Geo Hill Construction Sdn Bhd v Pesat Bumi Sdn Bhd (WA-28NCC-468-04/2025)

These Grounds concern 2 Notices of Appeal: a. filed vide Encl 85/86 against my decision granting Encl 1 to wind up the Respondent; b. filed vide Encl 87 against my decision dismissing Encl 12 for a stay of all winding up proceedings under Encl

1.

However, there are 3 Appeals filed in relation to these 2 decisions. I am told that there is an error in that 2 appeals were filed in relation to my decision on Encl 1. No matter.

On 6.12.2024, Geo Hill through its previous solicitors, Messrs. Tuang, Chu & Co., served a statutory notice (“Statutory Demand”) pursuant to s. 466 of the Companies Act, 2016 (“CA 2016”) on the Respondent demanding the sum of RM15,429,864.05 (“Outstanding Sum”) claimed by the Petitioner as at 6.12.2024.

The Statutory Demand is based on Adjudication Decision 5422 and Adjudication Decision 5465 both dated 20.11.2024, obtained under the Construction Industry Payment & Adjudication Act 2012 (“CIPAA”) (collectively, the “Adjudication Decisions”). The Respondent failed to pay the Outstanding Sum within the 21 days prescribed in the Statutory Demand.

As such, the Petitioner filed the Winding Up Petition (Encl 1) on 29.4.2025, which was served on the Respondent on 5.5.2025. The Petition is founded solely upon the Statutory Demand premised on the Adjudication Decisions.

The Respondent disputes the Petition on various grounds, which I need not deal with given the decision of the Court of Appeal in Bludream City Development Sdn Bhd v Pembinaan Bina Bumi Sdn Bhd [2024] 4 MLJ 67.

In Bluedream (supra), the Court of Appeal held: “[39] For winding up proceeding based on unpaid construction payment debts arising after the advent of the CIPAA particularly where the debt is based on an adjudicated decision, it is our view critical to properly understand the notion of disputability of the debt. Put in another way, disputability must be seen in its proper context. In this regard, we hold that an unpaid debt unadjudicated in a the CIPAA proceeding will be disputable if the non-paying party has prima facie established a bona fide dispute of the debt on substantial or reasonable grounds. However, if the dispute on the debt has been adjudicated which resulted in an adjudication decision obtained in favour of the unpaid party, the debt ceases to be disputable in an ensuing winding up proceeding. This is because the disputed debt has been independently adjudicated by a neutral third party. More pertinently, it should not be open to the non-paying party to again dispute the debt when the sanctity of the adjudication decision has been preserved by the subsequent court orders refusing to set aside and/or stay as well as allowing enforcement of the adjudication decision as a judgment pursuant to ss 16, 27 and 28 of the CIPAA respectively. Consequently, it is immaterial in the winding up court that the non-paying still disputes the adjudicated debt and has referred the dispute to arbitration or the court for final determination ...”

In short, the Court of Appeal held that for the purposes of a winding up petition, a CIPAA award is indisputable. And I am compelled to follow Bluedream (supra) as I have in 2 previous decisions, being Konsortium Express Sdn Bhd v Embition Sdn Bhd [2025] MLJU 199 and LLC Infra Sdn Bhd v VKPT Sdn Bhd [2025] MLJU 345.

While I accepted that I am bound by Blue Dream, I gave Counsel for the Respondent an opportunity to get before the Court of Appeal to perhaps try to persuade the Court of Appeal to reconsider Bluedream (supra).

I was told that such an attempt failed. On 29.10.2025, the Court of Appeal following Young v. Bristol Aeroplane Co. Ltd [1944] KB 718 and refused to depart from Bluedream (supra). No stay was sought in the Court of Appeal.

In the circumstances, as the Petition herein is premised on the Adjudication Decisions under CIPAA, pursuant to which the Outstanding Sum is deemed indisputable, the Petitioner is entitled ex debito justitiae to a winding up order, see the Privy Council in Sian Participation Corp (in liquidation) v Halimeda International Ltd (Virgin Islands) [2024] UKPC 16 at para 35 which I followed in Embition (supra) at paras 88 and 89.

As such, I granted the Petition (prayer (i) of Encl 2). It follows that the application for stay of the winding up proceedings under Encl 12 is dismissed. Dated the 27th day of December 2025 ...........................tt............................ YA TUAN SAHERAN SUHENDRAN JUDICIAL COMMISSIONER OF THE HIGH COURT (COMMERCIAL 11) (INSOLVENCY 2) OF KUALA LUMPUR IN THE TERRITORY, MALAYSIA Counsel for the Petitioner: Solicitors: Naveen Sri Kantha + Dominic Ng Ken Ming + Hazelyn Khoo Hui Ying Messrs. Lee & Poh Partnership (Kuala Lumpur) Counsel for the Respondent: Datuk Ringo Low Kim Leng + Ting Lee Ping Case References: • Bludream City Development Sdn Bhd v Pembinaan Bina Bumi Sdn Bhd [2024] 4 MLJ 67 • Konsortium Express Sdn Bhd v Embition Sdn Bhd [2025] MLJU 199 • LLC Infra Sdn Bhd v VKPT Sdn Bhd [2025] MLJU 345. • Sian Participation Corp (in liquidation) v Halimeda International Ltd (Virgin Islands) [2024] UKPC 16 • Young v. Bristol Aeroplane Co. Ltd [1944] KB 718 Legislation References: • Companies Act, 2016 (“CA 2016”) • Construction Industry Payment & Adjudication Act 2012 (“CIPAA”) Decision Date: 21th November 2025