whether there exists a genuine conflict of material fact rendering the OS procedure inappropriate; (d) what weight, if any, ought to be accorded to Atan Mustaffa J's findings in the injunction application; and (e) whether, and on what terms, allowing the OS would occasion real prejudice to Brunsfield's position in Suit 389. V. ANALYSIS AND FINDINGS Issue (a): Construction of Clause 5.2 [23] The starting point is the language of Clause 5.2 itself. The clause employs the words 'unconditionally and irrevocably authorized' — S/N iQ9kVWbpykeoDs17XFSzxQ language which, on its plain and ordinary meaning, admits of no ambiguity. The release obligation is not qualified by any requirement for Brunsfield's consent, nor by a prior finding of fraud or unconscionability, nor by any further order of court. This Court is bound to give effect to the clear words of the contract as agreed between the parties, who are sophisticated commercial entities that contracted at arm's length after extensive negotiations. To read conditions into Clause 5.2 which are not there would be to rewrite the bargain struck between the parties, which this Court has no jurisdiction to do. This Court finds accordingly that Pacific Trustees' contractual obligation to release the Stakeholder Sum was triggered by the receipt of SDP's notice of demand, without more. [24] Brunsfield has not pointed to any other provision in the Escrow Agreement or the SSA which expressly conditions the release obligation upon Brunsfield's consent or upon a judicial finding in Brunsfield's favour. This Court rejects any such implied condition. The principle that clear and unambiguous language in commercial S/N iQ9kVWbpykeoDs17XFSzxQ instruments is to be given its natural and ordinary meaning, and that terms are not to be implied in the face of express contrary provision, is well settled. It is sufficient to note the proposition adopted in Between Malaysian Trustee Berhad v Dato' Sng Chong Keong, applying the approach in Edward Owen Engineering Ltd v Barclays Bank International Ltd [1978] QB 159, that a party bound by an unconditional undertaking must honour it according to its terms, the relations between the underlying contracting parties being wholly irrelevant to that obligation. Issue (b): The Fraud Exception [25] It is equally well settled that the autonomy of unconditional payment and release obligations is not absolute. The one recognised exception is where there is clear and obvious fraud of which the obligor has notice: see Edward Owen Engineering Ltd v Barclays Bank International Ltd [1978] QB 159, per Lord Denning MR, adopted in Between Malaysian Trustee Berhad v Dato' Sng Chong Keong. The burden of establishing this exception lies on S/N iQ9kVWbpykeoDs17XFSzxQ Brunsfield. The standard of proof is the balance of probabilities, as stated in Miller v Minister of Pensions [1947] 2 All ER 372, that being the applicable civil standard in these proceedings; it is, however, a standard whose application demands a commensurately higher degree of cogency of evidence where the allegation is as serious as fraud. [26] Applying those principles to the material before this Court, this Court finds that Brunsfield has not discharged the burden of establishing a clear and obvious case of fraud. The allegations, as particularised in Suit 389 and repeated in the OS affidavits, remain general assertions of wrongdoing going to the motivations and intentions of SDP in the underlying commercial transaction. They have not, on the affidavit evidence before this Court, risen to the level of clear and established fraud required to engage the exception. The exception is a narrow one, and rightly so; it exists to guard against manifest dishonesty, not to provide a general licence to resist performance of unconditional contractual obligations on the basis of disputed commercial grievances. S/N iQ9kVWbpykeoDs17XFSzxQ [27] This Court has in particular considered Brunsfield's contention that the timing of SDP's claims under the SSA is itself evidence of fraud or bad faith: specifically, that claims totalling RM6,036,955.13 were submitted pursuant to Clauses 5.1.1.1 and 5.1.1.2 of the SSA only three days before expiry of the retention period. This Court rejects that contention. The submission of a claim within the contractually stipulated retention window, however close to its expiry, is on its face a lawful exercise of a contractual entitlement. SDP and Brunsfield are sophisticated commercial parties who negotiated the retention mechanism, including the window within which claims might be submitted, with the benefit of legal advice. They must be taken to have accepted the commercial consequence that claims might properly be submitted at any point up to the final day of the retention period. The bare fact of timing and quantum, without independent corroborating evidence of dishonest intent, is not capable of converting the exercise of a contractual right into clear and obvious fraud. This Court finds accordingly. S/N iQ9kVWbpykeoDs17XFSzxQ Issue (c): Suitability of the Originating Summons Procedure [28] Brunsfield submits that the existence of conflicting affidavit evidence renders the OS procedure inappropriate and that the matter ought to proceed to trial or be deferred pending Suit 389. This Court does not accept that submission. The conflict identified by Brunsfield goes to the ultimate merits of the commercial dispute in Suit 389 — whether SDP's conduct under the SSA was fraudulent — and not to any material fact bearing directly on the narrow question before this Court, which is the construction and operation of Clause 5.2. On that question, the contractual language is undisputed and its meaning is clear. There is no genuine conflict of material fact going to the issues this Court is required to determine on the OS. The OS procedure is in these circumstances appropriate, and this Court declines to convert or adjourn the proceedings. S/N iQ9kVWbpykeoDs17XFSzxQ Issue (d): The Weight to be Accorded to Atan Mustaffa J's Findings [29] Brunsfield correctly submits that the findings of Atan Mustaffa J in the injunction application were made on an interlocutory basis, applying the lower threshold of a serious question to be tried, and do not possess the finality or binding force of a determination made after full trial. This Court accepts that submission unreservedly. This Court has not treated those findings as conclusive or as binding upon its own independent assessment. What this Court has done — and what it is entitled to do — is to treat those findings as a relevant contextual circumstance forming part of the overall factual matrix, noting in particular that the very allegations now advanced by Brunsfield in the OS were considered and assessed as without merit by a judge of coordinate jurisdiction on materials substantially similar to those placed before this Court. Weighed against the absence of any independent corroborating evidence of clear fraud before this Court, the unappealed status of that finding reinforces rather than supplants this Court's own conclusion. S/N iQ9kVWbpykeoDs17XFSzxQ Issue (e): Prejudice to Brunsfield and Preservation of Suit 389 [30] This Court finds that allowing the OS, subject to the formalisation of SDP's refund undertaking as a condition of the order, occasions no real or irreversible prejudice to Brunsfield. Suit 389 remains live and undetermined. Brunsfield's substantive claims for declarations, specific performance and damages against SDP are wholly unaffected by, and are not foreclosed or pre-empted by, an order directing release of the Stakeholder Sum. Should Suit 389 ultimately be decided in Brunsfield's favour, SDP's sworn undertaking to this Court provides a concrete and enforceable mechanism for restitution of the full sum released, together with interest. The order sought is accordingly proportionate, and is properly made without prejudice to the trial and final disposal of Suit 389 on its merits. [31] This Court further finds that Pacific Trustees' neutral stakeholder position, while understandable as a matter of commercial caution, does not constitute a defence to the OS. An order of this Court directing release resolves the very risk of double liability which S/N iQ9kVWbpykeoDs17XFSzxQ Pacific Trustees has expressed concern over, by providing Pacific Trustees with the judicial authority it has appropriately sought before acting. Observation (Obiter) [32] By way of observation only, and this does not form part of the ratio of this judgment: parties who negotiate unconditional and irrevocable release mechanisms in commercial escrow agreements ought to be taken to have accepted that such mechanisms will be enforced according to their terms. The proper forum for allegations of fraud or unconscionability arising from the underlying transaction is the full trial of those allegations on their merits — which in this case will take place in Suit 389 — and not the resistance of performance of an otherwise unconditional escrow obligation. S/N iQ9kVWbpykeoDs17XFSzxQ VI. CONCLUSION AND ORDERS [33] For the reasons set out above, this Court allows Enclosure 1 and makes the following orders: a) The Defendant, Pacific Trustees Berhad, shall within seven (7) days from the date of this order transfer the Stakeholder Sum of RM5,000,000.00, together with all interest accrued thereon, to the Plaintiff, Sime Darby Property Berhad, pursuant to Clause 5 of the Escrow Agreement dated 01.11.2023; b) As a condition of this order, the Plaintiff's sworn undertaking to refund the entire Stakeholder Sum, together with all accrued interest, to the Defendant or as this Court may direct, in the event that Civil Suit No. WA-22NCC-389-06/2025 is ultimately decided against the Plaintiff, is hereby formally recorded and shall remain in full force and effect pending final disposal of that suit; S/N iQ9kVWbpykeoDs17XFSzxQ c) For the avoidance of doubt, this order is made without prejudice to, and shall not be construed as a final determination of, any of the substantive issues of fraud, bad faith, unconscionability, entitlement or damages pending trial in Civil Suit No. WA-22NCC- 389-06/2025; and d) Costs of this OS, fixed at RM15,000.00, shall be borne by the Defendant and RM20,000.00 shall be borne by the Intervener respectively in the proportions this Court directs, to be paid to the Plaintiff forthwith. This Court makes no order as to costs as between the Plaintiff and the Intervener for the Intervener's participation in these proceedings, the Intervener having been legitimately permitted to be heard, but reserves liberty to either party to address this Court further on the question of costs between themselves if so advised. S/N iQ9kVWbpykeoDs17XFSzxQ VII. APPRECIATION [34] This Court records its appreciation to learned counsel for the Plaintiff, the Defendant and the Intervener for their comprehensive and well-prepared written and oral submissions, which were of considerable assistance to this Court in the disposal of