MySejahtera: April 15 decision on P2 Asset Management's bid to amend statement of claim

KUALA LUMPUR: The High Court has fixed April 15 to deliver its decision on P2 Asset Management Sdn Bhd’s application to amend its statement of claim in a dispute over the share sale agreement involving the MySejahtera mobile app.

The ongoing suit by P2 Asset Management is against Entomo Malaysia Sdn Bhd, Revolusi Asia Sdn Bhd and MySJ Sdn Bhd.

Judge Datuk Ahmad Fairuz Zainol Abidin set the date on Thursday (March 31) 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 proceeding was lawyer Razlan Hadri Zulkifli, acting on behalf of MySJ, which was named the third defendant in the suit filed in November.

Justice Ahmad Fairuz also set the same date 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 pandemic using its KPISoft software to develop MySejahtera.

The plaintiff said due to the success of the application, Entomo Malaysia no longer wanted to offer the software and app on a CSR basis, and instead was determined to make a profit from both.

P2 Asset Management claimed that on Sept 20, 2020 Revolusi Asia entered into an agreement with Entomo Malaysia, under which Revolusi Asia would hold all shares in MySJ as the nominee of Entomo Malaysia, and this was not notified to the plaintiff at the time of the execution of the agreement.

The plaintiff said on Oct 6, 2020 MySJ entered into an agreement with Entomo Malaysia, which among others stated that Entomo Malaysia was to transfer the intellectual property of the application to MySJ; would grant MySJ the licence for the software; and for MySJ to pay Entomo Malaysia sums totalling RM338.6mil, 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 with it 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.

The statement of claim read: "On Dec 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 a letter of award from the government to MySJ in respect of the public-private partnership or the service contract commercial model for continued use of the application.

"Revolusi Asia will also transfer an additional 3,579,237 units of MySJ ordinary shares, representing a 10% 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 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 10% 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."

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 share sale agreement 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 share sale agreement, against the plaintif, a declaration that the agreement is valid, subsisting, binding and in full force; besides seeking that Entomo Malaysia and/or Revolusi immediately take steps to transfer the 10% of shares to the plaintiff.

According to the plaintiff, Entomo Malaysia and/or Revolusi are jointly and/or severally liable to pay to it a global sum of RM5mil as special, aggravated and/or exemplary damages, general damages to be assessed, interest, costs and other relief deemed fit by the court. – Bernama