PERSPEKTIF MASA Sdn Bhd

On the court record

A company litigating a called-upon bank guarantee restructured into a term loan, winding-up and liquidator-substitution questions, and disputes over standing, nominee contracts and the late delivery of property.

Perspektif Masa Sdn Bhd appears in the corpus in commercial and property litigation touching bank guarantees and their restructuring, the winding up of a company, and disputes over standing and the late delivery of property. It appears as plaintiff, respondent and defendant in the High Court.

One strand concerns bank guarantees and their conversion into a term loan. In a High Court action against a bank, the dispute arose from a payment made under bank guarantees and the subsequent restructuring of that sum into a term loan following the issuance of a Certificate of Practical Completion, the key questions including whether the plaintiff had disclosed a reasonable cause of action. This is the characteristic aftermath of a called-upon guarantee, where the party that has borne the payment disputes the basis on which the liability was recast.

The company's other appearances range across insolvency and procedure. In a winding-up matter the court considered an application to amend the petition to substitute the originally named proposed liquidator following the appointment of that liquidator as receiver and manager of the respondent company, and an order to dispense with the procedural requirements under rule 32 of the Companies (Winding-up) Rules 1972. In an interlocutory application the company sought to amend a writ and statement of claim to add further defendants, an application filed after its injunction application had been dismissed and a striking-out had been filed against it, raising whether the amendment was a bona fide attempt to cure the pleading. A further matter turned on locus standi and the rightful owner where a nominee or agent had contracted on behalf of a principal — the rule that an agent cannot sue or be sued on contracts entered on behalf of a principal — together with a deed of settlement, the late delivery of vacant possession, unjust enrichment and laches. The company's footprint is a study in how a guarantee, a company's insolvency and a property dispute generate overlapping questions of liability, standing and procedure.