’s argument that the “last resort” principle does not apply to a “contumelious” contemnor does not assist where, as here, the alternative remedies are comprehensive and ongoing. [149] The availability of these alternative remedies further supports the conclusion that the contempt application should be dismissed. The Proposed Contemnor’s argument that with remedies like injunctions, nullification, and monetary compensation available through other suits, there is S/N wGFiq5CZmEyoav1wApMHjg “absolutely no need to invoke an extraordinary, punitive remedy of contempt” is well-founded. [150] The timing and strategic nature of this contempt application, brought just before crucial hearings in other proceedings after the Plaintiff had been aware of the alleged breaches since 2021, suggests an attempt to use contempt proceedings as leverage rather than as a genuine last resort. This approach is inconsistent with the established principles governing when contempt proceedings should be initiated. [151] In circumstances where the Plaintiff has obtained interim protection through the Court of Appeal’s restraining order, has comprehensive remedies available in multiple ongoing proceedings addressing the same subject matter, and where the validity of the underlying transactions remains to be determined by the appropriate forums, the extraordinary remedy of contempt is neither necessary nor appropriate. [152] For these reasons, the court finds that the Plaintiff has adequate alternative remedies available and that the contempt application cannot be sustained on this ground. APPLICATION FOR STAY (ENCLOSURE 106) [153] Given that the substantive committal application is dismissed (Enclosure 99 dismissed), the application for stay of proceedings (Enclosure 106) becomes academic and should S/N wGFiq5CZmEyoav1wApMHjg be struck off. There are no longer any active committal proceedings to stay. CONCLUSION [154] For the reasons set out above, the court finds that while the ex parte leave was properly granted and should not be set aside, the substantive committal application fails on its merits and must be dismissed. The Plaintiff has established that non-party liability for contempt is possible in principle and that the Consent Order survived the winding up of Ibaimas. However, the application fails due to the absence of completed disposition, the premature nature of the proceedings given ongoing litigation in multiple forums, and the availability of adequate alternative remedies. The complexities arising from the intersection of the Consent Order with the statutory regime governing liquidation, combined with ongoing litigation concerning the validity of the underlying transactions, make it inappropriate to make findings of contempt at this stage where the criminal standard of proof beyond reasonable doubt cannot be satisfied. [155] The court emphasises that contempt proceedings should be used sparingly and only where absolutely necessary, particularly where comprehensive alternative remedies exist through ordinary civil proceedings. The Plaintiff possesses adequate alternative remedies through PWU-15, PWU-71, and Suit 133, which provide appropriate forums for S/N wGFiq5CZmEyoav1wApMHjg determining the substantive questions at issue. The proper forum for resolution of these substantive disputes remains the various pending proceedings before the appropriate courts, where the validity and effect of the transactions, the scope of the Liquidator's powers, and the continued binding nature of the Consent Order can be comprehensively adjudicated without the constraints and potential prejudice inherent in contempt proceedings. [156] Accordingly, the court makes the following orders: a) Enclosure 105 (Application to Set Aside Leave) is DISMISSED, as the threshold requirements under Order 52 rule 3 were satisfied. Costs of RM8,000.00 are payable by the Proposed Contemnor to the Plaintiff, subject to allocatur. b) Enclosure 99 (Committal Application) is DISMISSED. While the Plaintiff has established that non-party liability for contempt is possible in principle and that the Consent Order survived the winding up, the application fails on the grounds of absence of completed disposition, prematurity, and availability of alternative remedies. Costs fixed at RM20,000.00 is awarded to the Proposed Contemnor, Woo Thin Choy, to be paid by the Plaintiff, subject to allocatur. S/N wGFiq5CZmEyoav1wApMHjg c) Enclosure 106 (Application for Stay) is STRUCK OFF as academic, there being no longer any active committal proceedings to stay. No order as to costs. 27 November 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court (Commercial Division) Counsel: For the Plaintiff: Yap Boon Hau with Yeap Chi Cheng (Messrs Mah-Kamariyah & Philip Koh) For the Proposed Contemnor: HR Dipendra with KY Hoo (Messrs Ramesh Dipendra Jeremiah Law) S/N wGFiq5CZmEyoav1wApMHjg