Unique Luxury Sdn. Bhd. v Bigtown Development Sdn. Bhd. (KA-24NCvC-351-10/2025)

(b) & (c) of the National Land Code 1965; In the Matter of Section 25 (2) and Paragraph 3 of the Schedule to the Courts of Judicature Act 1964; and In the Matter of Order 7, 28, and 31 and/or Order 92 Rule 4 of the Rules of Court 2012. 13/07/2026 12:06:45 KA-24NCvC-351-10/2025 Kand. 69 S/N v7KbmpCxekCrhSZj2udOQ BETWEEN UNIQUE LUXURY SDN. BHD. (Co No.: 199101005481/ 215791-U) --- PLAINTIFF AND BIGTOWN DEVELOPMENT SDN. BHD. (Co No.: 201301032690/1062519-D) --- DEFENDANT GROUNDS OF JUDGMENT

FACTS OF THE CASE This case brings into sharp focus the statutory mechanics governing the termination of concurrent ownership under the National Land Code 1965 (‘the NLC’). It presents a textbook illustration of a total commercial deadlock where a microscopic minority stakeholder seeks to maintain a permanent stalemate over prime city-centre real estate. The primary question is whether equity and statutory land law will permit a 0.858% micro-stakeholder to hold an overwhelming 99.142% majority owner to ransom, or whether judicial intervention S/N v7KbmpCxekCrhSZj2udOQ must dissolve the co-proprietorship to restore the asset's economic utility.

This action concerns two adjoining parcels of land situated in Bandar Alor Setar, Daerah Kota Setar, Kedah Darul Aman, held under GRN 99162 (Lot 676) and GRN 99163 (Lot 677) (collectively referred to as “the Properties”). The Properties are presently held under co-proprietorship, with the Plaintiff owning a 4854/4896 undivided share, representing approximately 99.142% of the total interest, whilst the Defendant owns the remaining 42/4896 undivided share, representing approximately 0.858%.

The Defendant became a registered co-proprietor of the Properties in December 2017. Subsequently, the Plaintiff acquired its majority interest through transfers registered on 26 July 2023 and 2 September 2024, respectively. It is common ground that the parties are separate commercial entities and have no prior relationship, history of a joint venture, or prior dealings concerning the Properties other than their status as co-proprietors.

Prior to the Plaintiff's acquisition of its interest, the Properties were said to be overgrown with vegetation and in an undeveloped S/N v7KbmpCxekCrhSZj2udOQ condition. The Plaintiff contends that it subsequently incurred expenditure of approximately RM381,901.60 to clear, level, and fence the Properties. Following these works, the Properties were utilised as an open-air car park pending any future development of the land.

The Plaintiff is a subsidiary of PMCK Berhad and has expressed its intention to utilise the Properties for the future expansion of Putra Medical Centre. In support of this intention, the Plaintiff states that preliminary discussions have been held with Majlis Bandaraya Alor Setar regarding the proposed development.

A dispute has since arisen between the parties regarding the use and management of the Properties. The Defendant alleges that the Plaintiff has been operating the car park for its sole benefit without the Defendant's consent and without accounting for any income generated therefrom. The Plaintiff disputes this allegation and maintains that, as a co-proprietor, it is entitled to possession and enjoyment of the entirety of the Properties pursuant to section 343(1)(b) of the NLC. The Plaintiff further contends that the car park operation has not generated any net profit as the costs incurred in clearing and preparing the land have yet to be recovered. S/N v7KbmpCxekCrhSZj2udOQ

The parties also disagree on the market value of the Properties. The Plaintiff relies on a valuation report which assesses the Properties at RM161.50 per square foot, with an aggregate value of approximately RM13 million. The Defendant challenges the valuation, contending that it does not adequately reflect the Properties' future development potential, particularly given the Plaintiff's stated intention to expand the adjacent hospital facilities.

The present dispute principally concerns the manner in which the co-proprietorship should be terminated. The Plaintiff seeks an order for the sale of the Properties through a buy-out mechanism based on market value, contending that a physical partition of the Defendant's 0.858% undivided share, equivalent to approximately 629.50 square feet, would be commercially impracticable. The Defendant, on the other hand, opposes a sale and seeks an order for physical partition pursuant to section 145 of the NLC, maintaining that the Properties' vacant state presents no physical obstacle to such a division. SUMMARY OF THE PARTIES' CONTENTIONS S/N v7KbmpCxekCrhSZj2udOQ

The Plaintiff’s core case is that a complete breakdown of the co-proprietorship has occurred, resulting in a commercial deadlock. As a 99.142% majority shareholder seeking to expand the adjacent Putra Medical Centre, the Plaintiff argues that they share no common commercial objective with the Defendant, a separate corporate entity holding a mere 0.858% micro-stake. Consequently, the Plaintiff seeks to invoke the Court's statutory discretion under Section 145 of the NLC, read with Section 25(2) and Paragraph 3 of the Schedule to the Courts of Judicature Act 1964, to terminate the co-proprietorship via a court-ordered direct sale of the Defendant's share to the Plaintiff at RM161.50 per square foot, based on an independent valuation report.

The Defendant strongly opposes the application. As a preliminary issue, the Defendant contends that the Originating Summons ought to be converted to a Writ action under Order 28, rule 8 of the Rules of Court 2012, arguing that the competing affidavits reveal substantial disputes of fact—particularly regarding the property valuation and the feasibility of the Plaintiff's development plans—that necessitate oral testimony and cross-examination. S/N v7KbmpCxekCrhSZj2udOQ

Substantively, the Defendant argues that compelling them to sell their share to the Plaintiff violates their constitutional right to property under Article 13 of the Federal Constitution and defeats their indefeasibility of title under Section 340 of the NLC. The Defendant demands that if the co-proprietorship must be terminated, the Properties must be physically partitioned. Alternatively, if a sale is ordered, it must be done via a public auction on the open market, as the Plaintiff's proposed buy-out price is allegedly one-sided and their hospital expansion plans remain speculative and unapproved by local authorities.

Finally, the Defendant alleges bad faith and abuse of process. The Defendant claims the Plaintiff artificially manufactured the deadlock to squeeze the Defendant out, highlighting that the Plaintiff had unilaterally operated an interim commercial car park on the vacant land and monopolised the profits without consulting the Defendant. THE COURT'S ANALYSIS AND FINDINGS Preliminary Issue: Whether the Defendant's objection is estopped by the Doctrine of Res Judicata 13. The Plaintiff raised a preliminary objection contending that the Defendant is precluded from seeking the dismissal of the present S/N v7KbmpCxekCrhSZj2udOQ originating summons under the doctrine of res judicata. The Plaintiff submitted that the Defendant had previously filed an application for dismissal of the originating summons vide Enclosure 8, which was heard and dismissed by this Court. According to the Plaintiff, the grounds presently relied upon by the Defendant, including allegations concerning the Plaintiff's unilateral operation of the car park and the absence of good-faith negotiations, had already been raised in the earlier application and ought not to be re-litigated. The Plaintiff contended that the Defendant is barred by the doctrine of res judicata from raising the conversion issue, as the Defendant had previously applied for the dismissal of this action (via Enclosure 8) on substantially the same grounds, which this Court dismissed. This Court cannot agree with the Plaintiff on this point. Res judicata only applies where there has been a final determination of the issue on its merits. The Plaintiff’s preliminary objection on the ground of res judicata conflates a procedural dismissal with a substantive adjudication on the merits. It is an elementary principle of estoppel by record that a formal termination of an interlocutory application— predicated solely on a lack of procedural recognition under the Rules of Court 2012—does not give rise to issue estoppel. Because the merits of Enclosure 8 were never judicially deliberated, the S/N v7KbmpCxekCrhSZj2udOQ doctrine cannot be weaponised to preclude the Defendant from raising its substantive objections now.

While this Court agrees with the Defendant that res judicata does not bar their preliminary objection, there is, nonetheless, absolutely no merit in the Defendant's substantive application to convert this originating summons proceeding into a writ action under Order 28 rule 8 of the Rules of Court 2012.

The Defendant heavily relied on the Supreme Court decision in Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 to argue that substantial disputes of fact—such as the valuation of the Properties and the feasibility of development—necessitate a full trial with oral testimony and cross-examination. This Court is of the considered view that Ting Ling Kiew is clearly distinguishable. In that case, the core issues involved serious allegations of fraud and fraudulent intent, which the Supreme Court correctly held must be specifically pleaded and strictly proven via a writ action.

In the present case before me, there are no allegations of fraud. The Defendant’s objections primarily concern a disagreement over the market valuation of the Properties and the speculative future S/N v7KbmpCxekCrhSZj2udOQ development potential. These are not complex disputes of fact requiring a full trial, but rather bare denials and unsubstantiated assertions by the Defendant. Accordingly, this matter can be properly, justly, and expeditiously disposed of via affidavit evidence, and the Defendant's preliminary objection is hereby dismissed. Termination of Co-Proprietorship under Section 145 of the NLC

This Court finds that the Plaintiff has satisfied the statutory preconditions under section 145(1)(a) of the NLC for the termination of the co-proprietorship. As the Court of Appeal definitively settled in Ong Chin Hai v Ong Hoo See [2022] 5 MLJ 692; [2022] 7 CLJ 852, Section 145 of the NLC imposes no artificial statutory precondition requiring an applicant to first make a futile request for partition before invoking the court’s jurisdiction. Where a co-proprietor's unequivocal intention is the absolute termination of the co-proprietorship via sale, demanding a prior, performative invitation to partition is a legal absurdity. .

The inability of the parties to reach any agreement on the future use, development, or disposition of the Properties themselves demonstrates a clear and continuing deadlock, thereby engaging S/N v7KbmpCxekCrhSZj2udOQ the Court’s jurisdiction to facilitate a lawful exit from the co-proprietorship.

In considering the appropriate remedy, account has been taken of the additional powers conferred upon this Court by section 25(2) and paragraph 3 of the Schedule to the Courts of Judicature Act 1964, together with Order 31 rule 1 of the Rules of Court 2012. Having considered the evidence and submissions of the parties, this Court is satisfied that it is both necessary and expedient to order a sale of the Properties rather than a physical partition. The parties are separate commercial entities with no prior relationship, no mutual trust, and no history of cooperation. There is no realistic prospect of cooperation between the parties concerning the future use and development of the Properties. In circumstances of this nature, the decision in Yong Hin Seong & Anor v Yong Teik Seong [2003] 6 MLJ 38, as referred to by Hashim Hamzah JCA (now, CJM) in Ong Chin Hai (supra), supports the proposition that a court-ordered sale is the most practical and effective means of resolving a commercial impasse and unlocking the economic utility of the land. The equitable rationale articulated by Abdul Malik Ishak J (as his Lordship then was) in Yong Hin Seong (Supra) underscores that where co-ownership degenerates into an irremediable impasse, S/N v7KbmpCxekCrhSZj2udOQ equity must intervene to unlock the asset's economic utility. A court-ordered public auction or private buyout serves as the ultimate mechanism for severing a paralysed relationship. The 'Necessary and Expedient' Threshold 20. The Defendant further resisted the order for sale by arguing that the Plaintiff failed to satisfy the threshold under Order 31 rule 1 of the Rules of Court 2012, read with Section 25(2) and Paragraph 3 of the Schedule to the CJA 1964, which requires the sale to be "necessary or expedient". The Defendant contended that co-proprietorship in land does not depend on personal acquaintance or trust, and the mere lack of a relationship between the Plaintiff and Defendant does not render a sale necessary.

With respect, the Defendant fundamentally mischaracterises the nature of the deadlock. This is not merely a case of two co-owners lacking a personal relationship; it is a complete commercial paralysis. The parties are separate entities with diametrically opposed commercial objectives. The Plaintiff seeks to realise the development potential of the Properties, whilst the Defendant— holding a microscopic 0.858% share—seeks to hold the land in a stalemate without proposing any viable mutual use. S/N v7KbmpCxekCrhSZj2udOQ

As established in Tan Kok Chiang v Tan Yaw Ti & Anor [2009] 1 LNS 711; [2009] MLJU 606, the Court’s power to order a sale under the CJA is precisely designed to resolve such impasses. It is entirely expedient and necessary to order a sale here because doing so unlocks the land's economic utility, preventing it from remaining a "frozen asset" indefinitely due to obstruction by a minority micro-stakeholder. To hold otherwise would be to allow the Defendant to weaponise their 0.858% share to hold the 99.142% majority owner to ransom, which runs counter to all principles of equity and commercial common sense.

The Defendant’s resistance to the present application, anchored upon allegations concerning the retention of profits from the interim operation of the car park, rests upon a fundamental misconception of the statutory architecture of the NLC. It is imperative to distinguish between a dispute over transient economic benefits and a structural action to dissolve a co-proprietorship. Claims for an account of profits, mesne profits, or the distribution of rental yields constitute collateral, in personam disputes arising out of the concurrent management of land. Conversely, an application under Section 145 of the NLC is an in rem statutory mechanism directed S/N v7KbmpCxekCrhSZj2udOQ exclusively at terminating the legal relationship of co-proprietorship itself. The existence of outstanding, unresolved financial disputes between co-owners does not operate as a programmatic bar or a substantive defence to the court’s jurisdiction to sever a deadlocked co-proprietorship. This crucial distinction finds authoritative support in the decision of the Court of Appeal in Leong Wai Choong & Ors v Mah Guat Eng & Anor [2021] 2 MLJ 440, which firmly established that a cause of action addressing interim income or accounting is entirely distinct from, and cannot be weaponised to impede, an otherwise meritorious application to dissolve co-ownership under Section 145. If the Defendant maintains that it has been wrongfully excluded from its proportionate share of revenue derived from the car park operation, its proper recourse lies in instituting an independent civil suit for an account or contractual restitution. It cannot use these collateral monetary claims as an equitable shield to freeze the land in perpetuity, particularly when the very existence of such accounting disputes highlights the irremediable breakdown of the commercial relationship and reinforces the absolute necessity of judicial intervention.

Given that the Plaintiff already holds approximately 99.142% of the beneficial interest in the Properties and the dispute concerns only S/N v7KbmpCxekCrhSZj2udOQ the Defendant's minority shareholding, this Court is satisfied that a sale mechanism incorporating a right of first refusal would be more efficient and proportionate than a public auction. Such a mechanism would avoid unnecessary transaction costs while preserving the Defendant's right to receive fair market value for its interest. The Unfeasibility of Partition 25. While this Court acknowledges that it possesses a broad statutory discretion under Section 145 of the NLC to order either a physical partition or a sale of the land, the exercise of such discretion must remain tethered to both physical and legal reality. The Defendant’s insistence on a physical partition of the Properties ignores an insurmountable barrier constructed by the intersection of the mathematical reality of its shareholding and the strict strictures of statutory land law. The mathematical reality is that the Defendant holds a microscopic undivided share in the Properties, which equates to a mere 0.858% of the aggregate land area. Critically, the Properties are categorised as agricultural land. Pursuant to Section 136(1)(f) of the NLC, any proposed subdivision or partition of agricultural land is subject to an absolute statutory prohibition on creating a fragmented lot size that falls below the prescribed S/N v7KbmpCxekCrhSZj2udOQ minimum area set by the state land authorities. When the Defendant's 0.858% fractional interest is extrapolated against the total acreage, the resulting parcel would be a commercially minuscule fraction that blatantly contravenes the minimum area permitted by law. Partition is therefore not merely a practical inconvenience; it is a legal impossibility.

The Defendant’s argument that partitioning remains viable because the land is currently a vacant, open-air car park—devoid of physical "bricks and mortar" obstructions—is conceptually flawed and misses the point entirely. The feasibility of a partition under the NLC is not determined by the presence or absence of physical structures on the soil surface. It is governed by the rigid, statutory boundaries of the written law. The factual nature of the land's current usage cannot magically override express statutory prohibitions against unlawful subdivision.

Furthermore, this Court must deprecate the manner in which this defence was conducted. The Defendant completely failed to adduce an independent land surveyor's report, mathematical calculations, or any credible documentary evidence in its affidavits to demonstrate that the relevant Land Office would even entertain, S/N v7KbmpCxekCrhSZj2udOQ let alone approve, the carving out of such a microscopic fraction. Instead, the argument for partition was advanced purely as an afterthought by counsel from the bar during oral submissions. It is a trite, foundational principle of civil jurisprudence that submissions from the bar cannot serve as a surrogate for sworn affidavit evidence. In the absence of an evidentiary foundation showing a legally viable partition plan, this Court cannot act on bare, speculative assertions. Given that a physical partition is barred by statute, a court-ordered sale remains the sole viable and equitable means of dissolving this co-proprietorship. Statutory Mechanics and Constitutional Safeguards under Section 145 of the NLC

The underlying judicial philosophy governing the dissolution of an unworkable co-proprietorship does not depend on foreign common law constructs or imported equitable doctrines, which have no place in the Torrens system enacted by our Parliament. Instead, the remedy is entirely indigenous and statutory, arising from the progressive design of Section 145 of the NLC. The statutory exit mechanism is an explicit legislative recognition that land must not be kept in a state of perpetual economic paralysis. Where a S/N v7KbmpCxekCrhSZj2udOQ concurrent ownership structure breaks down irremediably, Section 145 serves as a vital tool of economic utility, ensuring that a deadlocked minority stakeholder cannot permanently freeze alienable land and subvert the asset's broader developmental potential.

It is an undisputed fact that the Plaintiff and the Defendant are separate commercial entities with no prior relationship, and they have reached a complete deadlock regarding the use and future of the Properties. As established in Leong Wai Choong (supra), an application to terminate a co-proprietorship is a valid cause of action for resolving deadlocks between co-owners. Where there is no co-sharing basis or any realistic possibility of cooperation, maintaining the co-proprietorship serves no practical purpose and merely renders the Properties a "frozen asset”.

The Defendant forcefully argued that compelling a sale of their share to the Plaintiff would effectively deprive them of their proprietary interest, allegedly running afoul of Article 13 of the Federal Constitution. This Court finds this constitutional argument to be wholly misconceived. Article 13(1) of the Federal Constitution mandates that no person shall be deprived of property save in S/N v7KbmpCxekCrhSZj2udOQ accordance with law. Section 145 of the NLC is a validly enacted written law that provides the specific statutory mechanism for the termination of co-proprietorship. The Defendant's reliance on Article 13 of the Federal Constitution and Section 340 of the NLC is conceptually flawed. Indefeasibility of title protects against unlawful, vitiating third-party claims; it does not immunise a registered proprietor against the internal, structural dissolution mechanisms explicitly enacted by Parliament under Section 145 of the NLC. A judicial order for sale executed under a valid statutory framework is, by definition, 'in accordance with law.' The Defendant’s proprietary value is not being confiscated or forfeited; it is merely being liquidated for its fair market value.

The Defendant further sought refuge under Section 340(1) of the NLC, relying on the Federal Court decision in Tan Ying Hong v Tan Sian San & Ors [2010] 1 MLRA 1; [2010] 2 MLJ 1 to argue that their registered title is indefeasible and therefore cannot be arbitrarily defeated or forfeited by an order for sale. This argument is legally misconceived in the context of this application. The concept of indefeasibility under Section 340 protects a registered proprietor from adverse claims based on vitiating factors such as fraud, misrepresentation, or forgery. It does not, however, operate S/N v7KbmpCxekCrhSZj2udOQ as an absolute shield against a specific statutory mechanism expressly enacted by Parliament to dispose of land, such as an order for sale under Section 145 of the NLC. The termination of co-proprietorship by a Court order is a lawful statutory intervention designed to resolve deadlocks; it is not an infringement or an unlawful defeat of the Defendant's indefeasibility of title. The Fallacy of Distinguishing Between Familial and Commercial Co-Proprietors 32. The Defendant sought to distinguish the established authorities on Section 145 of the NLC, such as Leong Wai Choong (Supra) and Kumaradevan Rajadevan v Jeevamalar Kumarasubramaniam [2024] CLJU 887, by contending that those cases involved family members whose personal relationships had irretrievably broken down. The Defendant posited that because the parties herein are corporate entities who never shared any familial or close personal relationship, there can be no "broken relationship" to justify terminating the co-proprietorship.

This Court finds this argument to be completely untenable and a fundamental misapprehension of land law. Section 145 of the NLC does not distinguish between individual family members and S/N v7KbmpCxekCrhSZj2udOQ commercial corporate entities; it applies uniformly to all co-proprietors of alienated land. A deadlock in co-proprietorship is not strictly defined by emotional animosity or familial estrangement. In a commercial context, a "deadlock" or "breakdown" occurs when separate corporate entities, pursuing divergent economic objectives, are unable to reach consensus on the administration, use, or disposal of the land. The fact that the parties are "complete strangers" with no prior co-working relationship does not insulate the co-proprietorship from termination; rather, it underscores the impossibility of future cooperation. Consequently, the commercial paralysis between the Plaintiff and the Defendant fully satisfies the legal threshold for termination.

The Defendant's resistance to this application effectively amounts to a demand that the Properties remain in a perpetual standstill. The Defendant argued that this standstill causes them no prejudice.

However, equity and commercial common sense dictate otherwise. The Defendant holds a mere micro-stake of 42/4896 shares (approximately 0.858%), while the Plaintiff holds the overwhelming majority of 4854/4896 shares (approximately 99.142%). A perpetual S/N v7KbmpCxekCrhSZj2udOQ standstill may cause little prejudice to a 0.858% minority shareholder who has abandoned the property to years of neglect, but it imposes severe and disproportionate prejudice on the 99.142% majority owner, who is deprived of the economic utility of their substantial investment.

To dismiss the Plaintiff's application and maintain the status quo would effectively allow the Defendant to weaponise their microscopic share to hold the Plaintiff to ransom. The law of co-proprietorship was never intended to empower a minority owner to indefinitely paralyse the majority's proprietary rights unless their arbitrary, disproportionate demands are met. Valuation of the Properties 37. Having determined that an order for sale is the proper remedy, this Court now turns to the issue of the purchase price. The Plaintiff has adduced an independent expert valuation report prepared by Sr. Mah Beng Fong of Henry Butcher Malaysia (Kedah) Sdn Bhd, which values the Properties at RM161.50 per square foot.

The Defendant vigorously objected to this valuation, contending that it failed to account for the "potential future development" and the S/N v7KbmpCxekCrhSZj2udOQ "best use" of the land. However, the Defendant's objections amount to nothing more than bare denials and speculative hypotheses. Crucially, the Defendant failed to exhibit any alternative or counter-valuation report to substantiate their claim that the Properties command a higher market value.

This Court must assess the competing assertions regarding valuation through a strict evidentiary lens. It is a well-settled principle of expert evidence that where a party seeks to displace an evaluation prepared by a qualified professional, it cannot rely on mere rhetorical disagreement or adversarial scepticism. In accordance with the strict standard affirmed in Chen Heng Ping & Ors v. Intradagang Merchant Bankers (M) Bhd [1995] 3 CLJ 690, bare denials in an affidavit do not constitute evidence; they merely challenge the opposing party to prove the contrary. When a primary expert report is soundly reasoned and stands completely uncontradicted by any competing expert testimony or counter-valuation, a court of law cannot substitute its own speculative intuition for verified professional expertise. The Defendant chose to leave the Plaintiff's expert evidence entirely unrebutted on the record. Consequently, applying the settled rules of evidence and the authority of Chen Heng Ping, this Court is legally bound to accept S/N v7KbmpCxekCrhSZj2udOQ the valuation of RM161.50 per square foot as the only credible, objective measure of fair market value before it.

Furthermore, when an applicant adduces sworn evidence to support their application, the opposing party must provide answers on oath that constitute actual, substantive evidence. In this regard, this Court is bound by the strict evidentiary standard set by the Federal Court in Hong Leong Finance Bhd v. Low Thiam Hoe & Another Appeal [2015] 8 CLJ 1. As held by the apex court, a bare assertion or a bald denial in an affidavit carries absolutely no evidential value; consequently, there is nothing for the opposing party to reply to.

In the present case, the Defendant’s affidavits consist almost entirely of bare denials and speculative points of law. By failing to adduce any alternative valuation report, land surveyor's report, or concrete calculations to dispute the Plaintiff's evidence, the Defendant has failed to raise any triable issues or cast any credible doubt on the Plaintiff's case. Applying the binding principle in Hong Leong Finance, the Defendant’s bare denials carry zero evidential weight before this Court. S/N v7KbmpCxekCrhSZj2udOQ

In a final attempt to resist the sale, the Defendant complained that the Plaintiff's proposed buy-out mechanism was inherently "one-sided and unfair." The Defendant alleged that, while the Plaintiff sought to acquire the Defendant's share at a valuation of RM161.50 per square foot, the Plaintiff demanded a higher premium if the Defendant wished to purchase the Plaintiff's share.

This grievance is wholly immaterial to the Order being made today. The function of this Court under Section 145 is to ensure a just and equitable termination based on the true market value of the Properties. Whatever preliminary demands or hard-bargaining positions the parties may have adopted during failed settlement negotiations are of no consequence to this Court's final determination.

This Court has accepted the independent expert valuation by Henry Butcher Malaysia (Kedah) Sdn Bhd, which objectively assesses the Fair and Commercial Price of the Properties at RM161.50 per square foot. The Defendant’s 0.858% share (629.50 square feet) has a market value of RM101,664.25. The Defendant is receiving the exact, unvarnished market value for their share. There is no S/N v7KbmpCxekCrhSZj2udOQ oppression, no asymmetrical pricing, and no unfairness in compelling a sale at an independently verified, objective market rate.

To ensure absolute mathematical precision and fairness to the Defendant, this Court did not merely stop at accepting the baseline valuation of RM161.50 per square foot. During the oral hearing, this Court exercised its judicial discretion to specifically direct the Plaintiff's valuer to adduce a supplementary letter to the Court. The valuer was tasked with precisely calculating the monetary value of the Defendant's specific fractional portion using their accepted valuation formula. This directive was strictly complied with. Therefore, the final buyout sum ordered by this Court is not an arbitrary estimation, but a meticulously ascertained figure formally certified by an independent valuer under the direct scrutiny and instruction of this Court. Mode of Sale: Mutual Buy-Out vs. Public Auction 46. The Defendant submitted that if this Court is minded to order a sale, the proper course is to expose the Properties to the open market or public auction, arguing that a direct sale or "mutual buy-out" at the Plaintiff's valuation price is one-sided and prejudicial. In support, the Defendant relied on Order 31 rule 1 of the Rules of Court 2012 and S/N v7KbmpCxekCrhSZj2udOQ Ong Chin Hai (supra), which empowers the Court to order the sale of immovable property where it appears necessary or expedient.

While it is true that the Court has the discretion under Section 145 of the NLC, read together with Order 31 rule 1 of the Rules of Court 2012 and Paragraph 3 of the Schedule to the Courts of Judicature Act 1964, to order a public auction, the Court is not strictly bound to do so if the circumstances dictate that an alternative mechanism is more just, expedient, and commercially sensible.

In the present case, the Defendant holds a microscopic share of merely 0.858% in the Properties. To force the entire Properties into a public auction merely to satisfy the disposition of a 0.858% share would be highly disproportionate, unnecessarily protracted, and commercially impractical. Furthermore, the Plaintiff’s proposed mutual buy-out mechanism was not one-sided; it provided the Defendant an equal opportunity to purchase the Plaintiff's share if they so wished.

As this Court has already ruled that the Plaintiff's expert valuation of RM161.50 per square foot is the only credible and unchallenged valuation before this Court, there is no risk of the Defendant being S/N v7KbmpCxekCrhSZj2udOQ short-changed. The Defendant will be fairly compensated for their 0.858% share based on this objective market value. Therefore, it is held that a direct sale to the Plaintiff at the stated valuation price is the most equitable and expedient method to achieve the termination of this co-proprietorship. Allegations of Mala Fides and Abuse of Process 50. Finally, attention must be turned to the Defendant's strenuous allegations that the Plaintiff’s application is tainted with mala fides and constitutes an abuse of the court process. The Defendant theorised that the Plaintiff "manufactured" this deadlock with the ulterior motive of squeezing the Defendant out to secure a unilateral commercial windfall from a proposed hospital expansion.

This Court finds these allegations to be wholly unsubstantiated and legally irrelevant. The invocation of a legitimate statutory remedy expressly provided by Parliament—namely Section 145 of the NLC—to exit an unworkable co-proprietorship cannot, by definition, constitute an abuse of process.

Furthermore, this Court is not concerned with the underlying commercial motives or profitability of the Plaintiff's future S/N v7KbmpCxekCrhSZj2udOQ endeavours once the co-proprietorship is severed. As aptly stated in Mega Education Systems Sdn Bhd & Anor v Ozone Glass Design Sdn Bhd & Ors [2011] 6 MLJ 644, the Court does not sit to conduct a judicial review of business judgments or to guarantee the commercial expectations of parties. The fact that the Plaintiff may seek to commercially develop the land post-termination does not invalidate their right to terminate the co-proprietorship today. The Defendant is fully compensated for their share based on the objective market valuation of RM161.50 per square foot. There is no oppression, no unconstitutional deprivation, and absolutely no bad faith in the Plaintiff's exercise of its lawful proprietary right to sever ties.

Conclusively, the statutory architecture of Section 145 of the NLC was designed precisely as a progressive exit mechanism to liberate land from the paralysis of an irretrievable deadlock. To deny the application would be to allow the weaponisation of a microscopic share to subvert commercial logic, economic utility, and the legislature's clear intent. Having found that a physical partition constitutes a legal impossibility under the NLC and that a total S/N v7KbmpCxekCrhSZj2udOQ commercial impasse exists, the Plaintiff's application is allowed. This Court hereby orders as follows:

The co-proprietorship between the Plaintiff and the Defendant over the Properties held under GRN 99162 (Lot 676) and GRN 99163 (Lot 677), Town of Alor Setar, is hereby terminated pursuant to Section 145 of the NLC;

The Defendant’s 42/4896 undivided share (representing 0.858% interest) shall be transferred to the Plaintiff via a direct buy-out mechanism at the certified market valuation price of RM161.50 per square foot, amounting to a total final buyout sum of RM101,664.25;

Upon the payment of the said buyout sum by the Plaintiff into the Defendant's solicitors' account or into Court within thirty

days from the date of this Order, the Defendant shall within fourteen (14) days execute all necessary transfer documents (including Form 14A) to vest its undivided share in the Plaintiff, failing which the Registrar of the High Court is authorized to execute the same on behalf of the Defendant; and

Costs of this action shall be paid by the Defendant to the Plaintiff, subject to allocator. S/N v7KbmpCxekCrhSZj2udOQ Dated : 13th July, 2026 ------------------------------------------------------------------------------- YA DR. HJ JOHN LEE KIEN HOW @ MOHD JOHAN LEE JUDGE HIGH COURT OF MALAYA ALOR SETAR LIST OF AUTHORITIES Cases Chen Heng Ping & Ors v. Intradagang Merchant Bankers (M) Bhd [1995] 3 CLJ 690 Hong Leong Finance Bhd v. Low Thiam Hoe & Another Appeal [2015] 8 CLJ 1 Kumaradevan Rajadevan v Jeevamalar Kumarasubramaniam [2024] CLJU 887 Leong Wai Choong & Ors v Mah Guat Eng & Anor [2021] 2 MLJ 440 Mega Education Systems Sdn Bhd & Anor v Ozone Glass Design Sdn Bhd & Ors [2011] 6 MLJ 644 Ong Chin Hai & Anor v Ong Hoo See & Ors [2022] 5 MLJ 692; [2022] 7 CLJ 852 Tan Kok Chiang v Tan Yaw Ti & Anor [2009] 1 LNS 711; [2009] MLJU 606 Tan Ying Hong v Tan Sian San & Ors [2010] 1 MLRA 1; [2010] 2 MLJ 1 Ting Ling Kiew & Anor v Tang Eng Iron Works Co Ltd [1992] 2 MLJ 217 Yong Hin Seong & Anor v Yong Teik Seong [2003] 6 MLJ 38 (HC) Solicitor for the Plaintiff : Ronald Lee Chun Lung Messrs. Lee Law Chambers Advocates & Solicitors Solicitors for the Defendant : Wong Yi Wen & Low Siew Chen Messrs Wong & Low Law Chambers Advocates & Solicitors S/N v7KbmpCxekCrhSZj2udOQ Statutes Courts of Judicature Act 1964, Section 25(2) & Paragraph 3 of the