Based on the statement of claim, circa April 2020, Entomo Malaysia had submitted a proposal for a mobile application based solution to the ongoing Covid-19 crisis, using its software KPISOFT Software to develop a mobile application known as ‘MySejahtera’. ― Malay Mail photo
KUALA LUMPUR (March 31): The High Court here today fixed April 15 to deliver its decision on P2 Asset Management Sdn Bhd’s application to amend its statement of claim in its suit against Entomo Malaysia Sdn Bhd, Revolusi Asia Sdn Bhd and MYSJ Sdn Bhd pertaining to a dispute over the share sale agreement.
Entomo Malaysia is a company that used its software, KPISOFT Software, to develop the mobile application “MySejahtera” on a corporate social responsibility basis.
Judge Datuk Ahmad Fairuz Zainol Abidin set the date after hearing submissions from lawyer Nagarajah Muttiah, representing P2 Asset Management as the plaintiff and lawyer Ashok Kandiah representing Entomo Malaysia (formerly known as KPISOFT Malaysia Sdn Bhd) and Revolusi Asia as the first and second defendants.
Also participating in the online proceedings was lawyer Razlan Hadri Zulkifli, acting on behalf of MYSJ, named as the third defendant in the suit filed on November 2021.
Justice Ahmad Fairuz also set the same date (April 15) to deliver a decision on the applications by all of the defendants to strike out P2 Asset Management’s application to amend the statement of claim.
Based on the statement of claim, circa April 2020, Entomo Malaysia had submitted a proposal for a mobile application based solution to the ongoing Covid-19 crisis, using its software KPISOFT Software to develop a mobile application known as “MySejahtera”.
The plaintiff said due to the success of the application, Entomo Malaysia no longer wants to offer the software and application on a CSR basis, and instead, it was determined to make business profits through the software and application.
P2 Asset Management claims that on September 20, 2020, Revolusi Asia entered into an agreement with Entomo Malaysia, under which Revolusi Asia will hold all shares in MYSJ as the nominee of Entomo Malaysia, which was not notified to the plaintiff at the time of the execution of the agreement.
The plaintiff said on October 6, 2020, MYSJ entered into an agreement with Entomo Malaysia, which among others stated that Entomo Malaysia is to transfer the intellectual property of the application to MYSJ, would grant MYSJ the license for the software and for MYSJ to pay Entomo Malaysia sums totalling RM 338.6 million, being the aggregate fees for the transfer of intellectual property of the app and the licensing fees for the software.
According to the plaintiff, circa November to December 2020, Entomo Malaysia had submitted a proposal and had written letters to the government, pleading the government to agree to a commercial model for the continued use of the app, by way of either a Public-Private partnership, or a service contract between the government and MYSJ.
The plaintiff added that at that material time, the government did not respond to the proposal and MYSJ would generate no income at all in the event that the government disagreed with the proposal.
“On December 31, 2020, Revolusi Asia entered into a share sale agreement (SSA) with the plaintiff where Revolusi would sell MYSJ shares to the plaintiff based on the terms of the agreement, among which the plaintiff has represented to Revolusi that it will facilitate to obtain a letter of award from the Government to MYSJ in respect of the Public-Private Partnership or the service contract commercial model for the continued use of the application.”
“Revolusi Asia will also transfer an additional 3,579,237 units of MYSJ ordinary shares, representing a 10 per cent equity interest in MYSJ in favour of the plaintiff provided the plaintiff is not in material breach of any of the terms and conditions.
“In the event that the LOA (Letter of Award) by the Government of Malaysia is awarded and received by MYSJ within sixty (60) days from the date of this agreement or within the extended period, the defendant shall within seven days from the date of receipt of the LOA transfer 3,569,139 MYSJ ordinary shares, representing ten per cent equity interest in MYSJ to the plaintiff to be held in trust for or to be transferred to a nominee to be identified by the plaintiff,” the statement of claim read.
However, the plaintiff claimed that Entomo Malaysia and Revolusi Asia had wrongfully and with intent to injure the plaintiff by unlawful means, conspired and combined together to cause Revolusi’s breach of the SSA to the plaintiff’s detriment.
As such, the plaintiff, among others, is seeking a declaration that Entomo Malaysia and Revolusi Asia have committed a breach of contract, in particular the SSA against the plaintiff, a declaration that the SSA is valid, subsisting, binding and in full force besides seeking that Entomo Malaysia and/or Revolusi immediately take steps to transfer the 10 per cent of the shares to the plaintiff.
According to the plaintiff, Entomo Malaysia and/or Revolusi are jointly and/or severally liable to pay to the plaintiff a global sum of RM5 million as special, aggravated and/or exemplary damages, general damages to be assessed, interest, costs and other relief deemed fit by the court. – Bernama
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