Kenanga Investors Berhad v 1. ) Zulrafq Capital Sdn Bhd (WA-22NCC-489-07/2023)

ZULRAFQ CAPITAL SDN BHD [Registration No. 202101012497 (1412796-A)]

TAN SRI ZULHASNAN BIN RAFIQUE (NRIC No.: 460315-01-5301) … DEFENDANTS (by original action)

ZULRAFQ CAPITAL SDN BHD [Registration No. 202101012497 (1412796-A)]

TAN SRI ZULHASNAN BIN RAFIQUE (NRIC No.: 460315-01-5301) … PLAINTIFFS

KENANGA INVESTORS BERHAD [Registration No. 199501024358 (353563-P)]

MUHAMMAD TAQIUDDIN HALIM S/N Tc4pP8Yfwkx9ii9M8v8yQ (NRIC No.: 841208-14-5441)

DATUK WIRA ISMITZ MATTHEW (NRIC No.: 741029-01-5387) … DEFENDANTS (by Counter Claim) GROUNDS OF JUDGMENT (Enclosure 202 – Defendants’ Order 14A Application) INTRODUCTION [1] Before the court is the Defendants’ application pursuant to Order 14A of the Rules of Court 2012 (“ROC”), seeking the determination of several questions of law and construction arising from the Put and Call Option Agreement dated 22.10.2021 and the Supplemental Option Agreement dated 3.8.2022 (collectively referred to as “the Agreements”). The application was heard on 28.7.2025 and this court delivered its decision on the same day, allowing the Defendants’ application with costs. [2] The central issue before this court concerns the validity and enforceability of a Put Option Notice dated 2.5.2023 issued by the Plaintiff to exercise its rights under the Agreements. The Defendants contend that the said notice was issued in breach of the express terms of the Agreements, specifically Clause 2.2, which stipulates a mandatory notice period, and that consequently, the Agreements have automatically terminated pursuant to Clause 2.5. S/N Tc4pP8Yfwkx9ii9M8v8yQ [3] These are the grounds for the decision of this court. BACKGROUND FACTS The Parties [4] The Plaintiff is Kenanga Investors Berhad, a company registered under the Companies Act 1965. The Plaintiff is an investment company engaged in asset management and wealth management. [5] The First Defendant is Zulrafq Capital Sdn Bhd (“Zulrafq”), a company registered under the Companies Act 1965. [6] The Second Defendant is Tan Sri Zulhasnan bin Rafique (“TSZ”), a Malaysian citizen and major shareholder of Zulrafq. TSZ executed a Personal Guarantee dated 22.10.2021 in favour of the Plaintiff. The Put and Call Option Agreement [7] On 22.10.2021, the Plaintiff and Zulrafq entered into a Put and Call Option Agreement. Under this agreement, the Plaintiff acquired option shares in KNM Group Berhad from Zulrafq (referred to as “the Option Shares”) at a transaction price of RM0.210 per share. The total transaction value was RM40,000,000.00 for 190,476,190 shares. The transaction date was 5.11.2021. S/N Tc4pP8Yfwkx9ii9M8v8yQ [8] The material terms of the Put and Call Option Agreement dated 22.10.2021 included the following: a) The agreement provided for a Call Option exercisable by Zulrafq either within a period of 6 months from the Transaction Date with the share price set at 7.5% above the Transaction Price, or 3 months from the expiry of the first Call Option with the share price set at 12.0% above the Transaction Price. b) The agreement provided for a Put Option exercisable by the Plaintiff at any time within 9 months from the Transaction Date (“the Put Option Period”). Under the original agreement, the Put Option Period would have expired on 15.8.2022. c) Clause 2.2 of the agreement provides that the Put Option shall be exercisable by the Plaintiff serving on Zulrafq notice in writing at least ten (10) business days prior to the expiry of the Put Option Period requiring Zulrafq to purchase all or part of the Option Shares by the end of the Put Option Period. d) Clause 2.5 of the agreement provides that in the event the Put Option is not exercised during the Put Option Period, the Put Option shall lapse and the Agreement shall terminate automatically. It further provides that accordingly, the rights and obligations S/N Tc4pP8Yfwkx9ii9M8v8yQ of the parties hereto shall cease and determine save in respect of any antecedent breach of the Agreement. The Supplemental Option Agreement [9] By letters dated 27.7.2022, Zulrafq applied to the Plaintiff for an extension and rollover of the Call Option Period and Put Option Period under the Option Agreement. The Plaintiff accepted these terms. [10] On 3.8.2022, a Supplemental Option Agreement was executed by both parties. The effect of this Supplemental Agreement was to extend and roll over both the Call Option Period and the Put Option Period. Under the Supplemental Option Agreement, the Put Option Period was extended to expire on 5.5.2023. [11] The Supplemental Option Agreement expressly provided that all other terms and conditions in the original Put and Call Option Agreement dated 22.10.2021 remained in full force and effect. In particular, Clause 2.2 (requiring service of the Put Option Notice at least ten business days prior to the expiry of the Put Option Period) and Clause 2.5 (providing for automatic termination if the Put Option is not exercised during the Put Option Period) remained binding and enforceable. S/N Tc4pP8Yfwkx9ii9M8v8yQ The Put Option Notice [12] On 2.5.2023, the Plaintiff issued a Put Option Notice to Zulrafq purporting to exercise the Put Option under the Agreements. The Put Option Period was due to expire on 5.5.2023. Accordingly, the Put Option Notice dated 2.5.2023 was served only three (3) days before the expiry of the Put Option Period. [13] Clause 2.2 of the Agreements required the Plaintiff to serve the Put Option Notice at least ten (10) business days prior to the expiry of the Put Option Period. To comply with this requirement, the Plaintiff would have had to serve the Put Option Notice by 21.4.2023 at the latest. The Plaintiff failed to do so. The Defendants’ Response and These Proceedings [14] By letter dated 17.5.2023, the Defendants’ solicitors wrote to the Plaintiff’s solicitors stating, inter alia, that the Put Option Notice dated 2.5.2023 was not in accordance with the Agreements and that the Agreements had terminated pursuant to Clause 2.5. [15] The Plaintiff commenced this suit seeking, inter alia, specific performance of the Agreements and an order compelling the Defendants to purchase the Option Shares pursuant to the Put Option Notice dated 2.5.2023. S/N Tc4pP8Yfwkx9ii9M8v8yQ [16] The Defendants filed their Defence and Counterclaim denying the Plaintiff’s entitlement to relief and pleading, inter alia, that the Put Option Notice dated 2.5.2023 was not in accordance with Clause 2.2 of the Agreements and that the Agreements had terminated automatically pursuant to Clause 2.5. Procedural History [17] The Plaintiff filed an application for summary judgment, which was heard before this court. This court allowed summary judgment. The Defendants appealed to the Court of Appeal. On 28.6.2024, the Court of Appeal allowed the Plaintiff’s appeal and remitted the matter for trial. [18] On 3.4.2025, the Defendants filed the present application pursuant to Order 14A of the ROC, seeking the determination of questions of law and construction relating to the validity and effect of the Put Option Notice dated 2.5.2023. [19] The application was heard on 28.7.2025. At the hearing, this court heard oral submissions from learned counsel for both parties, supplementing the written submissions filed by the parties. S/N Tc4pP8Yfwkx9ii9M8v8yQ THE APPLICATION [20] The Defendants’ application is filed pursuant to Order 14A of the Rules of Court 2012. The application sought the court's determination of specific questions of law and construction relating to the Put and Call Option Agreement dated 22.10.2021 and the Supplemental Option Agreement dated 3.8.2022, before the trial of the action. [21] The questions posed for determination were as follows: a) Whether the Plaintiff had delivered the Put Option Notice pursuant to Clause 2.2 of the Put and Call Option Agreement dated 22.10.2021 and Supplemental Option Agreement dated 3.8.2022 (the Agreements) in exercising the said put option. b) If the Plaintiff did not deliver the Put Option Notice pursuant to Clause 2.2 of the Agreements:

Whether the Put Option Notice dated 2.5.2023 was delivered beyond the Put Option Period as stated in Clause 2.2 of the Agreements;

(ii) Whether the Put Option Notice dated 2.5.2023 is null, void and invalid; S/N Tc4pP8Yfwkx9ii9M8v8yQ

(iii) Whether the Plaintiff can still exercise the Put Option pursuant to Clause 2.2 of the Agreements;

(iv) Whether the Agreements have been terminated and/or automatically terminated pursuant to Clause 2.5 of the Agreements. c) Based on the Plaintiff's admission at the Court of Appeal during the hearing dated 28.6.2024, whether it is proven that the Put Option Notice dated 2.5.2023 was delivered outside the Put Option Period as stated in Clause 2.2 of the Agreements. d) If all the answers to the above questions are in the affirmative, whether the Plaintiff's action premised on the Put Option Notice dated 2.5.2023 ought to be struck out and/or dismissed. THE PARTIES’ SUBMISSIONS The Defendants’ Submissions [22] The Defendants submitted that the present application is eminently suitable for determination under Order 14A. They contended that the questions posed turn on the construction and application of clear and unambiguous contractual provisions to undisputed documentary facts. The material facts - including the date on which the Put Option Notice was S/N Tc4pP8Yfwkx9ii9M8v8yQ served and the date on which the Put Option Period expired - are not in dispute. [23] The Defendants submitted that Clause 2.2 of the Agreements is clear and unambiguous. It requires the Plaintiff to serve the Put Option Notice at least ten (10) business days prior to the expiry of the Put Option Period. This is a mandatory and not a directory requirement. The use of the word “shall” in the clause indicates that compliance with the ten-business-day notice period is a condition precedent to the valid exercise of the Put Option. Only upon the issuance of a valid notice can the Plaintiff seek to enforce its rights under the Agreements. [24] The Defendants further submitted that they have pleaded in their Defence that the Plaintiff failed to comply with Clause 2.2 and that the Put Option Notice is void and unenforceable. They contended that even in the Plaintiff’s own Statement of Claim at paragraph 5(e), the Plaintiff pleaded that the Put Option shall be exercised by serving notice in writing at least ten business days prior to the maturity date, thereby acknowledging this requirement. [25] The Defendants distinguished the factual disputes raised in their counterclaim (relating to allegations of inducement, conspiracy and misrepresentation) from the present application. They submitted that the question before the court is purely one of contractual compliance with an S/N Tc4pP8Yfwkx9ii9M8v8yQ express and unambiguous term, which does not require resolution of those factual disputes. The Plaintiff’s Submissions Unsuitability for Order 14A Determination [26] The Plaintiff opposed the application on several grounds. First, the Plaintiff submitted that this case is unsuitable for Order 14A determination because the substratum of the Defendants’ case rests heavily on allegations of inducement, conspiracy and misrepresentation, which require viva voce evidence at trial. [27] The Plaintiff cited the High Court decision in William Singam a/l Raja Singam v Meeriam Rosaline a/p Edward Paul & Ors [2007] MLJU 845, where Balia Yusof Bin Haji Wahi J (as he then was) held that where issues involve serious allegations of conspiracies, collusion and fraud among the defendants, the case is certainly not suitable to be summarily determined under the Order 14A procedure. [28] Second, the Plaintiff contended that determining whether there was compliance with Clause 2.2 requires consideration of whether there was waiver by conduct, which necessitates viva voce evidence regarding the parties’ relationship and conduct. The Plaintiff argued that based on the conduct of the Defendants prior to filing this action and the correspondence exchanged, the Defendants S/N Tc4pP8Yfwkx9ii9M8v8yQ were aware of the exercise of the Put Option and had acquiesced and acknowledged that the Plaintiff had exercised its Put Option. The Plaintiff submitted that the Defendants’ solicitors’ letter dated 17.5.2023 and other correspondence must be examined to determine whether there was waiver, and this can only be properly assessed through oral testimony. [29] Third, the Plaintiff argued that the “antecedent breach” saving clause in Clause 2.5 creates ambiguity that can only be resolved at trial. The Plaintiff relied on the final part of Clause 2.5 which provides that rights and obligations “shall cease and determine save in respect of any antecedent breach of this Agreement.” The Plaintiff submitted that this saving clause means that the matter cannot be determined simply by reading Clause 2.5 in isolation, and whether there has been any antecedent breach can only be determined at trial after examining the entire relationship and conduct of the parties. Lack of Bona Fides and Abuse of Process [30] Fourth, the Plaintiff submitted that the Defendants’ application lacks bona fides and is merely a tactical manoeuvre to delay proceedings, especially given that the Defendants had previously resisted summary judgment on the basis that the matter required full trial. The Plaintiff highlighted that the present application is filed on the eve of trial, which is scheduled for September 2025, after the S/N Tc4pP8Yfwkx9ii9M8v8yQ parties have already engaged in extensive interlocutory proceedings including applications for interrogatories, discovery, and amendments to pleadings. [31] The Plaintiff advanced several grounds in support of this contention. First, the Plaintiff pointed to the fact that these proceedings are at a very advanced stage, with parties in the process of finalising the pre-trial cause papers and with trial scheduled for September 2025. The Plaintiff contended that this additional application, on top of the numerous interlocutory applications and interlocutory appeals already filed, only adds to the substantial time, resources, and costs that have been incurred and expended. [32] Second, the Plaintiff argued that the Defendants are “blowing hot and cold” by seeking summary determination after previously resisting the Plaintiff’s summary judgment application. The Plaintiff submitted that during the summary judgment hearing before this court, the Defendants took the position that the matter should be disposed of by way of full trial, which position the Court of Appeal agreed with when the matter was appealed. The Plaintiff contended that the Defendants cannot now, having successfully argued that viva voce evidence was indispensable to resolve the dispute, reverse their position and seek summary disposal via Order 14A on the eve of trial. S/N Tc4pP8Yfwkx9ii9M8v8yQ [33] Third, the Plaintiff submitted that the Defendants’ position is self-conflicting. On one hand, the Defendants contended that the facts are highly disputable, citing allegations of inducement, conspiracy, and misrepresentation to render the Agreements void. On the other hand, they are seeking this court to interpret the contractual terms of the very same Agreements. The Plaintiff argued that the Defendants cannot say the Agreement has nothing to do with them, but simultaneously insist that the Plaintiff must exercise the Agreement according to its terms. [34] Fourth, the Plaintiff relied on the doctrine of approbation and reprobation. The Plaintiff cited the Court of Appeal case of Kelana Megah Development Sdn Bhd v Kerajaan Johor & Anor [2016] 8 CLJ 804, in which Idrus Harun JCA (as he then was) held at paragraph [20] that a person cannot say at one time that a transaction is valid and thereby obtain some advantage, to which he could only be entitled on the footing that it is valid, and then turn round and say it is void for the purpose of securing some other advantage. The Plaintiff contended that the Defendants are approbating and reprobating by pleading that the Agreements are void whilst simultaneously relying on the terms of those Agreements to resist the Plaintiff’s claim. [35] Fifth, the Plaintiff submitted that the Order 14A Application should be seen as an abuse of process filed in an attempt to derail the trial scheduled in September 2025 and should therefore be dismissed with costs to be paid forthwith. The S/N Tc4pP8Yfwkx9ii9M8v8yQ Plaintiff contended that it is a waste of this court’s time and resources. The Defendants’ Reply [36] The Defendants submitted that the Plaintiff’s allegations of lack of bona fides and abuse of process are without merit and should be rejected. The Defendants contended that Order 14A of the ROC expressly provides at Order 14A Rule 1(1) that the court may determine any question of law or construction of any document arising in any cause or matter “at any stage of the proceedings” where it appears to the court that such question is suitable for determination without the full trial of the action and such determination will finally determine the entire cause or matter or any claim or issue therein. The Defendants argued that there is nothing improper or abusive about bringing an Order 14A application at this stage of proceedings, as the Rules expressly contemplate that such applications may be brought at any stage. [37] The Defendants further submitted that there is no inconsistency or impropriety in their conduct. The Defendants contended that they resisted summary judgment on the basis that the broader factual disputes in the case - relating to inducement, conspiracy, and misrepresentation - required resolution at trial with viva voce evidence. This, the Defendants argued, remains their position. However, the present Order 14A application seeks S/N Tc4pP8Yfwkx9ii9M8v8yQ determination of a discrete and threshold legal question - namely, whether the Plaintiff complied with the express notice requirement in Clause 2.2 of the Agreements. The Defendants submitted that this question turns on the construction and application of clear contractual provisions to undisputed documentary facts, and does not depend on the factual disputes that necessitate trial. The two applications, the Defendants contended, operate on different principles and serve different purposes. [38] The Defendants distinguished between Order 14 and Order 14A applications. Under Order 14, the burden is on the plaintiff to establish that there is no triable defence, and if any defence raises a triable issue requiring viva voce evidence, summary judgment must be refused. Under Order 14A, however, the court determines a specific question of law or construction that, if resolved, will finally determine the entire cause or matter. The Defendants submitted that a defendant is not precluded from resisting summary judgment (on the basis that broader factual disputes require trial) whilst simultaneously seeking determination of a threshold legal question that does not depend on those factual disputes. [39] The Defendants also submitted that there is no application of the doctrine of approbation and reprobation in this case. The Defendants argued that they are entitled to pursue all available defences and to plead in the alternative. The fact that they have pleaded alternative defences - that the S/N Tc4pP8Yfwkx9ii9M8v8yQ Agreements are void and unenforceable on other grounds - does not preclude them from also relying on the Plaintiff’s failure to comply with the express terms of those Agreements. A defendant is entitled to say: “If the Agreement is valid, then the Plaintiff failed to comply with its terms; if the Agreement is invalid, then it cannot be enforced for other reasons.” This, the Defendants submitted, is standard pleading practice and involves no inconsistency. [40] Finally, the Defendants submitted that the purpose of Order 14A is precisely to enable the expeditious determination of questions that can be resolved without full trial, thereby saving time and costs for all parties and the court. If the threshold question of compliance with Clause 2.2 can be determined summarily, it would be contrary to the interests of justice and a waste of resources to require parties to proceed to a lengthy and expensive trial on a claim that has no legal foundation. THE LEGAL FRAMEWORK: ORDER 14A OF THE ROC [41] Order 14A Rule 1(1) of the ROC provides as follows: “The Court may, upon the application of a party or of its own motion, determine any question of law or construction of any document arising in any cause or matter at any stage of the proceedings where it appears to the Court that –

such question is suitable for determination without the full trial of the action; and

such determination will finally determine the entire cause or matter or any claim or issue therein.” [42] Order 14A Rule 1(2) provides that on such determination the Court may dismiss the cause or matter or make such order or judgment as it thinks just. [43] In Dato’ Sivananthan a/l Shanmugam v Artisan Fokus Sdn Bhd [2016] 3 MLJ 122, the Court of Appeal (per Idrus Harun JCA) held at paragraph [10]: “It is obvious that the power of the court under this order is discretionary, as clearly evident by the use of the word ‘may’ therein. The power, in our opinion, is only exercisable where the determination of any such question of law or construction of any document, as the case may be, appears to the court to be suitable without the full trial of the action and will finally determine the entire cause or matter or any claim or issue in such action. This is a required prior condition or a prerequisite which must be fulfilled before this order can be invoked. The court should not, as a matter of course, proceed to determine any such question without first considering the legal prerequisite in this order. In a nutshell, the conditions prescribed in r 1 are not that can be conveniently avoided or sidestepped.” [44] The two limbs of Order 14A Rule 1(1) are conjunctive. Both must be satisfied before the court may exercise its discretion to determine the question under Order 14A. [45] As to the first limb - whether the question is suitable for determination without full trial - the test is whether all the necessary and material facts relating to the subject matter S/N Tc4pP8Yfwkx9ii9M8v8yQ of the question have been duly proved or admitted, and there is no dispute or no further dispute as to the relevant facts at the time when the court proceeds to determine the question. This is made clear in the commentary on Order 14A in the Malaysian Court Practice (Practitioner Edition, Malayan Law Journal). [46] In Lembaga Pembangunan Industri Pembinaan Malaysia v Konsortium JGC Corporation [2015] 6 MLJ 6, the Federal Court held that in order to determine whether a particular question or issue is suitable to be determined under Order 14A, all the necessary material facts relating to the subject matter of the question or issue must have been duly proved or admitted or should not have been disputed. [47] In Thein Hock Teng & Ors v Mohd Afrizan b Husain & Anor [2012] 1 CLJ 49, the Federal Court held at paragraph [47]: “It is trite that O.14A of the Rules of the High Court 1980 may only be resorted to if there is no dispute by the parties as to the relevant facts, or that the court, upon scrutinising the pleadings concludes that the material facts are not in dispute (see Dream Property Sdn Bhd v Atlas Housing Sdn Bhd [2008] 2 MLJ 812). Where the issues of fact are interwoven with legal issues raised, it will be undesirable for the court to split the legal and factual determination for to do so would in effect be to give rulings in vacuo or on a hypothetical ruling, which the court will not do (see State of Bank of India v Mariani Marketing 1 March 1991, CA Transcript No 91/0304).” S/N Tc4pP8Yfwkx9ii9M8v8yQ [48] In Petroleum Nasional Bhd v Kerajaan Negeri Terengganu [2004] 1 MLJ 9, the Court of Appeal (per Mohd Noor Ahmad JCA) considered the principles established in the English Court of Appeal decision of Korso Finance Establishment Anstalt v John Wedge (unreported, 15 February 1994, CA Transcript No 94/387), which laid down important guidelines on the ambit of Order 14A. The Court of Appeal in Petroleum Nasional adopted these principles at paragraph [12]: “(1) An issue is ‘a disputed point of fact or law relied on by way of claim or defence’.

A question of construction is well capable of constituting an issue.

If a question of construction will finally determine whether an important issue is suitable for determination under O 14A and where it is a dominant feature of the case a court ought to proceed to so determine such issue.

Respondents to an application under O 14A are not entitled to contend they should be allowed to hunt around for evidence or something that might turn up on discovery which could be relied upon to explain or modify the meaning of the relevant document. If these were material circumstances of which the court should take account in construing the document, they must be taken to have been known, and could only be such as were known, to the parties when the agreement was made. In the absence of such evidence the court should not refrain from dealing with the application.” [49] Citing Korso Finance further, the Court of Appeal in Petroleum Nasional further held at paragraph [13]: “In my judgment the question of construction is well capable of constituting an issue in the cause or S/N Tc4pP8Yfwkx9ii9M8v8yQ matter. An issue may be said to be a disputed point of fact or law relied on by way of claim or defence. In the present case the determination of the question of construction one way or the other will finally determine an important issue, namely whether the respondents are primarily liable under the agreement. If the determination is in favour of the appellant it will finally determine the entire matter ... The whole case does not have to be disposed of. It is sufficient if substantial matters can be disposed of. The real question in this case at the end and really crucial one it seems to me is: will the Court be able to dispose of the case or the major part of the case or the most significant issue in the case under Order 14A dealing with the matter today.” [50] As to the second limb - whether the determination will finally determine the entire cause or matter - this requires the court to be satisfied that the determination of the question will dispose of the entire action or a substantial part of it, such that the determination will have the effect of a final judgment. [51] In Savant-Asia Sdn Bhd v Sunway PMP-Pile Constructions Sdn Bhd [2009] 5 MLJ 754, the Federal Court held that the matter was appropriate for disposal under Order 14A of the Rules of the High Court. The court noted that the claim turned entirely on a single legal issue, requiring only the application of undisputed facts to the relevant statutory provisions. On that basis, it considered Order 14A the proper mechanism for resolving the case. S/N Tc4pP8Yfwkx9ii9M8v8yQ [52] Having set out the applicable legal principles, this court now turns to consider whether the present application satisfies the requirements of Order 14A. ANALYSIS AND FINDINGS First Requirement: Whether the Questions are Suitable for Determination Without Full Trial The Material Facts are Not in Dispute [53] The first question this court must consider is whether all the necessary and material facts relating to the subject matter of the questions posed have been duly proved or admitted, such that there is no dispute or no further dispute as to the relevant facts. [54] In the present case, the material facts are not in dispute. The following facts are established by the documentary evidence and are not contested by either party: a) The Put and Call Option Agreement was entered into on 22.10.2021. b) The Supplemental Option Agreement was entered into on 3.8.2022, extending the Put Option Period to expire on 5.5.2023. S/N Tc4pP8Yfwkx9ii9M8v8yQ c) Clause 2.2 of the Agreements requires the Plaintiff to serve the Put Option Notice “at least ten (10) business days prior to the expiry of the Put Option Period.” d) Clause 2.5 of the Agreements provides that in the event the Put Option is not exercised during the Put Option Period, the Put Option shall lapse and the Agreement shall terminate automatically. e) The Put Option Notice was dated and served on 2.5.2023. f) The Put Option Period expired on 5.5.2023. g) The Put Option Notice dated 2.5.2023 was therefore served only three days before the expiry of the Put Option Period. h) Ten business days prior to 5.5.2023 would have been 21.4.2023. [55] These facts are all established by documentary evidence and are not in dispute. The dates are clear and undisputed. The terms of the Agreements are in writing and their meaning is clear. There is no factual dispute about when the Put Option Notice was served or when the Put Option Period expired. S/N Tc4pP8Yfwkx9ii9M8v8yQ The Plaintiff’s Arguments Do Not Raise Genuine Factual Disputes [56] The Plaintiff has sought to argue that there are factual disputes that require resolution at trial. This court has carefully considered these arguments and does not find them persuasive. [57] First, the Plaintiff contends that the case involves serious allegations of inducement, conspiracy and misrepresentation which require viva voce evidence. While these allegations are indeed raised in the Defendants’ Defence and Counterclaim, they do not bear upon the questions posed in the present Order 14A application. The questions posed concern whether the Plaintiff complied with the express notice requirement in Clause 2.2 and the consequences of non-compliance under Clause 2.5. These questions turn on the construction of clear contractual provisions and the application of those provisions to undisputed documentary facts. They do not require resolution of the allegations of inducement, conspiracy or misrepresentation. [58] The allegations of inducement, conspiracy and misrepresentation go to the validity and enforceability of the Agreements as a whole. Those allegations, if made out, would provide an alternative ground for setting aside or refusing to enforce the Agreements. However, they are conceptually distinct from the question of whether the S/N Tc4pP8Yfwkx9ii9M8v8yQ Plaintiff complied with the express terms of the Agreements when purporting to exercise the Put Option. A plaintiff who seeks to enforce an agreement must first show that it has complied with the conditions precedent to enforcement. The Defendants’ alternative defences (that the Agreements are void for other reasons) do not preclude them from also contending that, even if the Agreements are valid, the Plaintiff has failed to comply with their terms. [59] This court is satisfied that the questions posed in the present Order 14A application can be determined without resolving the allegations of inducement, conspiracy and misrepresentation. Those matters, if they remain live issues after the determination of the present application, can be determined at a subsequent trial (if necessary). [60] Second, the Plaintiff contends that determining compliance with Clause 2.2 requires consideration of whether there was waiver by conduct, which necessitates viva voce evidence. This argument also does not withstand scrutiny. [61] Waiver is the abandonment of a known right. To establish waiver, a party must show that the other party had knowledge of the relevant right and engaged in clear and unequivocal conduct indicating an intention to abandon that right. S/N Tc4pP8Yfwkx9ii9M8v8yQ [62] In the present case, the Defendants’ solicitors, in their letter dated 17.5.2023, expressly challenged the validity of the Put Option Notice and asserted that it was not in accordance with the Agreements. The letter stated that the Agreements had terminated pursuant to Clause 2.5. This is the antithesis of waiver. The Defendants did not, by their conduct, indicate any intention to abandon their right to rely on the Plaintiff’s non-compliance with Clause 2.2. [63] The Plaintiff has pointed to earlier correspondence between the parties in which the Defendants did not immediately object to the Put Option Notice. However, this does not amount to waiver. A failure to object immediately does not necessarily constitute a waiver of the right to object. Moreover, the Defendants’ solicitors did raise the objection in their letter dated 17.5.2023, shortly after the Put Option Notice was served. There is no evidence of any clear and unequivocal conduct by the Defendants indicating an intention to waive their right to rely on the Plaintiff’s non-compliance with Clause 2.2. [64] Furthermore, even if there were some arguable case on waiver, it would not render the present application unsuitable for Order 14A determination. This is because the issue of waiver, if it arises, can be determined on the basis of the documentary evidence without the need for viva voce evidence. The relevant correspondence is all in documentary form and speaks for itself. There is no genuine factual dispute requiring oral testimony. S/N Tc4pP8Yfwkx9ii9M8v8yQ [65] Third, the Plaintiff relies on the “antecedent breach” saving clause in Clause 2.5 to argue that the matter cannot be determined without examining the entire relationship and conduct of the parties at trial. This argument is misconceived. [66] Clause 2.5 provides as follows: “In the event the Put Option is not exercised during the Put Option Period, the Put Option shall lapse and this Agreement shall terminate automatically. Accordingly, the rights and obligations of the parties hereto shall cease and determine save in respect of any antecedent breach of this Agreement.” [67] The Plaintiff contends that the saving clause creates ambiguity and that it is necessary to examine the entire relationship and conduct of the parties to determine whether there has been any antecedent breach. [68] This court does not accept this submission. The saving clause in Clause 2.5 does not create any ambiguity relevant to the questions posed in the present application. The saving clause simply preserves the parties’ rights and remedies in respect of any breach that occurred before the termination of the Agreements. It does not affect the automatic termination of the Agreements upon the expiry of the Put Option Period if the Put Option is not validly exercised. S/N Tc4pP8Yfwkx9ii9M8v8yQ [69] The question before this court is whether the Plaintiff validly exercised the Put Option by serving the Put Option Notice in accordance with Clause 2.2. If the Plaintiff did not comply with Clause 2.2, then the Put Option was not validly exercised, and upon the expiry of the Put Option Period on 5.5.2023, the Agreements terminated automatically pursuant to Clause 2.5. The saving clause does not alter this analysis. The saving clause merely preserves rights and remedies in respect of breaches that occurred before termination; it does not prevent termination from occurring or affect the determination of whether the Put Option was validly exercised. [70] In any event, the Plaintiff has not identified any specific “antecedent breach” that is said to be preserved by the saving clause or that would affect the determination of the questions posed. The reference to the saving clause appears to introduce complexity where none exists in the straightforward application of the contractual terms. [71] For the reasons set out above, this court is satisfied that the material facts relating to the questions posed are not in dispute and that the questions can be determined on the basis of the documentary evidence without the need for viva voce evidence. The Plaintiff’s arguments do not raise genuine factual disputes that would render the questions unsuitable for Order 14A determination. S/N Tc4pP8Yfwkx9ii9M8v8yQ The Questions Turn on the Construction and Application of Clear Contractual Provisions [72] The questions posed in the present Order 14A application turn on the construction of Clause 2.2 and Clause 2.5 of the Agreements and the application of those provisions to the undisputed facts. This is precisely the type of question that is suitable for determination under Order 14A. [73] In Seloga Sdn Bhd v UEM Gynisys Sdn Bhd [2007] 7 MLJ 385, the Court of Appeal (per Mohd Ghazali JCA) held that Order 14A applications are appropriate where the question turns on the construction of contractual documents. The court stated at paragraph [61]: “In cases where all the relevant evidence is before the court, and where the point of law depends entirely on the construction of relevant documents in their context and it is not suggested that any further evidence could be available, it would be appropriate for the question to be dealt with under Order 14A rather than to allow it to go for trial. See European Asian Bank AG v Punjab and Sind Bank [1983] 2 All ER 508 at p 521, CA (construction of letter of credit).” [74] The Court of Appeal in Seloga further observed that the purpose of Order 14A is to “accelerate the final judicial disposal of an action at the interlocutory stage to save the expense and delay which would otherwise arise if the action were to proceed to a full trial.” The court emphasised that where the relevant facts are clear and undisputed, and the S/N Tc4pP8Yfwkx9ii9M8v8yQ question turns on the construction of contractual provisions, Order 14A is the appropriate procedure. [75] Clause 2.2 is clear and unambiguous. It provides that the Put Option shall be exercisable by the Plaintiff serving on Zulrafq notice in writing “at least ten (10) business days prior to the expiry of the Put Option Period” requiring Zulrafq to purchase all or part of the Option Shares by the end of the Put Option Period. [76] The meaning of this provision is plain. It requires the Plaintiff to give Zulrafq at least ten business days’ notice before the expiry of the Put Option Period. This is a mandatory requirement, as indicated by the use of the word “shall.” [77] Clause 2.5 is also clear and unambiguous. It provides that in the event the Put Option is not exercised during the Put Option Period, the Put Option shall lapse and the Agreement shall terminate automatically. [78] The construction of these provisions does not require any evidence beyond the written terms of the Agreements themselves. The provisions are clear on their face and their meaning is not in dispute. The only question is the application of these provisions to the undisputed facts - namely, that the Put Option Notice was served on 2.5.2023, three days before the expiry of the Put Option Period on 5.5.2023. S/N Tc4pP8Yfwkx9ii9M8v8yQ [79] This court is satisfied that the questions posed are suitable for determination under Order 14A. They involve the construction and application of clear contractual provisions to undisputed documentary facts, without any need for viva voce evidence or resolution of disputed facts. Second Requirement: Whether the Determination Will Finally Determine the Entire Cause or Matter [80] The second question this court must consider is whether the determination of the questions posed will finally determine the entire cause or matter or any claim or issue therein. [81] In the present case, this court is satisfied that the determination of the questions will finally determine the Plaintiff’s claim in this suit. [82] The Plaintiff’s cause of action is premised entirely on the valid exercise of the Put Option pursuant to the Put Option Notice dated 2.5.2023. The Plaintiff seeks specific performance of the Agreements and an order compelling the Defendants to purchase the Option Shares pursuant to the Put Option Notice. [83] If this court finds that the Plaintiff did not validly exercise the Put Option (because the Plaintiff failed to comply with the mandatory notice requirement in Clause 2.2), then the Plaintiff’s cause of action fails in its entirety. The Plaintiff S/N Tc4pP8Yfwkx9ii9M8v8yQ cannot seek specific performance of an option that was not validly exercised. [84] Furthermore, if this court finds that the Agreements have terminated automatically pursuant to Clause 2.5 (because the Put Option was not validly exercised during the Put Option Period), then there is no subsisting agreement that the Plaintiff can seek to enforce. The Plaintiff’s claim for specific performance of terminated agreements has no legal foundation. [85] The determination of the questions posed will therefore finally determine the Plaintiff’s claim. If the answers to the questions are in favour of the Defendants, the Plaintiff’s claim must be struck out and/or dismissed. There will be nothing left for trial. [86] The Plaintiff has argued that the determination will not finally determine the entire matter because there are other issues raised in the Defendants’ Defence and Counterclaim (including the allegations of inducement, conspiracy and misrepresentation) that would remain for trial. However, this argument overlooks the fact that those other issues are alternative defences and counterclaims. They do not form part of the Plaintiff’s cause of action. If the Plaintiff’s cause of action fails because the Plaintiff did not validly exercise the Put Option, then the Plaintiff’s claim is dismissed and there is no need to consider the Defendants’ alternative defences. S/N Tc4pP8Yfwkx9ii9M8v8yQ [87] As for the Defendants’ Counterclaim, the determination of the present application will also have a significant effect. The Defendants’ Counterclaim includes claims arising from the same transactions and relationships. If the Agreements have terminated, this will affect the nature and scope of the counterclaim. However, even if some aspects of the counterclaim were to remain, this would not prevent this court from exercising its discretion under Order 14A to determine the questions and dismiss the Plaintiff’s claim. [88] This court is satisfied that the determination of the questions will finally determine the Plaintiff’s claim in this suit and this satisfies the second requirement of Order 14A. The Substantive Issues: Construction of the Agreements and Application to the Facts [89] Having determined that the present application satisfies both requirements of Order 14A, this court now turns to the substantive issues: the construction of Clause 2.2 and Clause 2.5 of the Agreements and the application of those provisions to the facts of this case. The Construction of Clause 2.2 [90] Clause 2.2 of the Agreements provides as follows: “Subject to Clause 2.1, the Put Option shall be exercisable by [the Plaintiff] serving on [Zulrafq] notice in writing at least ten (10) business days S/N Tc4pP8Yfwkx9ii9M8v8yQ prior to the expiry of the Put Option Period requiring [Zulrafq] to purchase all or part of the Option Shares in one (1) or multiple tranches by the end of the Put Option Period.” [91] The central question is whether the ten-business-day notice requirement in Clause 2.2 is mandatory or merely directory. [92] This court is satisfied that the ten-business-day notice requirement is mandatory. The use of the word “shall” in the clause indicates that this is a requirement that must be complied with. The provision does not say that the Put Option “may” be exercised by serving notice at least ten business days in advance, or that such notice “should” be given. Rather, it says that the Put Option “shall be exercisable” in this manner. This is mandatory language. [93] Furthermore, the requirement is clear, specific and unambiguous. It requires notice to be given “at least ten

business days prior to the expiry of the Put Option Period.” This is not a vague or uncertain requirement. It specifies exactly how much notice must be given: at least ten business days. [94] The purpose of the notice requirement is also clear. It is to give Zulrafq adequate time to prepare for the purchase of the Option Shares and to arrange the necessary financing and administrative matters. The ten-business-day notice period provides Zulrafq with reasonable notice of the S/N Tc4pP8Yfwkx9ii9M8v8yQ Plaintiff’s intention to exercise the Put Option and requires Zulrafq to purchase the shares. [95] The Plaintiff has sought to argue that strict compliance with the notice requirement is not necessary and that substance should prevail over form. The Plaintiff contends that the purpose of the Put Option Notice was fulfilled because the Defendants were aware of the Plaintiff’s intention to exercise the Put Option. [96] This court does not accept this submission. Where parties have stipulated a clear and specific requirement in their contract, the court should give effect to that requirement. The parties are free to contract on whatever terms they wish, and if they have agreed that notice must be given at least ten business days in advance, then that is what must be done. [97] The principle that “substance should prevail over form” does not mean that clear contractual requirements can be ignored. Rather, it means that in construing a contract, the court should focus on the substance of what the parties agreed rather than being unduly influenced by the particular form of words used. In the present case, however, there is no dispute about the substance of what the parties agreed. They agreed that the Plaintiff must give at least ten business days’ notice. The Plaintiff failed to do so. This is a clear breach of the express terms of the contract. S/N Tc4pP8Yfwkx9ii9M8v8yQ [98] The Plaintiff has cited the High Court case of Yong Ah Huat & Anor v Toshiba Corp [2018] MLJU 262 in support of the proposition that strict compliance with notice provisions is not always required. However, that case is distinguishable. In Yong Ah Huat, the court was concerned with whether informal communications (emails and meeting minutes) could satisfy formal notice requirements regarding the method and form of service, in circumstances where the parties had been discussing the dispute since 2012 and there was no prejudice. The court held that substantial compliance with the procedural formalities of service was sufficient, particularly as the notice provisions fell at the lower end of the range of importance. In the present case, however, the issue is fundamentally different. It concerns substantive compliance with a clear mandatory timing requirement - whether at least ten business days’ notice was given. The Plaintiff gave only three days’ notice, resulting in a shortfall of seven business days. This is not a case of substantial compliance with procedural technicalities, but rather clear and quantifiable non-compliance with an express mandatory timeframe. [99] This court is therefore satisfied that the ten-business-day notice requirement in Clause 2.2 is mandatory and that compliance with this requirement is a condition precedent to the valid exercise of the Put Option. S/N Tc4pP8Yfwkx9ii9M8v8yQ Application to the Facts: Did the Plaintiff Comply with Clause 2.2? [100] The facts are not in dispute. The Put Option Period was due to expire on 5.5.2023. To comply with Clause 2.2, the Plaintiff was required to serve the Put Option Notice at least ten business days prior to 5.5.2023. [101] Counting back ten business days from 5.5.2023, the last date on which the Plaintiff could have served the Put Option Notice in compliance with Clause 2.2 was 21.4.2023. [102] The Plaintiff served the Put Option Notice on 2.5.2023. This was only three days before the expiry of the Put Option Period on 5.5.2023. The Plaintiff therefore failed to comply with the mandatory notice requirement in Clause 2.2. [103] This is not a marginal case. The Plaintiff was seven business days late in serving the notice. This is a clear and material breach of Clause 2.2. [104] For the reasons set out above, this court finds that the Plaintiff did not deliver the Put Option Notice pursuant to Clause 2.2 of the Agreements in exercising the said put option. The Put Option Notice dated 2.5.2023 was delivered beyond the Put Option Period as required by Clause 2.2. S/N Tc4pP8Yfwkx9ii9M8v8yQ The Consequences of Non-Compliance: Clause 2.5 [105] Having found that the Plaintiff failed to comply with Clause 2.2, this court must now consider the consequences of that failure under Clause 2.5 of the Agreements. [106] Clause 2.5 provides as follows: “In the event the Put Option is not exercised during the Put Option Period, the Put Option shall lapse and this Agreement shall terminate automatically. Accordingly, the rights and obligations of the parties hereto shall cease and determine save in respect of any antecedent breach of this Agreement.” [107] The question is whether, as a result of the Plaintiff’s failure to comply with Clause 2.2, the Put Option was “not exercised during the Put Option Period” within the meaning of Clause 2.5. [108] This court is satisfied that the answer to this question is yes. The Put Option was not validly exercised during the Put Option Period because the Plaintiff failed to comply with the mandatory notice requirement in Clause 2.2. [109] As this court has found, compliance with the ten-business-day notice requirement in Clause 2.2 is a condition precedent to the valid exercise of the Put Option. A purported exercise of the Put Option that does not comply with Clause 2.2 is not a valid exercise. It follows that if the Plaintiff purported to exercise the Put Option by serving a S/N Tc4pP8Yfwkx9ii9M8v8yQ notice that did not comply with Clause 2.2, the Put Option was not validly exercised. [110] The principle that an option must be exercised in accordance with its express terms during the option period is well-established. In Ng Cheng Kiat v Nga Ling Sdn Bhd & Anor [2000] MLJU 484, the High Court (per Mohd Ghazali J, as he then was) was faced with a similar issue concerning the exercise of a put option. In that case, the plaintiff had served a put option notice on 12.3.1998, but the option period only commenced on 28.3.1998. The court held that the option had been exercised prematurely - before the option period commenced - and was therefore invalid. Mohd Ghazali J stated at page 10: “Since the plaintiff himself claims that he served the put option notice (exhibit ‘NCK-2’ of enclosure 4) on the 1st defendant on 12 March 1998, I am of the view that that exercise of the put option seems to be premature. I say so because it is clearly provided under the agreement, viz., clause 3.2 that the plaintiff may ‘at any time during the option period’ put to the 1st defendant to purchase the option shares at the option price. That clause further provides that the 1st defendant ‘shall be bound to purchase the Option Shares at the Option Price within Fourteen (14) days’ from receipt of the put option notice. Since the option was not exercised during the option period, I am of the view that the 1st defendant would not be bound to purchase the option shares and consequently, the question of the 2nd defendant being obligated to make payment under the guarantee cannot arise.” S/N Tc4pP8Yfwkx9ii9M8v8yQ [111] Whilst in Ng Cheng Kiat the option was exercised before the option period commenced, whereas in the present case the notice was served within the option period but did not comply with the mandatory advance notice requirement, the underlying principle is the same: an option must be exercised in accordance with its express terms. If the express terms require that notice be given at least ten business days before expiry, and such notice is not given, then the option has not been validly exercised “during the option period” within the meaning of the termination clause. [112] The Put Option Period expired on 5.5.2023. The Plaintiff’s purported exercise of the Put Option (by the Put Option Notice dated 2.5.2023) was not valid because it did not comply with Clause 2.2. Accordingly, when the Put Option Period expired on 5.5.2023, the Put Option had not been validly exercised during that period. [113] Clause 2.5 provides that in such circumstances, the Put Option shall lapse and the Agreement shall terminate automatically. The word “automatically” is significant. It means that the termination occurs by operation of the contract itself, without the need for any further act by either party. Once the Put Option Period expired on 5.5.2023 without the Put Option having been validly exercised, the Agreements terminated automatically. S/N Tc4pP8Yfwkx9ii9M8v8yQ [114] This court is satisfied that the Agreements terminated automatically pursuant to Clause 2.5 when the Put Option Period expired on 5.5.2023 without the Put Option having been validly exercised. The Status of the Put Option Notice Dated 2.5.2023 [115] It follows from the above analysis that the Put Option Notice dated 2.5.2023 is null, void and invalid. The notice did not comply with the mandatory requirements of Clause 2.2 and therefore did not constitute a valid exercise of the Put Option. The Plaintiff cannot rely on this notice as the basis for seeking specific performance or any other relief under the Agreements. [116] Furthermore, even if the Put Option Notice had been valid when it was served (which it was not), it would have ceased to have any effect when the Agreements terminated automatically on 5.5.2023 pursuant to Clause 2.5. [117] The Plaintiff contends that the saving clause in Clause 2.5 (which preserves rights and remedies in respect of antecedent breaches) means that the Plaintiff’s rights under the Put Option Notice are preserved notwithstanding the termination of the Agreements. This argument is misconceived. S/N Tc4pP8Yfwkx9ii9M8v8yQ [118] The saving clause preserves rights and remedies in respect of breaches that occurred before termination. It does not preserve rights that arise under the Agreements themselves and that depend on the continued subsistence of the Agreements. The Plaintiff’s alleged right to specific performance is a right that arises under the Agreements and depends on the Agreements being in force. Once the Agreements have terminated, there is no subsisting obligation to perform and no basis for an order for specific performance. [119] Moreover, the Put Option Notice itself was not valid, as this court has found. The saving clause does not convert an invalid notice into a valid one or create rights that never existed. Can the Plaintiff Still Exercise the Put Option? [120] The answer to this question is clearly no. The Put Option Period expired on 5.5.2023. The Plaintiff cannot now purport to exercise an option after the option period has expired. Furthermore, the Agreements have terminated pursuant to Clause 2.5. There is no longer any subsisting agreement under which the Plaintiff could exercise a put option. S/N Tc4pP8Yfwkx9ii9M8v8yQ The Plaintiff’s Arguments Regarding Delay, Bona Fides and Abuse of Process [121] As set out earlier, the Plaintiff has submitted that the Defendants’ application lacks bona fides, is filed merely to delay proceedings, and amounts to an abuse of process. This court has carefully considered these submissions but does not find them persuasive. Order 14A May Be Brought at Any Stage [122] First, the fact that an application is filed at a late stage of proceedings does not, in itself, render it an abuse of process. Order 14A expressly permits applications to be brought “at any stage of the proceedings.” The purpose of Order 14A is to enable the expeditious determination of questions that can be resolved without full trial, thereby saving time and costs. If a question is suitable for Order 14A determination, it serves the interests of justice to determine it, regardless of when the application is brought. [123] The Plaintiff argues that the application should have been brought earlier and that it is now too late because trial is scheduled for September 2025. However, there is no rule that an Order 14A application must be brought at any particular stage or that it cannot be brought once a trial date has been fixed. The ROC expressly contemplate that such applications may be brought at any stage. If this court were to refuse the present application on the ground that it was S/N Tc4pP8Yfwkx9ii9M8v8yQ brought too late, this would be inconsistent with the clear wording of Order 14A. No Inconsistency in the Defendants’ Conduct [124] Second, this court does not find any inconsistency or impropriety in the Defendants’ conduct. The Defendants resisted summary judgment on the basis that factual disputes relating to inducement, conspiracy, and misrepresentation required resolution at trial with viva voce evidence. The Court of Appeal agreed with this position and remitted the matter for trial. Those factual disputes remain live issues in the Defence and Counterclaim, and the Defendants have not resiled from their position that those matters require viva voce evidence and determination at trial. [125] However, the present Order 14A application seeks determination of a discrete and threshold legal question: whether the Plaintiff complied with the mandatory notice requirement in Clause 2.2 of the Agreements. This question does not depend on the factual disputes relating to inducement, conspiracy, or misrepresentation. Rather, it turns on the construction of clear contractual provisions and the application of those provisions to undisputed documentary facts - namely, the date on which the Put Option Notice was served and the date on which the Put Option Period expired. S/N Tc4pP8Yfwkx9ii9M8v8yQ [126] The two applications - Order 14 and Order 14A - operate on different principles and serve different purposes. Under Order 14, the burden is on the plaintiff to establish that there is no triable defence. If the defendant raises any defence that requires viva voce evidence or factual determination, summary judgment must be refused. The focus is on whether there are triable issues requiring a full hearing. [127] Under Order 14A, however, the court determines a specific question of law or construction. The question must be suitable for determination without full trial (meaning it does not depend on disputed facts requiring viva voce evidence), and the determination must finally determine the entire cause or matter or any claim or issue therein. [128] There is no inconsistency in the Defendants resisting summary judgment (on the basis that broader factual disputes require resolution at trial) whilst simultaneously seeking determination of a threshold legal question that does not depend on those factual disputes. The Defendants are entitled to say: “The broader factual disputes relating to inducement, conspiracy, and misrepresentation require trial; however, before the court considers those matters, it must first determine whether the Plaintiff satisfied the threshold requirement of serving a valid Put Option Notice in accordance with Clause 2.2. If the Plaintiff failed to satisfy that threshold requirement, the Plaintiff’s claim fails without the need to consider the broader factual disputes.” S/N Tc4pP8Yfwkx9ii9M8v8yQ [129] This approach is consistent with established principles of case management and procedural efficiency. Courts regularly determine threshold or preliminary issues that, if resolved against one party, dispose of the entire matter without the need to proceed to trial on the remaining issues. This is precisely what Order 14A is designed to facilitate. [130] In Savant-Asia, the Federal Court held at paragraph [38]: “Finally, based on the view that we have taken, clearly, this is a fit and proper case to be decided under O 14A of the RHC on the single issue as posed to this court. The outcome of the claim by the respondent rests entirely on our answer to the question posed which purely involved the application of the facts which are not in dispute, to the relevant provisions of the Act and the WUR. On that premise, we hold that the claim may appropriately be disposed of under O 14A.” [131] The Federal Court in that case recognised that where a claim rests entirely on a discrete legal question involving the application of undisputed facts to contractual or statutory provisions, it is appropriate to dispose of the matter under Order 14A, notwithstanding that there may be other factual disputes in the background. The Doctrine of Approbation and Reprobation [132] Third, this court addresses the Plaintiff’s submission that the Defendants are approbating and reprobating by pleading that the Agreements are void whilst simultaneously relying S/N Tc4pP8Yfwkx9ii9M8v8yQ on the terms of those Agreements to resist the Plaintiff’s claim. This court is not persuaded by this submission. [133] The doctrine of approbation and reprobation, as explained in the cases cited by the Plaintiff, provides that a person cannot say at one time that a transaction is valid and thereby obtain some advantage, to which he could only be entitled on the footing that it is valid, and then turn round and say it is void for the purpose of securing some other advantage. The doctrine is concerned with preventing a party from adopting inconsistent positions where the party has obtained a benefit based on one position and then seeks to resile from that position to obtain a further benefit. [134] In Kelana Megah, the Court of Appeal (per Idrus Harun JCA) explained the doctrine at paragraph [21], citing the English Court of Appeal decision in Verschures Creameries, Limited v Hull And Netherlands Steamship Company, Limited [1921] 2 KB 608: “A person cannot say at one time that a transaction is valid and thereby obtain some advantage, to which he could only be entitled on the footing that it is valid, and then turn round and say it is void for the purpose of securing some other advantage.” [135] In Kelana Megah, the appellant had obtained compensation for land acquisition on the footing that the acquisition was valid, and then sought to challenge the acquisition to recover the land. The Court of Appeal held that this was a clear case of approbation and reprobation. The appellant S/N Tc4pP8Yfwkx9ii9M8v8yQ had obtained a clear benefit (compensation) based on the validity of the transaction and then sought to challenge the validity of that same transaction to obtain a further benefit (recovery of the land). [136] The present case is entirely different. The Defendants have not obtained any benefit on the footing that the Agreements are valid. They have not sought to enforce the Agreements or to obtain any advantage under them. They have consistently resisted the Plaintiff’s claim on multiple grounds, including both that the Agreements are void and that, even if valid, the Plaintiff failed to comply with their terms. [137] In the present case, the Defendants have not adopted inconsistent positions. The Defendants have pleaded alternative defences, which is standard and proper pleading practice. The Defendants’ Defence raises multiple grounds on which the Plaintiff’s claim should fail. One ground is that the Agreements are void and unenforceable due to inducement, conspiracy, and misrepresentation. Another ground is that even if the Agreements are valid, the Plaintiff failed to comply with the mandatory notice requirement in Clause 2.2, and therefore the Plaintiff has no right to enforce the put option. [138] Pleading in the alternative is expressly permitted and indeed encouraged by the ROC. Order 18 Rule 13(2) of the ROC provides that a party may make two or more S/N Tc4pP8Yfwkx9ii9M8v8yQ inconsistent sets of allegations and relief where the party is in doubt as to which of those sets of allegations he should make or which of those claims for relief he is entitled to make. A defendant is entitled to say: “I deny liability on Ground A; in the alternative, if Ground A does not succeed, I deny liability on Ground B; and in the further alternative, if neither Ground A nor Ground B succeeds, I deny liability on Ground C.” [139] In the present case, the Defendants are entitled to argue in the alternative: “The Agreements are void and unenforceable due to inducement, conspiracy, and misrepresentation; in the alternative, if the Agreements are valid, the Plaintiff failed to comply with Clause 2.2, and therefore the put option was not validly exercised.” There is no inconsistency or impropriety in this approach. The Defendants have not obtained any benefit on the footing that the Agreements are valid and then sought to resile from that position. Rather, they have consistently denied the Plaintiff’s entitlement to relief on multiple grounds. [140] This is standard defensive pleading and involves no approbation and reprobation. Interests of Justice [141] Fourth, if this court were to refuse the present application on the basis that it was filed late or that the Defendants had previously resisted summary judgment, the result would be S/N Tc4pP8Yfwkx9ii9M8v8yQ that the parties would proceed to a full trial on a claim that, on this court’s analysis, has no legal merit. This would be a waste of time and resources for all concerned, including the court. [142] It cannot be in the interests of justice to require parties to proceed to a lengthy and expensive trial when the matter can be disposed of by the determination of a discrete legal question that goes to the foundation of the Plaintiff’s entitlement to relief. [143] The purpose of Order 14A is precisely to enable such questions to be determined summarily, thereby avoiding unnecessary trials and the attendant costs and delays. To refuse the present application on the grounds advanced by the Plaintiff would be to frustrate the very purpose of Order 14A. [144] This court therefore rejects the Plaintiff’s submissions regarding delay, lack of bona fides and abuse of process. The Plaintiff’s Admission at the Court of Appeal [145] The Defendants have also raised a question based on the Plaintiff’s alleged admission at the Court of Appeal during the hearing dated 28.6.2024. The Defendants contend that the Plaintiff admitted during that hearing that the Put Option Notice dated 2.5.2023 was delivered outside the Put Option Period as stated in Clause 2.2 of the Agreements. S/N Tc4pP8Yfwkx9ii9M8v8yQ [146] While this court notes this submission, it is not necessary for this court to rely on this alleged admission in reaching its decision. The undisputed documentary evidence, including the date of the Put Option Notice and the terms of the Agreements, are sufficient to establish that the Plaintiff failed to comply with Clause 2.2. [147] Nevertheless, for completeness, this court notes that the transcript of the Court of Appeal hearing shows that the Plaintiff’s counsel acknowledged the timing of the Put Option Notice and did not dispute that it was served less than ten business days before the expiry of the Put Option Period. To the extent that this amounts to an admission, it is consistent with this court’s findings based on the documentary evidence. SUMMARY OF FINDINGS [148] In summary, this court’s findings are as follows: a) The present application is suitable for determination under Order 14A. The material facts are not in dispute, and the questions posed turn on the construction and application of clear contractual provisions. b) The determination of the questions will finally determine the Plaintiff’s claim in this suit. S/N Tc4pP8Yfwkx9ii9M8v8yQ c) Clause 2.2 of the Agreements required the Plaintiff to serve the Put Option Notice at least ten business days prior to the expiry of the Put Option Period on 5.5.2023, meaning by 21.4.2023 at the latest. d) The Plaintiff served the Put Option Notice on 2.5.2023, which was only three days before expiry. This constitutes a clear and material breach of Clause 2.2. e) The Plaintiff did not validly exercise the Put Option because it failed to comply with the mandatory notice requirement in Clause 2.2. f) The Put Option Notice dated 2.5.2023 is null, void and invalid. g) The Plaintiff cannot still exercise the Put Option, as the Put Option Period has expired and the Agreements have terminated. h) The Agreements terminated automatically pursuant to Clause 2.5 when the Put Option Period expired on 5.5.2023 without the Put Option having been validly exercised. i) The Plaintiff’s action, which is premised on the valid exercise of the Put Option pursuant to the Put Option S/N Tc4pP8Yfwkx9ii9M8v8yQ Notice dated 2.5.2023, has no legal foundation and must be struck out and/or dismissed. CONCLUSION AND ORDER [149] For the reasons set out above, this court allows the Defendants’ Order 14A application. This court’s answers to the questions posed are as follows: a) Whether the Plaintiff had delivered the Put Option Notice pursuant to Clause 2.2 of the Agreements in exercising the said put option – NEGATIVE b) If the Plaintiff did not deliver the Put Option Notice pursuant to Clause 2.2 of the Agreements: i. Whether the Put Option Notice dated 2.5.2023 was delivered beyond the Put Option Period as stated in Clause 2.2 of the Agreements – AFFIRMATIVE ii. Whether the Put Option Notice dated 2.5.2023 is null, void and invalid – AFFIRMATIVE iii. Whether the Plaintiff can still exercise the Put Option pursuant to Clause 2.2 of the Agreements – NEGATIVE iv. Whether the Agreements have been terminated and/or automatically terminated S/N Tc4pP8Yfwkx9ii9M8v8yQ