1.17. For avoidance of doubt, the Total Settlement Sum shall be subjected to five (5) percent interest per annum until the full settlement sum." [emphasis added] [8] As can be seen, in relation to the Land, the GSA provides that the Plaintiff shall endeavour before the end of 30.9.2023 to dispose off the same and to apply the proceeds of the sale therefrom to make the payment of the Total Settlement Sum. In the event this was not done by 30.9.2023, the Defendant shall be entitled “to take over the Land as full and final settlement of the Total Settlement Sum” or alternatively the Defendant shall be entitled to dispose the Land. In either of the aforesaid options, any surplus in either the value of the Land and or the proceeds of sale of the Land shall be returned to the Plaintiff. [9] The Defendant contended that the Plaintiff has breached the terms of the GSA in that the Land, according to the Defendant, is subject S/N utoc8mYokES0ftYz7d7FQ to a caveat that was lodged by one Liao Kuei Hsiang (“Caveator”) which means that the Defendant is unable to either “take over the Land” or to “dispose the Land”. By reason of the aforesaid breach, the Defendant contended that under clause 1.16 of the GSA, the Defendant is entitled to enforce the 1st High Court Judgment and the 2nd High Court Judgment which are expressly stated in the GSA as not extinguished by the GSA. Court’s Considerations [10] With respect to learned counsel for the Defendant, it is not at all clear that the Plaintiff has breached the terms of the GSA as alleged. [11] Clause 1.17 of the GSA expressly referred to the “Plot Perdagangan” as “the Land”. It is not in dispute that the caveat that is lodged by the Caveator is for her purchase of the shop offices for Phase 1 of the development under the Master Title which covers a different portion of the land and which does not affect the “Plot Perdagangan” at all. In fact, the Caveator has affirmed a statutory declaration to confirm that her existing caveat against the Master Title is only limited to her interest pursuant to the sale and purchase agreements for the shop offices. The Caveator also confirmed that the word “semua” stated in the “Bahagian Tanah” in Form 19B was inserted based on the administrative practices of the Land Office. This is because there is no sub-division yet of the Master Title. [12] In fact, the Defendant’s own caveat lodged over the Land also shared similar feature, namely, that the Defendant had inserted S/N utoc8mYokES0ftYz7d7FQ “semua” at the “Bahagian Tanah” section under the schedule in Form 19B. [13] In fact, the Federal Court in Upmarket Development Sdn Bhd v. Sriera Development Sdn Bhd [2011] 4 MLJ 681 has held that such form of caveat is not defective and only protect the interest over that part of the land which is clearly delineated and described in the caveat. It does not prejudice the other portions not covered by the description in the caveat. The Federal Court held that a liberal and progressive approach should be taken in the interpretation of caveat forms. The accompanying statutory declaration may be looked at to determine the form’s actual purport. The form should not be viewed in isolation. The court should place more substance than the form. [14] Indeed, learned counsel for the Defendant was not able to demonstrate that the Defendant was not able to “take over the Land” and or “to dispose the Land” by reason of the caveat lodged by the Caveator. [15] Accordingly, based on the affidavit evidence before this Court, it cannot be said that the Defendant has established on the balance of probabilities that the Plaintiff has breached the terms of the GSA and therefore is now entitled to enforce on the 1st High Court Judgment, the 2nd High Court Judgment or the Consent Judgment. [16] The legal principles governing an application for Fortuna Injunction are trite. The Court of Appeal in Pacific & Orient Insurance Co Bhd v. Muniammah Muniandy [2010] MLJU 2217 provides that the applicant must satisfy the Court that the intended petition has no S/N utoc8mYokES0ftYz7d7FQ chance of success as a matter of law as well as a matter of fact and that the presentation of the petition might cause irreparable damage to the company. [17] Based on the aforesaid, it is the judgment of this Court that since there is clearly a genuine dispute as to whether the Plaintiff has breached the terms of the GSA, the Defendant, this is clearly a case where the intended winding up petition based on the s. 466 Notice has no chance of success as a matter of law and fact. It is also clear that the presentation of the intended petition would cause irreparable harm to the Plaintiff. Conclusion [18] Accordingly, this Court grants the Plaintiff and order in terms of its application in Enclosure 1 with costs. Dated the 10th day of May 2024 ONG CHEE KWAN Judge of the High Court of Malaya High Court of Kuala Lumpur, NCC2 S/N utoc8mYokES0ftYz7d7FQ Counsel: