Yeoh Thiam Soon v Yeoh Thiam Leong (BA-22NCC-203-10/2024)

This action arises from a dispute between two brothers, Yeoh Thiam Soon (Plaintiff) and Yeoh Thiam Leong (Defendant), over the interpretation, enforcement and alleged variation of a Consent Order recorded on 25 October 2021 in Kuala Lumpur High Court Civil Suit No. WA-22NCC-242-06/2018 ("Suit 242") ("the Consent Order"). The Consent Order was the conclusion of a long-running commercial dispute between the brothers relating to a share sale agreement and the affairs of three companies.

The full trial was conducted on 5 and 6 February 2026 and a total of three witnesses gave evidence, the Plaintiff himself (PW1), one Tan Wei Sheng (PW2), called as the Plaintiff's assumed expert witness and the Defendant himself (DW1).

Having carefully considered the pleadings, the oral and documentary evidence adduced at trial and the written submissions of learned counsel for both parties, I write the following judgment.

In Suit 242, the Defendant instituted legal proceedings against the Plaintiff arising out of a share sale agreement entered into between the parties in 2017. Pursuant to the said agreement, the Plaintiff undertook to purchase the Defendant’s shareholding in three companies, namely SL Land Sdn Bhd, Phoenix Oasis Sdn Bhd, and SL Land Property Management Sdn Bhd, for the total consideration of RM6 million. The Plaintiff, however, failed to honour and perform the terms of the agreement, thereby giving rise to the present dispute and the Defendant’s claim in Suit 242.

On 25 October 2021, before the Defendant had the opportunity to testify in Suit 242, the parties had entered into the Consent Order. The Plaintiff was represented by M/s Richard Tee & Chin and the Defendant by M/s H.M. Lee in which both parties and their respective solicitors signed the Consent Order. The salient terms of the Consent Order, as relevant to this action are as follows:

Clause 1: The Plaintiff to pay the Defendant the sum of RM500,000.00 within one (1) month.

Clause 2: The Plaintiff to transfer the Cheras Property in Venture Height free from all encumbrances to the Defendant with a guaranteed value of RM1,300,000.00 within six (6) months.

Clause 9: The Defendant to transfer his shareholding in: I. SL Land Sdn Bhd; II. Phoenix Oasis Sdn Bhd, free from liabilities; and III. SL Land Property Management Sdn Bhd, to the Plaintiff and/or nominee.

Clause 10: The transfer of shares under Clause 9(b) and

shall be upon receipt of the sum of RM500,000.00.

Clause 12: Both parties shall have no further claims against each other in relation to the affairs in SL Land Sdn Bhd, Phoenix Oasis Sdn Bhd and SL Land Property Management Sdn Bhd.

Clause 15: Both parties shall have liberty to apply.

On or about 23 November 2021, the Plaintiff paid the sum of RM500,000.00 to the Defendant in compliance with Clause 1 of the Consent Order and this fact is undisputed.

However, from the date of the Consent Order until the commencement of this action, the Plaintiff failed and/or neglected to transfer the Cheras Property in Venture Height to the Defendant as required under Clause 2 despite repeated demands and reminders from the Defendant's solicitors dated 26 October 2021, 19 November 2021, 24 November 2021, `10 January 2022, 12 July 2022, 9 January 2024, 23 April 2024, and 7 June 2024. The Defendant had correspondingly requested the Plaintiff to provide, inter alia, the title to the land, the Sale and Purchase Agreement, the building and floor plan, confirmation that the property is freehold and free from encumbrance, the Form 14A transfer and the keys to enable a valuation to be conducted.

Subsequent to the Plaintiff's failure to comply with Clause 2 and the consequent difficulty in proceeding with Clause 9 simultaneously, the Defendant likewise did not effect the transfer of the said shares. Henceforth, this action was commenced by the Plaintiff in October 2024.

In this fresh suit, the Plaintiff now seeks, among others:

a declaration that Phoenix Oasis must be free from liabilities before the transfer of shares;

an order compelling the Defendant to personally settle all debts of Phoenix Oasis allegedly owed to the Plaintiff and other parties;

an order for the Defendant to submit audited accounts of Phoenix Oasis within seven days, and that any review by the Plaintiff's auditor shall be final and binding;

an order for the transfer of shares in Phoenix Oasis and

alternatively, an amendment of Clause 9(b) of the Consent Order to include words requiring the Defendant to settle all debts of Phoenix Oasis.

The Defendant denies the Plaintiff’s claim in its entirety and by way of counterclaim, the Defendant seeks, inter alia, a declaration that the Plaintiff is in breach of Clause 2 of the Consent Order, alongside an order for specific performance thereof. Additionally, the Defendant claims special damages for loss of opportunity and loss of rental, as well as exemplary and aggravated damages.

The following are the principal issues for the courts determination:

Whether the Plaintiff is entitled to bring a fresh action in this Court to enforce and/or vary the terms of the Consent Order or whether such action constitutes an abuse of the court's process;

(ii) Whether the reliefs sought by the Plaintiff amount to a unilateral variation of the Consent Order beyond the jurisdiction of this Court;

(iii) Whether Clause 12 of the Consent Order operates as an estoppel preventing the Plaintiff from bringing this action;

(iv) Whether the phrase 'free from liabilities' in Clause 9(b) refers to the shareholding only or to Phoenix Oasis as a company;

Whether the Plaintiff's obligation under Clause 2 and the Defendant's obligation under Clause 9(b) and (c) are interdependent; and

(vi) Whether the Defendant's counterclaim is likely to succeed. ISSUE (I): JURISDICTION PROPRIETY OF FRESH ACTION

The Defendant argues that this fresh action is misconceived because the Consent Order contains a 'liberty to apply' clause under Clause 15 and therefore any enforcement or consequential orders ought to be sought in Suit 242 and not by way of a fresh writ. He further contends that there is no ascertainable cause of action in this suit, as the underlying dispute was fully resolved by the Consent Order.

I accept the Plaintiff's submission that the commencement of a fresh action to enforce a consent order is, as a matter of law, permissible. The Court of Appeal's decision in Gai Hin Refrigeration Sdn Bhd v Kamanis Holdings Sdn Bhd [2005] 1 AMR 157 and the High Court decisions in Hun Tee Siang & Ors v Mega Palm Sdn Bhd & Anor [2021] MLJU 2788 and Uraco Manufacturing (M) Sdn Bhd v Ban Lian Hardware Sdn Bhd & Anor [2003] MLJU 452, collectively establishes, that a consent order, being in effect an agreement between the parties, may be enforced by way of a fresh action, since the consent order supersedes the original cause of action and itself becomes the agreement upon which the obligations of the parties are based.

I am further guided by the High Court in OME Resources Sdn Bhd v Bonanza Aycel Mining Sdn Bhd [2021] MLJU 2817, where it was held that where there is a genuine dispute on the interpretation of a consent judgment involving issues not reflected in its terms, it would be more proper for a party to seek determination by commencing a separate action.

Accordingly, I find that this Court has jurisdiction to hear this action insofar as it concerns the interpretation and enforcement of the Consent Order. The Defendant's preliminary objection on jurisdiction is therefore dismissed.

However, the mere fact that a fresh action to enforce a consent order is permissible, it does not mean that the particular reliefs sought by the Plaintiff in this suit are maintainable. The inquiry must turn to whether each specific relief claimed falls within the scope of legitimate enforcement or whether it amounts, in substance to an impermissible unilateral variation of the Consent Order. ISSUE (II): THE RELIEFS SOUGHT AMOUNT TO UNILATERAL

It is well established that a consent order is akin to a contract and must be given its full contractual effect. It remains valid, effective and binding on all parties unless it is set aside for some vitiating reason: Kamil Azman Abdul Razak & Ors v Amanah Raya Bhd & Ors [2019] 6 CLJ 419 (FC); Khew Keat Seen & Ors v Khew Kok Seng & Anor [2024] 7 CLJ 146; Lee Heng Moy & Ors v Pacific Trustees Bhd & Ors [2016] 6 CLJ 368.

The Plaintiff has at no time sought to set aside the Consent Order on any of the vitiating grounds recognised in Badiaddin Mohd Mahidin & Anor v Arab Malaysian Finance Bhd [1998] 2 CLJ 75 (FC), namely fraud, mistake, total failure of consideration, misrepresentation, coercion or undue influence. Indeed, the Plaintiff himself repeatedly pleaded in his Statement of Claim that the terms of the Consent Order are clear. PW1 also confirmed under cross-examination that all parties were represented by solicitors at the time and that he had agreed to and signed the Consent Order.

I have carefully examined the specific reliefs sought by the Plaintiff in paragraphs 13.1 to 13.12 of the Statement of Claim. The reliefs can be broadly characterised as follows:

Paragraphs 13.1 and 13.5: That the Defendant be ordered to personally settle all debts of Phoenix Oasis owed to the Plaintiff and other parties;

Paragraphs 13.3 and 13.4: That the Defendant be ordered to submit audited accounts of Phoenix Oasis within seven days and that any review by the Plaintiff's auditor shall be final and binding; and

Paragraph 13.6: Alternatively, that Clause 9(b) of the Consent Order be amended to include a requirement that the Defendant settle all debts of Phoenix Oasis.

None of the above reliefs sought by the Plaintiff appears in the Consent Order. In my view, the reliefs sought are not an enforcement of the Consent Order but they are material additions to its terms. A court has no power to improve upon, introduce or re-write the terms of a consent order that is still valid and subsisting: Catajaya Sdn Bhd v Shoppoint Sdn Bhd & Ors [2021]

Particular significance must be attached to the Plaintiff’s alternative prayer in paragraph 13.6, which seeks to amend Clause 9(b) by inserting the phrase “di mana Plaintif perlu menjelaskan kesemua hutang yang dihutangkan oleh Phoenix Oasis Sdn Bhd”. In my judgment, this alternative prayer constitutes a tacit admission by the Plaintiff, as rightly submitted by the Defendant, that the phrase 'free from liabilities' in its current form within the Consent Order does not bear the construction the Plaintiff now attempts to ascribe to it. Plainly, if the existing text already carried the meaning asserted by the Plaintiff, the application to amend the clause would be entirely redundant. I am therefore minded to accept the Defendant's submission on this point.

In any event, as held in Khew Keat Seen & Ors v Khew Kok Seng & Anor (supra), parties to a consent order are estopped from varying its terms. This Court, being functus officio in respect of the Consent Order recorded in Suit 242, does not have the requisite jurisdiction to grant any of the additional reliefs sought by the Plaintiff in paragraphs 13.1, 13.3, 13.4, 13.5 and 13.6. If granted, such reliefs would be a nullity.

The relief that is properly maintainable in this action is limited to compelling the performance of obligations that are already expressly provided for in the Consent Order. Paragraph 13.2 of the Statement of Claim, seeking an order for the transfer of shares under Clause 9, falls within that category and I shall address it below in the context of the remaining issues.

Clause 12 of the Consent Order provides that both parties shall have no further claims against each other in relation to the affairs in SL Land Sdn Bhd, Phoenix Oasis Sdn Bhd and SL Land Property Management Sdn Bhd.

The Plaintiff admitted, twice, during cross-examination that this clause was a full and complete settlement of all outstanding disputes between the parties in relation to the three companies. When asked whether Clause 12 had put an end to all ongoing disputes between both parties, PW1 answered, “That's the purpose of the Consent Order”. He later confirmed unequivocally that he is 'bound by this clause'. The Plaintiff argues that Clause 12 does not operate as an estoppel because this action is brought to enforce the Consent Order itself and not to revive any prior claim. I cannot accept this submission.

A careful reading of the Statement of Claim reveals that the core of what the Plaintiff seeks particularly that the Defendant be compelled to settle the debts of Phoenix Oasis alleged to be owed to the Plaintiff is precisely a claim arising from the parties affairs in Phoenix Oasis. The Consent Order was intended to bring finality to all such inter-party disputes relating to the three companies. Clause 12 operates as a mutual release and to now claim that the Defendant must personally satisfy the debts of Phoenix Oasis to the Plaintiff is to revive claims that Clause 12 expressly extinguishes.

Furthermore, a valid and subsisting consent order operates as an estoppel disallowing the parties from departing from its terms. Lee Heng Moy & Ors v Pacific Trustees Bhd & Ors (supra); Khew Keat Seen & Ors v Khew Kok Seng & Anor (supra). The Plaintiff's commencement of this suit, seeking reliefs that are in direct contradiction to the finality mandated by Clause 12, in my view, constitutes a breach of the Consent Order and cannot be acknowledged by this Court.

DW1's evidence on this point was compelling and critically, was not effectively challenged. He testified that it would be wholly commercially illogical for him to have entered into the Consent Order, compromising his original claim of RM6 million to a total consideration of RM1.8 million (in cash and in kind) only to find himself still obligated to pay the Plaintiff millions of ringgit in respect of Phoenix Oasis's affairs. No credible answer was provided by PW1 to displace this commercial logic. I accept DW1's evidence in this regard. ISSUE (IV): THE MEANING OF 'FREE FROM LIABILITIES' IN CLAUSE 9(b)

The principal interpretive dispute in this action concerns the phrase 'free from liabilities' in Clause 9(b). The Plaintiff contends it means that Phoenix Oasis as a company must be free from all its liabilities, including debts allegedly owed by Phoenix Oasis to the Plaintiff, before the shares can be transferred. The Defendant contends it means only that the shares themselves as a species of property must not be encumbered at the time of transfer.

The applicable principles of contractual construction are settled. A consent order must be given its full contractual effect and interpreted objectively, based on the language used, without the court improving upon, adding to, or varying the terms agreed by the parties: Kamil Azman Abdul Razak & Ors v Amanah Raya Bhd & Ors (supra); Catajaya Sdn Bhd v Shoppoint Sdn Bhd & Ors (supra); Setapak Heights Development Sdn Bhd v Tekno Kota Sdn Bhd [2006] 2 CLJ 337. Where parties were represented by solicitors at the time the consent order was executed and if a particular meaning was intended, the expectation is that such words would have been clearly inserted.

Applying those principles, I find in favour of the Defendant for the following reasons. Firstly, the grammatical structure of Clause 9 is instructive. The clause reads: “Yeoh Thiam Leong shall transfer his shareholding in ... (b) Phoenix Oasis Sdn Bhd, free from liabilities ... to Yeoh Thiam Soon and/or nominee.” Reading the clause in its natural and ordinary sense, the phrase 'free from liabilities' is a qualifier that attaches to the word 'shareholding'. The obligation is to transfer a shareholding specifically, a shareholding that is free from liabilities, meaning the shares themselves are not encumbered by any pledge, mortgage, charge or lien. It does not say and cannot reasonably be read to say, that Phoenix Oasis the company must be free from all its corporate liabilities.

Secondly, and of great significance, the Plaintiff himself acknowledged in cross-examination that if the shares are free from liabilities, that does not necessarily mean that Phoenix Oasis as a company will be free from liabilities. DW1 agreed with this proposition as well. The concession by both parties that these are wholly distinct concepts fundamentally undermines the Plaintiff's case. A shareholding can be unencumbered, namely free from any pledge, charge or lien attached to the shares, while the company itself carries debts on its balance sheet. These are entirely two different things and the Consent Order speaks only to the former.

Thirdly, the Court observes that the Plaintiff did not insert the phrase “free from liabilities” after the names of the other two companies, namely SL Land Sdn Bhd and SL Land Property Management Sdn Bhd, notwithstanding that the Defendant equally held shares in those companies which were also to be transferred. The Plaintiff’s own evidence was that this omission was deliberate, as those companies were under his control.

Accepting for the moment the Plaintiff’s contention that his concern was directed towards possible encumbrances attaching to the shares, particularly the risk, as explained by DW1, that the Defendant might have pledged the shares as security for a loan such a concern would logically arise only in respect of shares in companies not under the Plaintiff’s control. It would not necessarily extend to requiring the company’s overall financial position to be cleared.

I accepts DW1’s explanation that the phrase “free from liabilities” was requested by the Plaintiff specifically out of concern that the Defendant might have pledged the shares in Phoenix Oasis, a company then under the Defendant’s control, without the Plaintiff’s knowledge. This explanation is commercially coherent, consistent with the evidence and withstands scrutiny.

Fourthly, the contemporaneous letter from the Defendant's then-solicitors, M/s H.M. Lee, dated 26 October 2021 issued the very day after the Consent Order was recorded explicitly states that the term 'free from liabilities' was inserted in relation to the shares in Phoenix Oasis Sdn Bhd to be transferred to your client on your request of your client as he says “that he is not in control of Phoenix Oasis and therefore would not know if there were any liabilities created by our client.” The same letter also states explicitly that the term 'free from liabilities' would not include the debt owed to the Plaintiff by Phoenix Oasis as a result of the reclassification of advances from the directors. This is a highly probative concurrent document that supports the Defendant's interpretation.

Fifthly, while the Plaintiff argues that the language of this letter itself refers to liabilities of Phoenix Oasis as a company, I note that the letter expressly carves out the reclassification debt confirming that the parties did not intend 'free from liabilities' to encompass all corporate debts of Phoenix Oasis. The letter, properly read in its entirety is consistent with and corroborative of the Defendant's position.

Finally, on the question of expert evidence, I concur with the Defendant's submission that PW2's testimony ought to be accorded little if any weight. 'Free from liabilities' is a generic term and not a term of art in accountancy, as PW2 himself ultimately conceded under cross-examination. Accordingly, expert evidence was not required or appropriate to interpret this phrase: Sri Paandi Restaurant Sdn Bhd & Anor v Saraswathy a/p Kesavan & Ors [2017] 1 LNS 610; Subramaniam Pillay v Sundarammal [1968] 2 MLJ 115 (FC). Furthermore, PW2 admitted that he was never shown the Consent Order, had no knowledge of the dispute between the parties, was a first-time court witness and had failed to attach the very article upon which he relied in his expert report. The Court also took notice of PW2's unfamiliarity with his own report during the course of his testimony at trial. In all the circumstances, I disregard PW2's evidence in its entirety.

For all the foregoing reasons, I hold that the phrase 'free from liabilities' in Clause 9(b) of the Consent Order refers only to the shares in Phoenix Oasis being unencumbered at the time of transfer and does not impose any obligation on the Defendant to settle all debts and liabilities of Phoenix Oasis as a company. ISSUE (V): THE RELATIONSHIP BETWEEN CLAUSE 2 AND CLAUSE 9 (b) and (c)

The next question is whether the Defendant's obligation to transfer the shares under Clause 9 is conditional upon or dependent on the Plaintiff first fulfilling his obligation to transfer the Cheras Property under Clause 2 or whether the two obligations are independent of each other.

Clause 10 of the Consent Order provides that 'the transfer of Yeoh Thiam Leong's shareholding in Paragraph 9(b) and (c) shall be upon receipt of the sum of RM500,000.00.' The Defendant conceded under cross-examination that, reading Clause 10 in isolation, it does not expressly subject the share transfer to the transfer of the Cheras Property. He also conceded that the Consent Order does not contain any single clause to that express effect.

In my view, the Defendant’s position that the Consent Order must be construed as a whole and in its totality, consistent with the principle articulated in Kamil Azman Abdul Razak & Ors v Amanah Raya Bhd & Ors. Indeed, PW1 himself acknowledged that “the Consent Order is to be read as a whole.” Reading the Consent Order holistically, the Court finds that there is an implied understanding that the obligations of the parties were intended to be performed in a coordinated sequence. The payment obligation under Clause 1 was to be followed within a short period by the transfer of the Cheras Property under Clause 2, which was expressly given a six-month timeframe, with the share transfers under Clause 9 forming part of the same composite exchange.

Commercial common sense equally supports the interpretation that the parties intended their respective obligations to be substantially concurrent. It would be unjust and uncommercial to compel the Defendant to transfer shares of potentially significant value when the Plaintiff has wholly failed to deliver the Cheras Property, which constitutes the other half of the consideration. The Court therefore accepts the Defendant’s construction of the Consent Order as both legally sound and commercially rational.

More importantly, the fundamental factual finding is that the Plaintiff has completely failed to take any meaningful steps to comply with Clause 2 of the Consent Order for a period of almost five years. Despite having received RM500,000.00 and despite repeated demands and reminders from the Defendant's solicitors spanning almost three years, the Plaintiff has not provided a single document required to effect the transfer of the Cheras Property. No title document, no Sale and Purchase Agreement, no building or floor plan, no Form 14A and no keys to enable a valuation. The Plaintiff has offered no credible explanation for this sustained and total failure to perform.

In these circumstances, it would be wholly inequitable and contrary to principle to order the Defendant to perform his obligations under Clause 9 while the Plaintiff continues to refuse to perform his own clear and unambiguous obligations under Clause 2. As DW1 expressed in re-examination: 'How you feel to continue, just to comply on your side and on the other side he is not responding to you.' This sentiment reflects the commercial reality of the situation.

The Plaintiff submitted that he is entitled to withhold performance on his own obligations until the Defendant transfers the shares. This submission, in my opinion is circular in motion and must end. The Plaintiff's failure under Clause 2 predates and has persisted far longer than any dispute over the scope of the share transfer obligation. The Plaintiff cannot rely on his own breach to excuse his further non-performance.

On the Defendant's counterclaim, the Plaintiff has been in clear and prolonged breach of Clause 2 of the Consent Order. The six-month deadline for the transfer of the Cheras Property expired on or about 25 April 2022. The Plaintiff has failed to comply in the almost five years that have elapsed since that date.

On the question of specific performance, since a consent order is similar to a contract, this Court may order specific performance of its terms, particularly where the subject matter relates to immovable property: Section 11 of the Specific Relief Act 1950;

Dato' Dr Lee Soon Soo v Chew Ruenn Hing & Ors [2015] 1 LNS For the reasons aforesaid, I hereby order the Plaintiff to specifically perform Clause 2 of the Consent Order within 90 days from the date of this judgment by transferring the Cheras Property in Venture Height to the Defendant and/or his nominee, free from all encumbrances and by executing all documents necessary to effect registration of title.

In considering the credibility of the witnesses who testified at trial, I make the following observations. The Court is mindful that credibility encompasses not only the consistency of a witness’s testimony with contemporaneous documents and objective facts, but also the manner in which the witness presented evidence under cross-examination.

In evaluating the testimonial evidence, this Court finds PW1 to be a thoroughly evasive witness. During cross-examination, PW1 routinely exhibited an inordinate delay in responding to straightforward queries and matters which, by his own admission, he claimed to have previously traversed. His purported ignorance of documentation directly addressed to his own solicitors was profoundly untruthful. The Court observed that PW1's demeanor was characterized by a deliberate attempt to buy time rather than any bona fide inability to comprehend the questions posed. Consequently, I find merit in the Defendant’s submission and hold that PW1’s credibility on the core factual matrix in dispute is.

PW1 also sought to introduce, by way of his witness statement the allegation that the Consent Order was prepared in haste and that he was not afforded sufficient time to consider whether to settle. I disregard it entirely: HE-CON Sdn Bhd v Bulyah Ishak & Anor and Another Appeal [2020] 5 MLRA 98. A party who was legally represented at the time the Consent Order was concluded, who signed the Consent Order and who subsequently relied on its terms as being clear ('jelas') in his own pleadings, cannot be heard to say it was prepared in haste.

The Court finds that DW1 presented himself as a forthright and credible witness. His testimony was internally consistent, commercially coherent and withstands scrutiny. The Defendant’s explanation as to why he accepted what was described as a “compromise compensation”, namely settling a claim potentially worth RM10 million (being his 60% share of the Phoenix Oasis judgment against SL Land of RM6.9 million together with interest) for a total consideration of RM1.8 million in my opinion, was rational and persuasive. The Court accepts that the Defendant’s decision was motivated by a desire to achieve closure after some fifteen years of protracted dispute and this explanation was not shaken in cross-examination.

Furthermore, the Defendant’s evidence that he was at all times ready and willing to transfer the shares upon receipt of the necessary documentation from the Plaintiff was likewise credible. The Court notes that this evidence was not effectively contradicted and remains unchallenged in substance. Accordingly, DW1’s testimony is accepted as reliable and probative in establishing the Defendant’s bona fides and readiness to perform his obligations under the Consent Order.

On the issue of the Defendant's witness statement having been guided by his lawyers, I am satisfied that the parts of DW1's witness statement which expressly state 'I am advised by my solicitors and verily believe...' reflect legal submissions and propositions of law incorporated into the witness statement for ease of reference, as is common practice in Malaysian civil proceedings. The Defendant expressly identified his solicitors as the source of legal advice where legal effect or consequence was asserted and demonstrated in oral testimony that he independently understood the factual narrative. I do not consider that this renders the factual portions of DW1's testimony unreliable. The facts deposed to by DW1 are corroborated by the documentary evidence and by concessions obtained from PW1 in cross-examination. I give full weight to DW1's factual testimony.

Having carefully reviewed the entirety of the trial, including the testimony of witnesses and the submissions advanced by both parties, I make the following orders: I. The Plaintiff’s claim is dismissed with cost; II. The Defendant’s counterclaim is allowed in part prayer 31(1), (2) and (4) and as follows: a) An order for specific performance is made requiring the Plaintiff to take all necessary steps to transfer the Cheras property in Venture Height to the Defendant in accordance with the terms of the Consent Order within 90 days of this judgment, including executing any documents required to effect registration of title; and III. Damages to be assessed. Date: 29 June 2026 SGD SHOBA DORAI RAJAH JUDICAL COMMISSIONER SHAH ALAM HIGH COURT Solicitor for the Plaintiff: Lim Wei Han [MESSRS ENHO GRACE & PARTNERS (KUALA LUMPUR)] Solicitor for the Defendant: Shareen binti Abdul Manan with Mohamed Aslam Mohamed Mydin with Mohamed Sohail Mohamed Aslam [MESSRS PRESGRAVE & MATTHEWS (GEORGETOWN)]