Infra Puri Sdn. Bhd. v Avenue S2 Sdn. Bhd. (WA-22IP-91-08/2025)

This is an application by the Plaintiff, Infra Puri Sdn Bhd (“Infra”) via enclosure 2, for an interim injunction against the Defendant, Avenue S2 Sdn Bhd (“Avenue”), pursuant to Order 29 Rule 1 of the Rules of Court 2012. The Plaintiff seeks to restrain the Defendant from infringing its registered intellectual property rights—namely, a Utility Innovation titled “ASPHALT PAVEMENT REPAIR VEHICLE” (No. MY-188401-A) and a Patent bearing the same title (No. MY-196935-A)—pending the final disposal of the suit.

On 10 October 2025, I dismissed enclosure 2 with costs of RM 5,000. I now state my reasons for doing so. 2! !

The Plaintiff is the registered owner of a Utility Innovation (UI) titled “ASPHALT PAVEMENT REPAIR VEHICLE” (No. MY-188401-A), dated 07.12.2021, and the owner of a Patent with the same title (No. MY-196935-A), dated 11.05.2023.

The UI is a road repair invention that uses a single vehicle to carry advanced equipment, allowing for repairs to be done more efficiently and sustainably at a lower cost, while the Patent is related to asphalt pavement repair technology, specifically a vehicle that uses a lithium battery and generator to supply power to its electrical devices.

The Plaintiff is the registered proprietor of both rights. The invention, in essence, is a single-vehicle solution for asphalt pavement repair that integrates power supply (lithium battery and generator) and repair functions for efficient deployment.

The Plaintiff’s case is that the Defendant has embarked upon a course of conduct that infringes its UI and Patent. The Plaintiff averred that on or about December 2024, it discovered that the Defendant was manufacturing, supplying, and offering for sale a product called the “Pothole Patcher”, which (it is alleged) embodies the core features protected by the Plaintiff’s registered rights.

A focal strand of the Plaintiff’s narrative concerns Mr Woo Mun Wei. He was a former director of the Plaintiff from 3 June 2019 to 29 December 2022, and is named as an inventor on the UI and Patent. 3! ! He was later appointed a director of the Defendant on 8 July 2023 with an 80% shareholding.

It is the Plaintiff’s case that, with Woo Mun Wei's position as a former director during all the material times, he had possession of the Plaintiff's company's confidential and secret documents and/or information, such as: i. The list of customers; ii. Marketing strategy; and iii. Cutting-edge technology. !

The Plaintiff argued that Mr. Woo’s access to materials, especially customer and price lists, served as a foundation for the Defendant’s wrongful activities, which are not coincidental but directly linked to information he acquired during his time with the company.

In seeking an interim injunction, the Plaintiff prayed for the following reliefs: a. The Defendant, its representatives, and/or employees are prohibited, whether directly or indirectly, pending the disposal of this suit, from making, possessing in the course of business, selling, or in the course of business disclosing or offering for sale, or distributing without a license from the Plaintiff, the “ASPHALT PAVEMENT REPAIR VEHICLE” which infringes the Intellectual Property rights of the Plaintiff's UI (No. MY-188401-A) and Patent (No. MY-196935-A); 4! ! b. The Defendant, its representatives and/or employees are prohibited, whether directly or indirectly, from contacting and/or dealing with the Plaintiff's existing customers and/or customers referred by existing customers to offer services using equipment that infringes the Intellectual Property rights of the Plaintiff's UI and Patent; and c. The Defendant, its representatives, and/or employees are prohibited, whether directly or indirectly, from using the Plaintiff's confidential information and data, including but not limited to information regarding the Plaintiff's UI and Patent belonging to the Plaintiff's company, specifically: i. Clientele list; ii. Price list; and iii. Marketing strategy.

The guiding principles for granting an interim injunction are well-established. As reiterated in Keet Gerald Francis Noel John v Mohd Noor bin Abdullah & Ors [1995] 1 MLJ 193 and American Cyanamid Co v Ethicon Ltd [1975] AC 396, the Court must consider:

whether there is a serious question to be tried; (b) where the balance of convenience lies; and (c) whether damages would be an adequate remedy. 5! !

In addressing this point, learned counsel for the Defendant submitted that although the Plaintiff mounted a claim in breach of confidence in paragraphs 26–27 of the Statement of Claim (by reference to Mr Woo Mun Wei’s access to confidential information), it has not pleaded such a claim as a distinct cause of action.

On this issue, I note that the pleading at paragraphs 26 and 27 of the Statement of Claim (Encl. 12, p. 11) goes no further than asserting that Mr Woo—now a director of Avenue and one of the inventors named on the Plaintiff’s UI and Patent—had access to the Plaintiff’s purported confidential materials.

Those paragraphs, however, do not furnish the particulars necessary to sustain a cause of action for breach of confidence.

It is axiomatic that an interlocutory injunction is parasitic upon a viable cause of action.

I find assistance in the authorities cited by learned counsel for the Defendant. In Lim Chong Construction Co Sdn Bhd v Silam Quarry Sdn Bhd [1990] 1 MLRH 693, Zakaria Yatim J (as he then was) declined to grant an interlocutory injunction because the writ disclosed no reasonable cause of action and, consequently, there was no serious question to be tried. His Lordship observed, consistently with American Cyanamid Co , that where a trial is envisaged, the plaintiff must show a cause of action; the grant or refusal of interim relief turns on that premise. In Siskina v Distos Compania Naviera SA [1979] AC 210, Lord Diplock memorably explained (at 256): 6! ! A right to obtain an interlocutory injunction is not a cause of action. It cannot stand on its own. It is dependent upon there being a pre-existing cause of action against the defendant arising out of an invasion, action or threatened by him, of a legal or equitable right of the plaintiff for the enforcement of which the defendant is amendable to the jurisdiction of the court. The right to obtain an interlocutory injunction is merely ancillary and incidental to the pre-existing cause of action. It is granted to preserve the status quo pending the ascertainment by the court of the rights of the parties and the grant to the plaintiff of the relief to which his cause of action entitles, which may or may not include a final injunction. In the present case, since there is no cause of action, there is no serious question to be tried.”

Similarly, in Nishimatsu Construction Co Ltd v Kecom Sdn Bhd [2008] 2 MLRA 102, the Court of Appeal held that the injunction should not have been granted by the High Court because there were no pleadings against the appellant on which the injunction could arise. “In our judgment the injunction applied for should not have been granted because there was no pleading against the appellant on which the injunction could issue. It is settled law that the right to obtain an interlocutory injunction is not a cause of action. There must be a cause of action pleaded in the usual fashion before an interlocutory injunction may be applied for and obtained.”

In the present case, the Plaintiff has not pleaded a cause of action for breach of confidence against the Defendant. As noted, paragraphs 26 7! ! and 27 of the Statement of Claim (Encl. 12, p. 11) merely state that Mr. Woo was an inventor on the Plaintiff’s UI and Patent and had access to the Plaintiff’s purported confidential information. They do not provide the particulars necessary to mount a claim for breach of confidence.

The governing test is well settled. In Dynacast (Melaka) Sdn Bhd & Ors v Vision Cast Sdn Bhd & Anor [2016] 4 MLRA 346, the Federal Court adopted the tripartite conditions for breach of confidence in Coco v AN Clark (Engineers) Ltd [1969] RPC 41. In Dynacast the Federal Court held as follows: -!

That the information which the plaintiff is seeking to protect is of a confidential nature. In relation to this, the Federal Court also held at paragraphs [30] and [31] that-

There can be no breach of confidentiality if the ‘information’ was from within the general fund of the defendant’s own knowledge, exposure and experience accumulated in the diecast industry over the years (and this would include potential customers, price trends in the market/public domain etc);

The information itself must have the necessary quality of confidence about it.

(ii) The information in question was communicated in circumstances importing an obligation of confidence; and

(iii) There must be an unauthorised use of the information to the detriment of the party communicating it. 8! !

The Court of Appeal’s decision in Tenaga Nasional Bhd v Big Man Management Sdn Bhd [2024] 2 MLRA 783 is to like effect. It emphasises that a plaintiff must give full and proper particulars of the confidential information relied upon: first, so that any injunction is precise and enforceable; and second, so that the defendant knows the case to meet, including the opportunity to show that the supposed information is public. The absence of proper particulars may justify the inference that the litigation is oppressive and warrant striking out for abuse. The Court of Appeal in Tenaga Nasional Bhd held as follows: “[107] … The usual form of relief in an action for breach of confidential information includes a declaration as to the confidentiality… … Breach of confidence

It was essential in a breach of confidence action that the plaintiff should give full and proper particulars of all the confidential information on which he intended to rely for two reasons: first, the plaintiff usually sought an injunction and, unless the confidential information was properly identified, an injunction would be of uncertain scope and might be difficult to enforce; secondly, the defendant must know what case he had to meet as he might wish to show that certain of the items relied on were matters of public knowledge. The absence of proper particulars could compromise a defendant’s ability to defend himself if the plaintiff could rely on matters of which no proper warning was given. If the plaintiff failed to give proper particulars it was open to the court to infer that the purpose of the litigation was harassment rather than protection of the plaintiff’s rights and the action could be struck out as an abuse of process.” 9! !

The High Court in Dato’ Vijay Kumar Natarajan v Choy Kok Mum [2009] 4 MLRH 90 likewise stressed that the law protects only information with the necessary confidential character. The plaintiff must plead why the information is to be kept confidential; that reason must withstand an objective assessment by the court, and the expectation of confidentiality must be reasonable in the circumstances, not a matter of mere assertion. In Dato’ Vijay Kumar Natarajan, the High Court held:! “[25] Now, the tort of breach of confidence requires more than merely an agreement by the recipient of an information that the information should be kept confidential. The law looks at the nature of the information itself. The law does not protect just any information:… [26] In order for the court to make an evaluation on the quality of the information sought to be protected, the court would have to consider, among others, the reason as to why the person communicating the information (that is to say, the plaintiff) wants the person to whom the information is communicated (that is to say, the defendant) to keep the information confidential…. [27] The plaintiff must plead the reason why he wanted the information to be kept confidential. But even if the reason is pleaded, it cannot be just any reason. The court must evaluate the reason applying the objective test: the reason given by the plaintiff must be one that is acceptable to the court looking at the whole circumstances of the case objectively. And an important factor to consider is that the 10! ! plaintiff's expectation for the information to be kept confidential must be reasonable or rational. It cannot be at the whims and fancy of the plaintiff. What is reasonable or rational to the plaintiff may not necessarily be so to the court…”

Guided by these authorities, I find that the Plaintiff has not pleaded a cognisable claim for breach of confidence against the Defendant. In particular, paragraphs 26 and 27 in Encl. 2 do not plead: ! i. that the Defendant obtained the identified information (customer lists, pricing schedules, marketing strategies) through Mr Woo; ii. the reasons those items are said to be confidential; iii. the nexus, if any, between that information and the Plaintiff’s Patent or UI; iv. the existence of circumstances giving rise to an obligation of confidence owed by Avenue; or v. any unauthorised use or disclosure by Avenue causing detriment. !

More fundamentally, the Plaintiff does not seek any substantive relief against the Defendant in respect of the alleged confidential information (see para 35 of the Statement of Claim, Encl. 12, pp. 13–14). In these circumstances, the Plaintiff is not entitled to interlocutory relief in prayer

of Encl. 2 pertaining to confidential information. As Lord Diplock explained in Siskina, the right to obtain an interlocutory injunction is 11! ! merely ancillary and incidental to the pre-existing cause of action. Absent such a cause of action, ancillary relief cannot stand.

In addressing this point of contention, learned counsel for the Plaintiff submitted that there is, at the very least, a serious question to be tried regarding the Defendant’s alleged infringement of the Plaintiff’s intellectual property rights.

The Plaintiff’s case is that the Defendant’s product, styled the “Pothole Patcher”, incorporates features protected by the Plaintiff’s registered rights. It is said that the Defendant’s conduct occurred without licence or permission from the Plaintiff.

The Plaintiff further contended that, absent interlocutory relief, the Defendant will persist in offering for sale—and in providing services with—equipment that falls within the scope of the Plaintiff’s UI and Patent to customers such as DBKL, thereby depriving the Plaintiff of its rightful profits.

The Plaintiff maintained that monetary compensation would not adequately remedy the harm. It expressed concern that the Defendant would continue to erode the Plaintiff’s position, resulting in irreparable harm, including: a) damage to reputation and business; b) loss of existing and potential customers through confusion and poaching, particularly vis-à-vis DBKL; and 12! ! c) a weakening of the business manifested in reduced income and possible loss of employees.

With respect, I am unable to accept the Plaintiff’s contentions. The allegations are framed in broad terms, are largely speculative, and are not supported by cogent evidence.

As correctly observed by learned counsel for the Defendant, the Plaintiff's case suffers from a fundamental and fatal deficiency. The Plaintiff asserted that the "Pothole Patcher" device contains infringing features. However, its pleaded case is glaringly silent on the critical question: which specific features of this device are alleged to contravene the claims of either the UI or the Patent?

The deficiency is compounded by a second, equally serious omission. The Plaintiff has failed to discharge the most basic forensic step in an infringement analysis: the provision of a technical comparison or a claim chart. Without this "side-by-side" exposition, the Court is left with a bare allegation and is effectively asked to embark on a speculative exercise to construct the Plaintiff's case. A complaint that lacks this fundamental detail provides the Court with no intelligible basis upon which to assess the merits of the application for interlocutory relief.

Moreover, the documents cited to support the allegation—namely, an initial draft brochure prepared by the Defendant (which the Defendant claims was never disseminated, published, or used for marketing) and two photographs of an unidentified vehicle—do not plausibly substantiate the claim. 13! !

This is especially so given the Plaintiff’s failure to meet the Defendant’s specific replies, namely that: i. the draft brochure was not disseminated or published as promotional material because it contained inaccuracies; ii. the vehicle depicted in the two photographs is not owned by, and bears no link to, the Defendant; and iii. multiple pothole-repair machines exist in the market that perform broadly similar functions, reflecting industry commonality rather than imitation.

The approach to affidavit disputes at the interlocutory stage is well-settled. In Syarikat Telekom Malaysia v Business Chinese Directory Sdn Bhd [1996] 2 MLRA 185, the Court of Appeal underlined an important point that not every factual dispute raises a serious question to be tried; a court must be “critical of the affidavit evidence” and, at a minimum, it must be “plausible” on its face. I find, with respect that, the Plaintiff’s evidential footing in the instant case does not meet that standard. The Court in Syarikat Telekom held as follows: “[4] The principles that govern a case of this nature, where a Court is called upon to make a determination based on affidavit evidence, are well-settled and free from any doubt. In Syed Ibrahim Syed Abdul Rahman v. Liew Su Chin [1983] 1 MLRA 438; [1984] 1 MLJ 160, 163, Lee Hun Hoe CJ (Borneo), when delivering the judgment of the former Federal Court, said: Not all disputes of fact necessarily raise serious questions to be tried. It is of course quite right to say that it is undesirable to resolve disputes on affidavit evidence. Yet Judges are expected in applying the test to be critical of the affidavit evidence which must on the face be at least plausible.” 14! ! [Underlined Emphasis Added]

In the absence of credible evidence, the Plaintiff’s allegation of infringement does not meet the threshold of a serious issue to be tried.

For like reasons, there is presently lack of particulars to demonstrate that the Plaintiff’s client lists and pricing schedules possess the requisite quality of confidence. In particular: i. Mr Woo resigned as a director of the Plaintiff on 19.12.2022 and was only appointed a director of the Defendant on 28.07.2023; ii. there is no evidence of any confidentiality agreement binding Mr Woo at the material times; iii. the Defendant avers that it has not participated in any DBKL tender—and is ineligible to do so; and iv. the Plaintiff’s application is said to have been mounted to disrupt the Defendant’s legitimate business and to tarnish its reputation.

Equally perplexing is that the Defendant’s averments have not been answered by the Plaintiff to the satisfaction of this Court.

The distinction between protectable confidential information and unprotectable employee “know-how” is well recognised. In Svenson Hair Centre Sdn Bhd v Irene Chin Zee Ling [2008] 2 MLRH 339, the Court drew that line with care: general skills, experience, and industry knowledge, including commonly known market information, fall on the “know-how” side and do not attract equitable protection absent more. The Court in Svenson held as follows: 15! ! “[22] The essence of the three decisions in Stepheson Jordan, Amway Corp and Saltman Engineering (supra) cited by counsel for the defendant can be summarized in this way. Employees may, in the course of earning their livelihood learn certain skills and experiences which is not inaptly described as 'know-how' - though in certain political systems the term 'know-who' has also gained considerable currency (pun intended). The term 'know-how' indicates something quite essentially different from secret and confidential information. Rather, it indicates the way in which a skilled man does his job, and is an expression of his individual skill and experiences. The court cannot protect this 'know-how' type of information or skills which an employee has acquired during the course of his employment. It is merely 'know-how' which employers cannot keep exclusively to themselves. Further, the information, to be confidential, must, apart from what is expressed in the contract, have the necessary quality of confidence about it, namely, it must not be something which is public property and public knowledge, and an employer cannot protect himself against competition per se. The ratio in Electro Cad (supra) is of no assistance to the defendant, as in that case the plaintiffs secured an injunction due, inter alia, to cl 4 of the agreement (which is similar to cls 7.01(ii) and 7.02(i) and (ii) in our current case) whereby the first defendant was found to be in breach of its obligation to keep certain information obtained from the plaintiffs strictly confidential.” [Underlined Emphasis Mine]

Applied here, Mr Woo’s familiarity with the Plaintiff’s clientele or pricing approaches, without more, does not confer the necessary 16! ! quality of confidence. Such commercial acumen and industry experience are paradigmatic “know-how” and are not, in themselves, restrainable.

It also bears emphasis that Mr. Woo was not bound by any confidentiality or restrictive covenant. To enjoin the Defendant’s business on the basis of vague assertions of misuse, unsupported by specific particulars or contractual restraints, would risk subjecting the Defendant to an unlawful restraint of trade. !

On addressing the issue of irreparable harm, learned counsel for the Plaintiff contended that damages would be an inadequate remedy in light of what he characterises as the Defendant’s wrongful infringement.

The Plaintiff emphasised that DBKL is its principal customer and is expected to issue a tender in August–September 2025. Without the order for an interlocutory injunction, the Plaintiff fears the Defendant will participate in and secure that opportunity, leading to an irreparable loss.

Learned counsel for the Plaintiff submitted that there is a high risk of irreparable harm if relief is refused, namely: 17! ! a) impairment of goodwill and reputation, compounded by the loss of existing and loyal customers through the Defendant’s marketing of the allegedly infringing product; b) cash-flow pressures, said to stem from the Defendant’s mala fide market entry without the Plaintiff’s knowledge; c) broader commercial deterioration—with declining revenue and a real prospect of employee layings-off; and d) the additional concern that, when the UI and Patent applications were filed (26.2.2020 and 15.6.2021), Mr Woo Mun Wei was then a director (3.6.2019–29.12.2022) and thus had access to confidential company documents and information, including: i. customer lists; ii. marketing strategy; and iii. cutting-edge technical materials.

I have considered learned counsel’s submissions. With respect, I find no merit in them.

It is trite that an interim relief should be refused if damages are an adequate remedy.

In this connection, it is pertinent to note that at paragraph 35(d) of the Statement of Claim (refer to Encl. 12, p. 14), the Plaintiff seeks an assessment of damages or, at its election, an account of profits. The prayer is a material indicator that monetary relief is contemplated as a sufficient remedy in the event the Plaintiff succeeds in its claim. 18! !

As the remedy of damages is sufficient for the Plaintiff in this case, the Plaintiff is not entitled to an interlocutory injunction. This point is supported by reference to the case of Pentamaster Instrumentation Sdn Bhd v QAV Technologies Sdn Bhd & Ors [2017] 1 MLRH 472, where Wong Kian Kheong J held: “[53] The plaintiff bears the legal burden to satisfy this court that the remedy of damages is not an adequate remedy — please see the Court of Appeal’s judgment delivered by Ahmad Fairuz JCA (as he then was) in Gerak Indera Sdn Bhd lwn Farlim Properties Sdn Bhd [1997] 3 MLJ 90 at p 99. [54] I find that the plaintiff has failed to discharge the legal onus to prove that damages is not an adequate remedy for the infringement of the plaintiff’s patents by the defendants. This is due to the following reasons:

the plaintiff’s demand dated 29 July 2015 had claimed for RM39,075,000 as compensation for the infringement of the plaintiff’s patents; and

prayers 5 and 6 ASOC have claimed for an assessment of damages and exemplary damages. [55] As the remedy of damages is a sufficient remedy for the plaintiff in this case, the plaintiff is not entitled to an interlocutory injunction to restrain the defendants from exploiting in any manner the use of any machine which may infringe the plaintiff’s patents — please see the 19! ! Supreme Court’s judgment delivered by Hashim Yeop Sani CJ (Malaya) in Associated Tractors Sdn Bhd v Chan Boon Heng & Anor [1990] 2 MLJ 408 at p 409; [1990] 1 CLJ Rep 30 at p 32.”

In Associated Tractors [1990] 1 MLRA 298, the Supreme Court stated that the most important factor is whether damages would be adequate, noting: “But it would seem quite clear that the most important factor to consider as a matter of principle is the question of whether in lieu of the injunction damages would be an adequate and proper remedy because in the matter of injunctions and exercising its jurisdiction the court acts upon the principle of preventing irreparable damage. As Lindley LJ said in London & Blackwell Rly Co v Cross (1886) 31 Ch D 354 at p 369: The very first principle of injunction law is that you do not obtain injunctions for actionable wrongs for which damages are the proper remedy. The respondents in their counterclaim sought for the return of the $90,000 as the sum allegedly paid towards the purchase of the machine and damages and interest. It is clear therefore that this is a case where, even holding the defendants to their counterclaim, damages would be an adequate remedy. Therefore, the injunction was in our view not properly granted.” [Underlined Emphasis Added] 20! !

In the present case, the Plaintiff has not demonstrated irreparable harm. Its assertions of market confusion, loss of exclusivity, or reputational damage remain unparticularised and unsupported by cogent evidence.

Any loss shown at trial would be quantifiable and amenable to a monetary award. The availability of such relief weighs against the grant of an interim injunction.

Further thereto, in the matter of interlocutory injunctions, it is well-established that an applicant must furnish a valuable undertaking as to damages and demonstrate the financial capacity to satisfy such an undertaking. This principle was underscored by the Court of Appeal in Tan Bun Teet & Ors v Menteri Sains, Teknologi dan Inovasi Malaysia & Ors [2013] 3 MLRA 73, wherein the Court emphasised two critical considerations: first, the necessity to assess the true justice of the case with regard to all affected parties; and second, the fundamental obligation of the applicant to provide a meaningful undertaking supported by proof of the ability to honour it. In Tan Bun Teet the Court of Appeal held as follows: “[11] This leads on to the 2nd relief sought by the applicants in the injunction/ stay application. That is, the exercise of the rights under the TOL to be stayed forthwith. In this regard it was argued by learned counsel for the appellants that if the 4th respondent starts operations the judicial proceedings could be nugatory as the damage that could result may be irreparable, and irreversible. It is important to bear in mind that the applicants sought to restrain the issuance of the TOL and the exercise of the rights under the TOL 21! ! which had been given to the 4th respondent. In this regard, relying on the case of Keet Gerald Francis Noel John v. Mohd Noor bin Abdullah [1995] 1 MLRH 165; [1995] 1 MLJ 193, it is the argument of learned counsel for the 3rd and 4th respondents that there are really no serious issues to be tried in the context of the applicants' injunction/ stay application. We find there is much force in this argument. The significant point here is that it cannot be disputed that the rights under the TOL can only be exercised by the 4th respondent. The exercise of the rights under the TOL has passed to the 4th respondent, not the 2nd respondent anymore. The relief sought by the applicants would legally and commercially affect the 3rd and 4th respondents directly as the 4th respondent is the holder of the TOL. At this point, we should highlight an important fact. It is this. At all material times the 3rd and 4th respondents were not named or made parties to the judicial review proceedings and more than that were not parties to the stay application in the High Court. For this, it is all the more striking that the 3rd and 4th respondents had to file an application to intervene to be added as parties. In this respect, the case of R v. Inspector of Pollution and Another, Ex parte Greenpeace Ltd (supra), which was alluded to by the learned High Court Judge in her judgment, discussed the issue of stay and injunctions where similarly, an affected party, was not made a party to the proceedings. In much the same way, in the present case, as the outcome of granting the stay will be to effect detrimentally the operations of the 4th respondent, we take the view that the failure on the part of the applicants at the material time to include the 3rd and 4th respondents from the very outset in the injunction/stay application is fatal to their applications. 22! ! Hence, in our judgment there are really no serious issues to be tried in the context of the applicants' injunction/stay application. Moreover, the balance of equity must not be weighed as between the applicants and the 1st and 2nd respondents only, but must be ascertained with regards to the rights and interests of the 3rd and 4th respondents as well, having invested large sums of money for its operations. The 3rd and 4th respondents have invested a sum of around RM1.7 billion as at 21 March 2012 in the LAMP project. In light of the huge investments by the 3rd and 4th respondents, it is imperative that the applicants make an undertaking to damages and financial loss to be suffered by the 4th respondent, and not merely undertaking as to damages, if any, to be suffered by the 1st and 2nd respondents. It is trite law that an applicant for interlocutory injunction must provide valuable undertaking to pay damages and further the applicant must show that he has means to fulfill the said undertaking (see: Zaidin Abd Ghani v. Raja Raman Nair & Ors [2001] 2 MLRH 758; [2001] 6 CLJ 558 and Belize Alliance of Conservation Non-Governmental Organisation v. Department of Environment of Belize and Another [2003] 1 WLR 2839 and Regina v. Inspectorate of Pollution and Another Exparte Greenpeace Ltd). In our judgment, the applicants as private individuals have not shown proof of their financial standing to make good their bare undertaking, given under para 9 of the applicants' affidavit in support of the injunction/stay application.” [Underlined Emphasis Added] 23! !

Applying these principles to the present case, the Plaintiff is required to provide a substantive undertaking as to damages and establish its financial capacity to meet such an undertaking. However, the Plaintiff's exhibited post-tax loss of RM791,764.00 (Enclosure 3, Exhibit MO-1, p. 33) raises a material question as to its ability to satisfy any undertaking should the injunction be found unwarranted.

The Plaintiff’s financial standing, as evidenced by its post-tax loss, casts doubt on its ability to provide a meaningful undertaking. This deficiency undermines the equitable foundation upon which the grant of an interlocutory injunction must rest.

In my judgment, the issue of delay is a further consideration that weighs against the grant of the injunction. The chronology of this case indicates an interval of approximately nine months between the alleged discovery (07.12.2024), the demand (27.03.2025), and the filing of Encl. 2 (14.08.2025). This delay is significant in assessing urgency and the risk of irreparable harm.

The law has long recognised that unexplained delay weighs against the grant of interlocutory relief. In Wan Azryn Ab Rashid v Zainal Abidin Abd Jalil & Ors [2022] MLRHU 3105, the High Court treated delay as a material discretionary factor, consonant with Keet Gerald Francis, which behoves the court to consider all equitable considerations, including delay and the availability of monetary compensation. The court in Wan Azryn stated: “[57] The Court finds that there is an unexplained Delay in the Plaintiff's filing of encl 4 to seek the injunctive reliefs. The Plaintiff obtained the documents relating to the Share Transfers on 6 24! ! May 2021 so there is at least a Delay of over 5 and a half months in filing the action in October

This remains unexplained. [58] In Haji Wan Habib Syed Mahmud v. Datuk Patinggi Haji Abdul Taib Mahmud [supra], even a Delay of 2 months was decided to be unreasonable. Abdul Hamid AG LP said, at p 203: “The Delay of nearly two months on the applicant's part in bringing this action I hold to be fatal. The Court held this is even more so when the suspension is only for six months and in a matter of three months his status quo will be restored. The Court takes the view that where the applicant had delayed and he, in a matter of months will automatically have that remedy without the Court's aid, he then has no need to seek it from the Court. In R. v. Senate of University of Aston (supra), Btain J., in refusing the exercise of a discretionary power affected by the Delay said: This court does not lightly exercise its discretion not only is real injustice a necessary ingredient before any application is granted, but it should, in my view be granted only where diligence is shown by an applicant in real need of remedy." [59] The Delay by the Plaintiff in filing his action is a factor the Court considered to dismiss the injunction application. This was stated in Keet Gerald Francis Noel John v. Mohd Noor Bin Abdullah [supra]: ".......the judge must have in the forefront of his mind that the remedy that he is asked to administer is discretionary, intended to produce a just result for the period between the date of the application and the trial proper and intended to maintain the status quo, an expression explained by Lord Diplock in Garden Cottage Foods Ltd v. Milk Marketing Board [1984] AC 130; [1983] 2 All ER 770; [1983] 3 WLR 143 and applied in Cheng Hang Guan. It is a judicial discretion capable of correction on appeal. Accordingly, the judge would be entitled to take into account all discretionary considerations, such as Delay in the making of the application or any adequate alternative remedy that would satisfy the plaintiff's equity, such as an award of monetary compensation in the event that he succeeds in establishing his claim at the trial. Any question going to the public interest may, and 25! ! in appropriate cases should, be taken into account. A judge should briefly set out in his judgment the several factors that weighed in his mind when arriving at his conclusion." [Emphasis Added] [60] In my view this ties in with the issue of balance of convenience. The position at the outset is that the Plaintiff's minority votes did not have any effect in the decisions of the 3rd Defendant, therefore there was no urgency even when the Plaintiff found out that the 600,000 Shares were transferred to the 1st Defendant. However, it was only when he received the EGM Notice on 28 September 2021 he hastily commenced the action. However, as the Plaintiff's reliefs in this action are connected to the transfer of the shares and not his removal as a director, the Court finds that the Plaintiff did not deem the restraining of the 1st Defendant and 2nd Defendant from exercising rights in the 600,000 Shares and 805,000 Shares to be a matter requiring the urgent intervention of this Court”.

In the present case, the Plaintiff’s inaction over a sustained period does not align with its claim of imminent and irreparable harm. The unexplained lapse of time is inconsistent with a genuine need for urgent intervention and, as a matter of discretion, weighs against the grant of interlocutory relief.

On the issue of balance of convenience, this Court must consider where the "justice of the case" lies. This involves weighing the potential harm to the Plaintiff if the injunction is refused against the potential harm to the Defendant if the injunction is granted. For the reasons I have alluded to in the preceding paragraphs, I find that the balance of convenience tilts decisively in favour of the Defendant. 26! !

The Plaintiff has not shown actual or ongoing harm of an irreparable nature, while the Defendant would experience immediate and disproportionate disruption to legitimate business operations and existing commercial commitments if an injunction is granted.

The Plaintiff’s inability to provide a credible undertaking regarding damages reinforces that conclusion. If an injunction were granted and later deemed unwarranted, the Defendant could incur losses that the Plaintiff cannot clearly compensate for. That risk is commercially intolerable and legally unsustainable in the exercise of equitable discretion.

It is important to emphasise that the law does not protect a trader from lawful competition. Restraining a market participant based on vague allegations and unspecified harm would turn the injunction into a tool of unfair restraint rather than a protection against recognised legal wrongs.

The accompanying risk—that the Defendant would be left without effective recourse for losses incurred if the injunction were granted—outweighs any claimed prejudice to the Plaintiff.

For these reasons, the Plaintiff’s application for an interim injunction was dismissed with costs of RM 5000. 27! ! Dated this 5th day of December 2025. tt EDWIN PARAMJOTHY MICHAEL MUNIANDY JUDICIAL COMMISSIONER COMMERCIAL DIVISION (NCC 7) HIGH COURT OF MALAYA KUALA LUMPUR Counsel: For the Plaintiff : Y.Y.Ho and Amirah Najihah Binti Ameruddin (Messrs Y.Y Ho & Lee) For the Defendant : Foo Joon Liang together with Ashley Lee Sze Ching, James Ding Tse Wen and Woo Xiao Thong (Messrs C H Tay & Partners)