1. ) GAVIN JAYAPAL (Sebuah Milikan Tunggal Yang Dimiliki Oleh Gavin Jay Anand a/l Jayapal) 2. ) NAOMI ANNE NIRMALA A/P DOMNIC SELVAM v 1. ) SERI MUTIARA DEVELOPMENT SDN BHD 2. ) MALAYSIAN TRUSTEES BHD

ba-28pw-101-05-2024 High Court (Mahkamah Tinggi) 14 July 2025 • BA-28PW-101-05/2024

Catchwords

Declaratory reliefs-debenture is void-liquidator ought to treat the applicant as a purchase under the scheme of arrangement under section 366 of the Companies Act 2016-settlement agreement and SPA form a valid and binding contract-consideration was provided in the form of legal service-2nd applicant is entitled to enforce the SPA-2nd applicant is the legal/beneficial owner of the unit by virtue of the SPA-debenture executed in favour of MTB is subordinate to their prior contractual right and should not override the SPA-equity supports their position-failing to recognise the 2nd applicant’s rights would result in unjust enrichment of the MTB and/or the Receivers-equity looks to substance over form and will enforce contracts where consideration is provided even if the formalities of registration are not observed-MTB argues that the 2nd applicant is a mere nominee and not a purchaser-no consideration-even if its is genuine, it is not registrable under the National Land Code-does not give rise to any equitable interest against third parties-debenture was executed and registered under section 352 CA 2016-thereby takes priority over any unregistered or equitable claims-applicant did not file any caveat over the land-Applicant’s rights are subordinate to those of a secured creditor acting in good faith-SPA is not supported by substantiated professional bills-the Contra Agreement is not properly executed, not signed and sealed-SPA is void for failure of consideration-Applicant has no beneficial interest over the property as there in no consideration-the claim is not supported by clear, contemporaneous and consistent documentation-the bills are questionable-the SPA and Settlement Agreement do not satisfy Section 64 and 66 of the CA 2016-documents are of no legal effect-2nd applicant cannot rely on equity to create and interest-the applicants’ unregistered and imperfect claim ranks subordinate-MTB’s registered debenture clearly prevails-no caveat was lodged-no steps to perfect the title-the 2nd applicant remained a mere nominee-the Liquidator and Receivers acted correctly in treating Unit 46-07 as part of the charged asset and excluding the Applicants from the scheme’s list of purchasers. Applicants ‘claim is devoid of legal or equitable merit-the debenture in favour of MTB is valid and takes priority.

Practice Areas

Company Law Land Law Equity & Trusts Restitution

Judges (1)

Raja Rozela binti Raja Toran Delivered

Parties (4)

SERI MUTIARA DEVELOPMENT Sdn Bhd Respondent Gavin Jayapal (sebuah Milikan Tunggal Yang Dimiliki Oleh Gavin Jay Anand a/l Jayapal) Applicant Malaysian Trustees Bhd Respondent Naomi Anne Nirmala a/p Domnic Selvam Applicant

Judgment

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Source: eJudgment (ba-28pw-101-05-2024)