ZULRAFQ CAPITAL Sdn Bhd

On the court record

A company litigating the discipline of late amendment under Order 20 rule 5 and the strict construction of a put-and-call option notice under Order 14A.

Zulrafq Capital Sdn Bhd appears in the corpus as a defendant in connected commercial proceedings brought by an investment counterparty, spanning the amendment of pleadings and the summary determination of a contractual option dispute.

Two matters concerned applications for leave to amend a defence and counterclaim under Order 20 rule 5 of the Rules of Court 2012. The court applied the Yamaha Motor three-limb test and the Hong Leong Finance principles for late amendments, examining whether the amendments were made bona fide, whether they would change the character of the suit into one of another and inconsistent character, whether any prejudice could be compensated by costs, and whether a cogent explanation had been given for a delay described as one of twenty-two months, made at an advanced stage when trial dates had been fixed. It also considered whether the application was a tactical manoeuvre to circumvent dismissed discovery applications and whether it introduced evidence rather than material facts, together with a preliminary objection under Order 41 rule 11 for failure to attach a certifying exhibit.

A further matter concerned a put and call option agreement and its exercise under Order 14A of the Rules of Court 2012. The court examined whether a ten-business-day notice requirement in the agreement was mandatory or directory, whether a put option was validly exercised where notice was served only three days before expiry, and whether non-compliance rendered the notice null and void so that the agreement terminated automatically. It considered whether the questions were suitable for summary determination without a full trial, and the interpretation of the word shall in the contractual provisions as a condition precedent to the exercise of the right.

These proceedings show a company litigating the discipline of late amendment and the strict construction of contractual notice requirements. Outcomes are stated only as recorded.