Wai Choo v Platinum Integrated City Sdn. Bhd. (WA-22NCC-251-04/2025)

PLATINUM INTEGRATED CITY SDN BHD

LEE THAI YOUNG MATAHARI

BINTANG LEE THAI HSIN (K/P: 950610-14-6111) …DEFENDAN-DEFENDAN

This Court entered summary judgment on the Plaintiff’s claim against the 1st Defendant for breach of a put option agreement and against the 2nd and 3rd Defendant on a joint and several guarantee. The amount claimed is the difference between the agreed put option price of the put option shares, and the weighted average price of the same within 7 days of the exercise of the put option. Background facts

The Plaintiff had entered into 2 agreements dated 28-08-2023 with the 1st Defendant (collectively, “Agreements”), namely: a) A call option agreement, by which the Plaintiff granted a call option (i.e. the right to require the Plaintiff to sell) to the 1st Defendant) over 4,150,000 ordinary shares in Country Heights Holdings Berhad (“Call Option Shares”) at the agreed price of RM0.40 (“Call Option”), within the option period of 12 months from the date of the agreement; and b) A put option agreement, by which the 1st Defendant granted a put option (i.e. the right to require the 1st Defendant to buy from the Plaintiff) over 4,150,000 ordinary shares in Country Heights Holdings Berhad (“Put Option Shares”) at the agreed price of RM0.40 (“Put Option”), within the option period of 1 month commencing 12 months from the date of the agreement.

On the same date, the 2nd and 3rd Defendants, as directors of the 1st Defendant, had given a Directors’ Irrevocable Undertaking to jointly and severally guarantee the due performance of the 1st Defendant under the Agreements.

On 29-8-2024, the Plaintiff exercised the Put Option; however, the 1st Defendant failed to comply. On 25-10-2024, solicitors for the Plaintiff issued a demand for RM621,670.00 being the difference between the agreed price of the Put Option Shares, and the 5 market day weighted average price of the same between 30-8-2024 and 5-9-2024, which was RM0.2502 per share.

The demand was made pursuant to the default clause in Clause 2.4 of the Put Option agreement that reads as follows:

The Plaintiff had given Ng Wai Yuan a broad Power of Attorney dated 16-01-2025 (“PA”) to manage her assets and businesses. Ng Wai Yuan filed this action pursuant to the PA to enforce the Plaintiff’s rights under the Put Option agreement.

In opposing summary judgment, the Defendants contended that: a) The Agreements were a cover for the illegal money lending activities of one Kok Chee Hong, referring to numerous similar agreements in 2022 between the 1st Defendant and Ng Wai Yuan, and one with the Plaintiff; b) Liabilities under the Agreements had been superseded by 2 Settlement Agreements dated 28-8-2023 (“Settlement Agreements”) that called for the transfer of numerous pieces of the Defendant’s land to the Plaintiff to be sold, with the proceeds to set off obligations under the Agreements; c) The Plaintiff had breached a negative pledge in the Agreements by dealing with the Call/Put Option Shares that entitled the 1st Defendant to impose a RM0.30 penalty per Call/Put Option Share; d) The 1st Defendant has reason to believe that the Plaintiff used the Agreements for purposes of money laundering; and e) The Defendants had loaned monies to assist the Plaintiff to purchase the Call/Put Option Shares and reserved its right to recover the same. Analysis and findings

As a starting point, the doctrine of freedom of contract dictates that the parties are free to enter into contracts like the Agreements, and are bound by the terms thereof unless the contracts are, for any reason, vitiated. After reviewing the pleadings and affidavits and considering the submissions of the parties, this Court found no triable issues for the following reasons:

It was not the Defendant’s pleaded case that the Agreements are void for illegality. Even if this Court were to entertain the suggestion of illegality, no particulars were set out to explain how the Agreements allegedly operated as money-lending agreements by Kok Chee Hong or are being used for money laundering. This Court also failed to see the relevance of the averment that the Defendants had loaned monies to assist the Plaintiff to purchase the Call/Put Option Shares. It is not for this Court to speculate on the existence of any such scheme and how it works.

The Settlement Agreements exhibited by the 1st Defendant clearly only concerned the settlement of put and call option agreements between the 1st Defendant and Ng Wai Yuan dated 30-5-2022, 1-7-2022 and 22-11-2022, and put and call option agreements dated 12-12-2022 between the 1st Defendant and both Ng Wai Yuan and the Plaintiff. The Settlement Agreements were not shown to be directed at resolving any disputes arising from the Agreements as alleged and have no apparent connection to the subject matter of the Agreements.

The 1st Defendant alleged that the Plaintiff had violated the “negative pledge” clause, apparently a reference to clause 4.1 of the Put Option agreement that says the Plaintiff shall not: “transfer, dispose of or sell (or agree to transfer, dispose of or sell), or cause to be transferred, disposed of or sold, any of the Put Option Shares or any part thereof or any interest therein to any third party or in the open market whatsoever.”

The alleged breach was not particularized as there were no details of any specific transaction or evidence of the Plaintiff’s sale or transfer of the Put Option Shares. This Court further noted that the 1st Defendant had referred to a penalty that did not appear in the Put Option agreement which only had a clause 6.3 that states that the 1st Defendant shall be entitled to: “impose and/or claim from the [Plaintiff] a total of RM0.15 (Ringgit Malaysia Fifteen Cent Only) per share computed against the entire Put Option Shares held regardless of the nature of the unremedied breach (as per Clause 6.1(a) and 6.2 above) being the agreed liquidated damages for such breach.”

Further, this Court noted that there is no counterclaim pleaded against the Plaintiff for the alleged breach of the Agreements by the 1st Defendant.

It is trite that in considering a summary judgment application, this Court has a duty to reject assertions, denials or disputes that are equivocal, lacking in precision or inconsistent with undisputed contemporary documents (Bank Negara Malaysia V. Mohd Ismail Ali Johor & Ors [1992] 1 CLJ Rep 14). For the reasons set out above, this Court found no triable issues arose within the bounds of the pleaded case and therefore allowed the Plaintiff’s claim for summary judgment. Bertarikh : 11 December 2025 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR Peguam Untuk Plaintif: Edwin a/l Jerome E Lewis dan Shauneth Fernandez bersamanya Tetuan Edwin Lewis Untuk Defendan: Adrian a/l Silvarajoo dan Nur Amalina Binti Mohamad Rosli bersamanya