The plaintiff issued a notice to exercise the put option, dated 19 December 2022 in the exhibited letter and in the pleaded case. At the first defendant's request, a Second Supplemental Agreement dated 13 December 2023 restructured the Put Option Price into three tranches totalling RM106,408,374.19, the first tranche of RM30,220,435.12 falling due on 10 January 2024, and raised the default interest rate to 9.25% per annum. A Second Supplemental Personal Guarantee of the same date bound the second defendant accordingly, and joined him as a party to the option agreement. 4) The first tranche was not paid on 10 January 2024 and has never been paid. Between January and June 2024 the plaintiff granted repeated indulgences. The first defendant replied on 26 March 7 2024 and 17 April 2024, acknowledging the delay, seeking more time, and agreeing that the plaintiff's incurred costs be added to the redemption sum, without disputing the debt or its amount. On 22 July 2024 the plaintiff issued a Notice of Demand, and on 7 August 2024 a Notice of Default accelerating the entire sum. The Notice of Default was transmitted by hand, by e-mail and by courier; the courier consignment to the second defendant bears a proof of delivery dated 12 August 2024, “Delivered — Signed for by: Tan Sri”. Nothing was paid, and this suit followed. The applicable test, stated shortly 5) The plaintiff must first satisfy the procedural conditions of O 14 rr 1 and 2. Upon its doing so the evidential burden passes to the defendants, under O 14 r 3(1), to satisfy the Court that there is “an issue or question in dispute which ought to be tried” or that “there ought for some other reason to be a trial”. That burden is discharged by evidence and not by assertion, and this Court is entitled to reject a defence which, on scrutiny, is a bare denial or a sham. This being a civil matter, the standard throughout is the balance of probabilities (Miller v Minister of Pensions). No witness testified; this Court accordingly makes no credibility findings, and were there a genuine conflict of affidavit evidence upon a fact material to the outcome, a trial would follow. 6) The procedural conditions are met: the writ and statement of claim were served, both defendants entered appearance, the supporting affidavit verifies the claim and deposes to the absence of a defence, and the claim is not of an excepted class. A prima facie case is established, and the burden passes to the defendants. This Court takes their four grounds in turn. Ground 1: Whether the put option notice was obsolete 7) The defendants say the Second Supplemental Agreement altered the plaintiff's rights, so that the plaintiff relies upon an obsolete notice. The submission mistakes the character of that agreement. Recital (K) provides that it “shall be supplementary to and be read together with” the earlier agreements. It is not a novation and creates no fresh option. Recital (E) records the issue of the Put Option Notice, and Recital (F) records that it was at the first defendant's own request that the plaintiff agreed to stagger the Exercise Date and the Put Option Price and to capitalise the Premium and the overdue interest. 8) A Put Option Price is a sum that comes into existence only upon exercise of the option. Parties do not negotiate an instalment schedule, nor capitalise overdue interest, upon a debt that has not arisen. The whole commercial purpose of the Second Supplemental Agreement presupposes that the option had been exercised and the price had crystallised. That is not merely an inference; it is a fact recited in a document that both defendants executed, and is an admission under ss 17 and 21 of the Evidence Act 1950. 9) There is a discrepancy of date. The exhibited notice and the statement of claim say 19 December 2022; Recital (E) says 3 January 2023, and no letter of that date exists. Neither party took the point; this Court raises it, because a discrepancy left unexplained is an invitation to an appellate court. A misdescription does not vitiate where the thing described is otherwise certain: falsa demonstratio non nocet. Recital (E) identifies the notice by its author, its recipient, its subject matter and its operative role; there is one such notice, and its date in the recital is a clerical slip. What the recital proves is not the date but the acknowledgment, by all three parties on 13 December 2023, that the option had been exercised. On either date the notice fell within the period as extended to 10 January 2023. This Court finds the notice to be that of 19 December 2022, that the reference to 3 January 2023 is an error of transcription, and that nothing turns upon it. 10) This Court finds the put option validly exercised and the Put Option Price of RM106,408,374.19 crystallised as a debt payable in the three tranches scheduled. Ground 2: The alleged unfulfilled conditions precedent 11) The defendants aver that conditions precedent were unfulfilled but do not identify one of them, nor point to a clause, nor name an act left undone. A defendant who asserts unfulfilled conditions precedent while declining to identify a single one has said nothing capable of being answered or tried. It is the bare averment which Chen Heng Ping holds insufficient and the sham which Bank Negara Malaysia v Mohd Ismail permits this Court to reject. No triable issue arises. Ground 3: Event of default, acceleration and prematurity 12) New cl 9.3, inserted by cl 6.10.2 of the Second Supplemental Agreement, provides that where the first defendant or the guarantor “fails to pay any portion of the Put Option Price on the due dates set out in the Schedule”, the entire sum “shall become immediately due and payable” and “shall supersede the staggered payment”. The clause uses the word “forthwith” and prescribes no notice period, grace period or cure period. The first tranche fell due on 10 January 2024, was not paid, and cl 9.3 was thereby engaged. 13) The fourteen-day cure period in cl 5.1(b) does not assist the defendants. It attaches to events occurring “prior to the Exercise Date” which entitle the plaintiff to exercise the option, and to those “capable of remedy”; it has no application to non-payment of a tranche of a price already crystallised, which is governed by cl 9.3 and carries no cure period. In any event sixteen days separated the Notice of Demand (22 July 2024) from the Notice of Default (7 August 2024), and the defendants in truth had 209 days from the due date, during which the plaintiff granted extension upon extension. The acceleration was valid and the Notice of Default was not premature. Ground 4: Service upon the second defendant 14) The second defendant denies on oath receiving the notices, against a courier proof of delivery dated 12 August 2024. On its face that is a conflict of affidavit evidence. It is not, however, a conflict upon a fact in issue. Clause 7.1(a) of the Personal Guarantee — unamended by either Supplemental Guarantee and therefore subsisting — provides that a notice “shall be deemed to have been given … in the case of … courier[,] on the day of delivery provided that delivery is made on or before 5.00 p.m. on a Market Day”. 15) That is a deemed service clause. The parties agreed in advance that a courier notice is deemed given upon delivery, not upon receipt or proof of receipt. Its commercial purpose is precisely to relieve the giver of proving what happened within the recipient's office. Actual receipt is therefore not a fact in issue; delivery is. Delivery on 12 August 2024, a Monday, is evidenced by the consignment note and its endorsement; the second defendant does not dispute despatch, address, hour or Market Day. His denial of receipt, whatever its sincerity, contradicts nothing the plaintiff must prove and raises no triable issue. The notice was in any event also given by hand and by e-mail. 16) There is a further and independent answer. The guarantee is, by cl 2.1 and cl 3.1 as amended, “unconditional and irrevocable” and enforceable “notwithstanding any dispute between the Vendor and the Purchaser”; the guarantor must pay “forthwith” upon the first defendant's failure. It does not condition his liability upon prior demand upon him. His liability was engaged by the first defendant's default. Ground 5: Quantum and the allegation of manifest error 17) This Court rejects, at the outset, the plaintiff's submission that the statement of account is conclusive absent proof of manifest error. That submission borrows the language of a certificate-of-indebtedness clause. There is no such clause here. Having read the option agreement, both supplemental agreements and all three guarantees, this Court finds none contains a conclusive evidence clause. The burden of proving quantum therefore lay on the plaintiff throughout, and it is discharged not by any conclusive-evidence mechanism but by arithmetic, which this Court has performed itself. 18) The principal of RM106,408,374.19 and the first tranche of RM30,220,435.12 are contractual figures written into cl 9.3 and the Schedule. The rate of 9.25% per annum is fixed by cl 11.1 as amended. On the first tranche, interest at that rate is RM7,658.60 per day; over 214 days (10 January to 11 August 2024) that is RM1,638,940.40, against RM1,638,941.13 claimed. On the accelerated sum, interest is RM26,966.51 per day; over 483 days (12 August 2024 to 8 December 2025) that is RM13,024,824.63, against RM13,024,822.30 claimed. On the costs of RM439,870.68, interest is RM111.47 per day; over 488 days (6 August 2024 to 8 December 2025) that is RM54,397.36, against RM54,399.35 claimed. Each reconciles; the variances of a few ringgit are rounding at the daily rest, and in two heads run in the defendants' favour. 19) Interest on the accelerated sum runs from 12 August 2024 — the date of deemed service under cl 7.1(a) — and not from the date of the notice, the plaintiff thereby forgoing five days; nor is there overlap, interest on the first tranche ending 11 August and on the accelerated sum beginning 12 August. Against all this the defendants say only “manifest error”, without once identifying a figure, a date or a rate said to be wrong, and without an alternative computation. That is not a triable issue; it is a hope. This Court is not required to order a trial so that a defendant may go looking for a defence he has not found. 20) The costs of RM439,870.68 comprise quit rent of RM291,543.00 (RM245,716.00 for PT 709 and RM45,827.00 for PT 710), legal fees of RM78,327.68 on the preparation of the agreements (RM59,634.68 and RM18,693.00), and valuation fees of RM70,000.00 (RM25,000.00 for PT 709 and RM45,000.00 for PT 710). The three heads total RM439,870.68 exactly, and no figure within the breakdown is challenged. Each head, moreover, was incurred before 6 August 2024 — the fees on agreements executed by 13 December 2023, the quit rent and valuations upon lands charged on 7 April 2024 — so that interest is claimed from a date later than the plaintiff's entitlement arose. The first defendant's letters expressly agreed that these costs be added to the redemption sum, an admission under s 17, and cl 8.1 of the Second Supplemental Agreement independently indemnifies the plaintiff. Whether any triable issue arises; conditional leave 21) The plaintiff put its case on the defendants' letters principally as estoppel. This Court prefers to put it as admission, treating estoppel as an alternative and cumulative basis, because admission requires nothing beyond the statement itself while estoppel requires representation, reliance and detriment. The letters of 26 March 2024 and 17 April 2024 sought further time and agreed that costs be added to the redemption sum. A man does not ask for time to pay a debt he says he does not owe. These are admissions of the debt, in writing, by the debtor, never retracted or explained, receivable under ss 17 and 21. In the alternative the defendants are estopped (Boustead Trading; Vellasamy Pennusamy): they represented that the debt was owing and would be paid if time were given; the plaintiff relied by forbearing from January to July 2024; forbearance induced by a request for time is detriment. The proposition that commercial silence equates to admission (Dream Property) is, stated so widely, too wide, and in any event does not arise, for the defendants were not silent — they wrote back, more damagingly than silence. 22) This Court has not overlooked the defendants' authorities. ES HVAC confines O 14 to very clear cases requiring no investigation; this is such a case. Alliance Bank v Wan Ho Trading and Chuan Leong Development v Tang Yick Chong establish that a single genuine triable issue defeats the application; that is accepted, but the defendants' four candidates are each contradicted by their own instruments, or unparticularised to meaninglessness, or aimed at a fact not in issue. Juliana Quah reinforces the shifting of the burden; the burden did shift, and was not discharged. 23) The defendants did not seek leave to defend on terms. This Court nevertheless considered, of its own motion, whether to exercise the discretion under O 14 r 4(3), that discretion not depending upon being invoked. Conditional leave presupposes a defence that is shadowy but not incredible — something to try, however faint. Here there is nothing. To grant conditional leave would compel the defendants to pay money into court to litigate a case they have not articulated. Leave is refused, whether unconditional or on terms. The defendants have shown no issue which ought to be tried, and no other reason for a trial. The plaintiff is entitled to judgment under O 14 r 3(1). The Option Shares 24) The Put Option Price is the price of shares, and this Court considered whether the obligations to pay and to transfer are concurrent. They are not. Clause 8.3, as inserted by cl 6.9.1, makes transfer of each tranche of shares “subject to” payment of the corresponding tranche of the price; cl 8.5 confirms completion occurs only upon payment and consequential transfer. The parties decoupled the obligations and placed payment first. A money judgment therefore stands alone. This Court nevertheless directs, consequentially, that upon satisfaction of the judgment the plaintiff take the steps required of it under cll 8.3 to 8.5 to procure transfer of the Option Shares; the plaintiff is entitled to its money, not to keep both the money and the shares. 25) By way of observation only and not forming part of this Court's ratio: land charges over PT 709 and PT 710 were registered in the plaintiff's favour on 7 April 2024. Nothing in this judgment extinguishes, impairs or enlarges that security, or authorises double recovery; any realisation of the security must be brought into account against the judgment sum. That question does not arise for decision and is not decided. By way of further observation only, had the Personal Guarantee contained no deemed service clause and had the guarantor's liability turned upon his receipt of a demand, partial judgment against the first defendant alone might have been the proper course; it is the instrument the second defendant executed, and not one he might have preferred, which decides the matter. Conclusion and orders 26) Enclosure 8 was allowed. This Court ordered, against the first and second defendants jointly and severally: a) RM106,408,374.19, being the Put Option Price; b) RM1,638,941.13, being late payment interest at 9.25% per annum on the first tranche of RM30,220,435.12 from 10 January 2024 to 11 August 2024; c) RM13,024,822.30, being late payment interest at 9.25% per annum on RM106,408,374.19 from 12 August 2024 to 8 December 2025; d) continuing interest at 9.25% per annum on RM106,408,374.19 from 9 December 2025 to the date of judgment; e) RM439,870.68, being costs and expenses (quit rent, legal fees and valuation fees); f) RM54,399.35, being late payment interest at 9.25% per annum on RM439,870.68 from 6 August 2024 to 8 December 2025, with continuing interest at the same rate from 9 December 2025 to the date of judgment; g) interest on the judgment sum at 5% per annum from the date of judgment until realisation, under O 42 r 12 of the Rules of Court 2012; h) costs of the action and of this application on a full indemnity basis, to be taxed unless agreed, pursuant to cl 8.1 of the Second Supplemental Agreement and cl 5 of the Personal Guarantee; and i) upon full satisfaction of the judgment sum, the plaintiff shall take all steps required of it under cll 8.3, 8.4 and 8.5 of the option agreement as amended to procure transfer of the Option Shares to the defendants' CDS account. 27) This Court records its appreciation to counsel on both sides for their submissions and for the orderly presentation of the cause papers. Dated 14hb July 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR APPEARANCES For the Plaintiff: Toh Xin Yi (Shahrizat Rashid & Lee (Kuala Lumpur)) For Defendants: Muhammad Shah Irman & Athari bin Bahardin (Athari (Shah Alam))