(b) repugnancy of clauses: clause 8 of the Share Agreement is rendered null and void or inoperative due to its mutual exclusivity and irreconcilable conflict with clause 5.9 of the Share Agreement which mandates the exclusive jurisdiction of the Malaysian courts. [11] At the outset, it is my considered view that the mere existence of an arbitration clause does not automatically oust a court's jurisdiction. Instead, the court is duty-bound to adopt a holistic approach, scrutinizing all relevant factual circumstances to determine, as a threshold issue, whether the arbitration provision in the agreement applies to the dispute in question. If the dispute falls within the scope of the clause, the matter must be referred to arbitration. If it does not, the court retains the jurisdiction to hear and adjudicate the dispute, irrespective of the clause's existence. [12] A careful perusal of clause 8 of the Share Agreement reveals that the parties have placed the agreement under the exclusive jurisdiction of the Malaysian courts. Crucially, the agreement does not oust the court's jurisdiction in toto. Instead, the invocation of arbitration is strictly conditional upon the existence of a formal 'dispute'. Consequently, a live dispute is a mandatory prerequisite that must be established before any matter can be referred to arbitration. This raises the threshold question: does a mere failure to settle the Purchase Price in full in the present case amount to a genuine 'dispute' and sufficiently activate the arbitration clause? [13] In this regard, the decision in Che Group Bhd v. Dato Kweh Team Aik [2019] CLJU 1292; [2019] 1 LNS 1292, is instructive where Evrol Mariette Peters JC (now JCA) held- [46] Mere refusal to pay upon a claim which is not disputed does not give rise to a dispute calling an arbitration clause into operation. This is trite law explained in London and North Western Railway v. Jones [1915] 2 KB 35 where it was stated by Rowlatt J: It does not, however, follow that the Courts cannot be resorted to without previous recourse to arbitration to enforce a claim which is not disputed but which the trader merely persists in not paying... [47] This vital qualification was reiterated in KSM Insuran Bhd v. Ong Ah Ba & Anor [1984] CLJU 147; [1984] 1 LNS 147; [1986] 1 MLJ 237, HC by George J at page 238: The learned editors of Russell on Arbitration 17th Edition cited the aforesaid judgment of Rowlatt J [in London and North Western Railway v. Jones [1915] 2 KB 35] in support of their contention that: Mere refusal to pay upon a claim which is not really disputed does not necessarily give rise to a 'dispute' calling an arbitration clause into operation. [48] In Elf Petroleum SE Asia Pte Ltd v. Winelf Petroleum Sdn Bhd [1984] CLJU 166; [1984] 1 LNS 166; [1986] 1 MLJ 177 it was stated also by George J: In my judgment what we have is a mere refusal to pay upon a claim which had been admitted as being owing to the Defendants. There is nothing to be settled by arbitration. ... Where a claim is admitted it does not call for a settlement by arbitration. All that is called for is for payment of the admitted amount which can be by an action in the Courts as has been done in the instant case. [49] Elf Petroleum SE Asia Pte Ltd v. Winelf Petroleum Sdn Bhd [1984] CLJU 166; [1984] 1 LNS 166; [1986] 1 MLJ 177 was cited in Celcom (Malaysia) Sdn Bhd v. Sarawak Electricity Supply Corporation [2003] 1 CLJ 6, wherein the Court Appeal emphasised the significance of this qualification in the words of Gopal Sri Ram JCA at page 10: The important qualification to which this principle is subject is housed within it. It is that there must be a dispute falling within the scope of the arbitration clause or agreement. If there be no dispute, then it follows that there is nothing to refer to arbitration. This qualification is illustrated by Elf Petroleum SE Asia Pte Ltd v. Winelf Petroleum Sdn. Bhd [1984] CLJU 166; [1984] 1 LNS 166; [1986] 1 MLJ 177. [14] Back to the present action, the material facts are straightforward and uncontroverted. The parties executed the Share Agreement, pursuant to which the Plaintiff fully transferred the Shares to the Defendant. While the Defendant made partial payments towards the Purchase Price, it failed to settle the balance. Consequently, the Plaintiff initiated this action to recover the outstanding sum. Critically, the Defendant has neither challenged nor denied the existence of the debt. This clear admission of liability demonstrates that there is no triable issue or dispute between the parties. Thus, a mere failure to pay an admitted debt does not constitute a genuine 'dispute' capable of triggering the arbitration clause. Conclusion [15] In view of the foregoing, it is my considered view that, since there is no dispute in reality, this Court possesses the jurisdiction to hear this action irrespective of the existence of the arbitration clause. Thus, I dismiss the Defendant's application in Enclosure 7 with costs. Dated: 8.6.2026 (SHAMSULBAHRI BIN HAJI IBRAHIM) JUDGE, HIGH COURT OF MALAYA, KLANG SELANGOR Counsels for the Plaintiff: Amirtha Valli Sinniah Nurul Adawiyah binti Mohamed Razif (Messrs. Amirtha VS & Co) Counsel for the Defendant: Chew Cal Vin (Messrs. Cal Vin, Hong & Partners)