1. ) Ahmad Syafiq Bin Abd Lateb v 1. ) Eas Management Plt (BA-22NCC-97-07/2023)

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1 IN THE HIGH COURT OF MALAYA AT SHAH ALAM IN THE STATE OF SELANGOR DARUL EHSAN, MALAYSIA CIVIL SUIT NO: BA-22NCC-97-07/2023

Lampiran

Lampiran 3 of the Statement of Claim). 19. The testimonies of the witnesses are clear: the Defendants promised to pay; however, nothing was forthcoming. The Plaintiffs requested updates on the investment but were ignored; hence, this action against the Defendants. 20. The Plaintiffs now demand the full sale price (consisting of the investment, purchase price, and profit) as agreed in the agreements they signed. 21. In short, the Plaintiffs’ cause of action was based on a breach of the payment terms in the agreements, as it was not disputed that payments should be made monthly to the Plaintiffs. 22. The Plaintiffs also assert that the Defendants conspired to commit fraud and fraudulent misrepresentation, and to obtain the investment for their own profit and unjust enrichment. 23. The Defendants, however, denied that any promises were made regarding returns on the investment. Besides opposing the allegation of any promise, Defendants’ position was that they never induced or invited any of the Plaintiffs to subscribe S/N csaavP8nu0usimrQZWM6ig to the scheme and, by doing so, contended that the Plaintiffs had voluntarily agreed to take the risk. 24. It was further alleged that the offer to subscribers will only commence once the legal compliance process is completed, including notification to the Securities Commission Malaysia. This offer is also made only to investors who meet the criteria as sophisticated subscribers, and not to the general public. 25. Therefore, it was the Defendants’ contention that investors (the Plaintiffs) should review the agreement documents before deciding to invest, and that any repayment promised is subject to the progress of the Defendants’ company. Analysis and Findings 26. This is a case of an alleged conspiracy, fraud and fraudulent misrepresentation by the Defendants for the purpose of misappropriating the Plaintiffs’ fund under the pretence of a Shariah Compliance Investment. 27. After receiving monies paid by the individual listed, the Defendants were alleged to have evaded accountability by denying their unperformed obligations under the agreement. ~This space is intentionally blank~ S/N csaavP8nu0usimrQZWM6ig Issues to be determined (1) Are Plaintiffs entitled to bring these claims against the Defendants? (2) Whether D4 had made any representation to any of the Plaintiffs? (3) Was this action by Plaintiffs premature? (4) Whether the Defendants had deliberately and maliciously failed, refused and/or neglected to make repayment of the sale price as agreed between the parties in the said agreements? (5) Did the Defendants conspire jointly and severally to commit fraud and fraudulent misrepresentation against the Plaintiffs? (6) Whether the corporate veil of EAS should be lifted due to the conspiracy to commit fraud and fraudulent misrepresentation against the Plaintiffs? (7) Whether the Defendants are unjustly enriched from the Plaintiffs’ investment? (8) Whether the Defendants are liable to pay to the Plaintiffs the total amount owing due to the breach of terms in the S/N csaavP8nu0usimrQZWM6ig said agreements, which is RM23,108,685.30 for the Plaintiffs in Lampiran 2 and RM4,213,000.00 for the Plaintiffs in Lampiran 3, together with damages? The investments 28. RAB, at the material time, had conducted exclusive webinars to its subscribers introducing a scheme known as Islamic Redeemable Preference Shares (RPS-i). To attract Muslim investors, RAB has advertised that the RPS-i offered by them is a Shariah-compliant Investment supported by a Certification of Shariah Compliance issued by Tawafuq Consultancy dated 01.04.2021. 29. The general principal terms of the RPS-i offered by RAB was laid down in the IM. RAB decided to establish EAS as a vehicle for prospective investors with capital below RM250,000.00. 30. EAS will collect and pool the investments from investors, which will later be transferred to RAB. Being a vehicle to RAB, EAS was also a shareholder in RAB. The relationship between EAS and RAB is also evident in Schedule 1 of the Tawarruq Agreement. 31. The Plaintiffs in this suit are those with investments below RM250,000.00. For the investment, EAS and RAB required the Plaintiffs to sign two agreements with EAS: a Limited Liability Partnership Agreement (LLP Agreement) and a Tawarruq S/N csaavP8nu0usimrQZWM6ig Agreement. By signing the agreements, the Plaintiffs will be made limited partners in EAS. 32. RAB also shared the same directors with D5. Witnesses for the Defendants conceded on the relationship between EAS and RAB. 33. As an overview, the key points under the LLP Agreement are: Clause 7 – Responsibility of Initial Partners especially Clause 7.2(a) (b) (c) (d) (e) (f) (g) (h) and (o); Clause 8 – Responsibility of Limited Partners; Clause 10 – Banking especially Clause 10.3 where Initial Partners responsible to promptly provide to Limited Partners information on bank accounts. Clause 11 – Accounts where Initial Partners shall ensure that proper accounting books and records of the Partnership and to keep account and records at the principal place of business; Clause 12 – Capital Contributions especially Clause 12.1 where Initial Partners shall establish and maintain capital account to which each limited partners shall be credited; Clause 14 – Distributable profit; S/N csaavP8nu0usimrQZWM6ig Clause 15 – Meetings and decision making where Initial Partners may convene meetings; Clause 17 – Liability and indemnification especially Clause 17.2. where the Initial Partners shall not liable for any losses except for losses determined by a Court to have arisen of the Initial Partners’ negligence, fraud, wilful default, bad faith, wilful misconduct or reckless disregard for their obligation and duties; Clause 32 – Shariah compliance 34. Key points under the Tawarruq Agreement are: Para. 2.3.1 on the payment of the Sale Price shall be made to the Limited Partners on a deferred basis as per Schedule 1; Para. 2.3.6 on the partnership is liable to pay Late Payment Charges if failed to pay the Sale Price within the Payment Period or the Maturity Date due to any reason whatsoever. Para. 1.2 the partnership responsible to bear taxes which include stamping of the documents 35. Persuaded by the IM and webinars held by RAB, the Plaintiffs agreed to join the investment scheme and signed the S/N csaavP8nu0usimrQZWM6ig agreements with EAS. The signing date, invested amount/purchase price, sale price and maturity period differ from one Plaintiff to another. However, the terms of the contracts are very similar, as shown in Schedule 1 of the Tawarruq Agreement. Re-produced below for ease of reference: 36. It was further contended that for some of the Plaintiffs, the maturity dates were still ongoing, while for others, such as P2, they had lapsed. However, the main issue remained that no payment had been made to any of the Plaintiffs since around June 2021. 37. After collecting investment funds from the Plaintiffs between 2021 and mid-2022 and making monthly dividend payments to S/N csaavP8nu0usimrQZWM6ig some of the Plaintiffs, the Defendants abruptly ceased all payments. Plaintiffs assert that no explanation, status reports, or updates regarding business developments were given to them. 38. The Plaintiffs were kept in the dark about their investment. As Defendants went into silent mode, Plaintiffs sought legal assistance and demanded that the Defendants respond. However, no payments were forthcoming. 39. On the other hand, Defendants state that they never made any statements or advertisements regarding the investment scheme directly to the Plaintiffs, as the information was shared only with their specific RPS-i subscribers. The investment scheme shared was a high-risk investment that depended entirely on the performance of the company. 40. Therefore, Defendants assert that Plaintiffs voluntarily participated in the scheme with a full understanding of the risks involved. Hence, Defendants contend that they had not made any representations and/or promises to all 249 individuals listed as Plaintiffs. 41. Defendant had attempted to clarify in detail the nature of the investment in reply to the Plaintiffs’ submission (see paragraphs 61-86 of the Defendant’s submission in reply) and explain why repayment was not made. They claimed that their failure to pay was due solely to RAB (D4) financial restrictions. S/N csaavP8nu0usimrQZWM6ig 42. Upon perusing the evidence and submissions, I am of the view that it was not disputed that both parties had contracted into the alleged agreements; hence, both are bound by their terms and obligations. With regard to the Defendants’ claim that this action was premature and such repayments were subject to the investment progress, this issues will be dealt with later in this judgment. The Class Action 43. Class action suit is governed by Order 15 Rule 12 (1) of the Rules of Court 2012 (ROC), which provides: (1) Where numerous persons have the same interest in any proceedings, the proceedings may be begun and, unless the Court otherwise orders, continued by or against any one or more of them as representing all or as representing all except one or more of them. 44. There are four (4) requirements for a class action suit as laid down by the Court of Appeal in Lembaga Kemajuan Tanah Persekutuan (FELDA) & Anor v Awang Soh bin Mamat [2009] 4 MLJ 610, namely: “Firstly , there must be numerous persons involved. Secondly , there must be the same common interest in regard to the subject matter . Thirdly , the relief sought must not be personal but must be beneficial to the class S/N csaavP8nu0usimrQZWM6ig as a whole . Fourthly, the parties represented must be of a defined class and it is not difficult to determine whether a person is a member of that class.” 45. I am of the view that the same interest and grievances move the Plaintiffs in this suit. They all signed the same nature contract, and any judgment given will benefit all the Plaintiffs. 46. During the trial, the Defendants attempted to challenge the P1 and P2 positions to represent others in this suit. I believe that all Plaintiffs clearly have similar or common interests against the Defendant. Therefore, once this intention had been stated in the writ and statement of claim, it passed the legal requirement of initiating a class action (see Maju Puncak Bumi Sdn Bhd V Chng Han Keong [2019] 8 AMR 625, CA and Chua Chong Poh v Kingsley Hills Sdn Bhd [2020] MLJU 1452, HC). Defendant failed/refused to make repayment? 47. With regard to this issue, it was apparent that Schedule 1 of the Tawarruq Agreement provides the details on the payment terms, and it was not disputed that payment should be made on a monthly basis. ~This space is intentionally blank~ S/N csaavP8nu0usimrQZWM6ig 48. Furthermore, it is imperative to note that RAB issued an Early Redemption Notice dated 06.05.2022 stating as follows: … 49. From the above notice, it was submitted that RAB reported exponential growth in its business development; therefore, the redemption amount will be delivered within the time frame, and RAB will stop paying dividends and buy back all shares within 60 days from 6.5.2022. 50. After the above, RAB actively issued notices and made further attempts to fulfil its commitments, admitted to delays in repayment, and requested that the investors be more patient. 51. All notices by RAB were signed by the Director, Mohd Ezman bin Zamani (DW3), whilst notices by EAS were signed by the Initial Partner of EAS, Lokmal Hakim bin Yaacob (D3-DW1). S/N csaavP8nu0usimrQZWM6ig 52. In this situation, I agree with the Plaintiffs’ contention that the pattern of narrative changes – claiming growth, later stating that the business is facing challenges, and unilaterally extending the time period – reflected scam tactics. The Defendants did not rebut this allegation regarding the investment’s status since 2021, nor did they provide any reasons for the delay in repayment. 53. Witnesses for the Defendants not only admitted that payment was not made, but also agreed that some agreements had already matured and lapsed without payment. EAS conveniently blamed RAB for not distributing the funds, as their role was only to facilitate payments and/or register investors/partners in the scheme. 54. Further, it was contended that the Defendants’ case was premised on the action being premature, as each contract has its maturity dates as stated in the schedule. However, witnesses for the Defendants admitted that some of the Plaintiffs’ agreements had already matured and lapsed, and yet no payment had been made. 55. Therefore, I am of the view that from the admissions of the witnesses, coupled with the documentary evidence adduced, it would be safe to conclude that EAS and RAB had failed to make payments as scheduled in the terms of the agreements. The Defendants’ responsibilities extended beyond merely registering and making payments. They are part of the entire S/N csaavP8nu0usimrQZWM6ig process and should be bound by each term and condition of the agreements. Defendants have jointly and severally conspired, colluded to commit fraud and fraudulent misrepresentation against Plaintiffs? 56. It was argued that the investment scheme, RPS-i, as set out in the agreements offered by RAB, was created solely to raise funds from the public. Considering the nature of the scheme and the explanations given by the Defendant’s witnesses, I find it reasonable to conclude that funds were collected with a promise of monthly repayment to the Plaintiffs. 57. Regardless of the alleged risk involved, the repayment of the sale price was an obligation agreed to by Defendants; therefore, difficulties or any financial constraints faced by the company should not be accepted, as no cogent proof was tendered regarding the progress of the investment by Defendants. Merely asserting the company does not progress enough to profit was not the foundation reflected in the agreements as consideration between the parties. Defendants cannot now benefit or take advantage of their own wrong. 58. I am inclined to agree with the Plaintiffs that the Defendants appear to continue withholding the nature of their purported investment, and that their witnesses remain reticent about how the funds they gathered were used. This clearly demonstrates the Defendants’ intent to defraud. S/N csaavP8nu0usimrQZWM6ig 59. The law on conspiracy to commit fraud and fraudulent misrepresentation is governed by sections 15, 18 and 19 of the Contract Act 1950 (CA). 60. The Court of Appeal in Global Ventures Network Sdn Bhd v Lokman Bin Mohd Kamal and Anor Appeal (2018) 6 MLJ 103 held as follows: [18] As the learned judge quite rightly recognised, in order to make out a case of conspiracy, the Plaintiff would need to establish that there was as agreement between two or more persons to injure the Plaintiff; and that the acts done in execution of that agreement resulted in damage to the Plaintiff… [19]…The law on “wrongful means conspiracy” does not require the Plaintiff to prove that there has been a predominant intention on the part of the defendants to injure the Plaintiff. The very utilisation of unlawful means, that is to cheat or to defraud, by its very nature, is sufficient to render the defendants liable, regardless of their predominant intention. … [23] Hence, what the Plaintiff needed to show was the existence of a combination of efforts of the alleged co-conspirators. In the pleaded case of the Plaintiff, the S/N csaavP8nu0usimrQZWM6ig allegation of conspiracy involves the whole investment scheme which was nestled not just in the agreement of 9 November 2012 but in the involvement and roles of the various defendants, especially the first Defendant. In this regard, we found that the learned judge had failed to take into account material evidence that clearly proved evidence of conspiracy on the part of the first Defendant. - emphasis added 61. On fraud and misrepresentation, reference was made to the case of the House of Lords in Victor Cham & Anor v Loh Bee Tuan (2006) 5 MLJ 359, which held that: “Fraudulent misrepresentation comes under the tort of deceit. To succeed in his claim, the respondent in this case need to establish that he had acted in reliance on the fraudulent misrepresentation and that the representation was false . He further needs to establish that the first appellant had made those statements knowingly or recklessly without caring whether it was true or false. And that as a result of reliance on such representation, the respondent had suffered damage. For the elements of the tort of deceit.” - emphasis added 62. Based on the above authorities and all cases refered to in the submissions on misrepresentation, I would conclude that the Defendant had, via its communications be it the IM, webinars or S/N csaavP8nu0usimrQZWM6ig notices and even upon disclosing Syariah compliance certificate given to the Plaintiffs, of whom are mainly Muslims, they had made a false statement of an existing fact (the investment scheme) with the intention of inducing the Plaintiffs to subscribe to the scheme with a promise or agreed obligation to repay the shares monthly to its subscribers, which they had relied upon (see the case of Balakrishnan Devaraj & Anor v Admiral Cove Development Sdn Bhd [2010] 7 CLJ 152,CA). And this was not complied with. I quote the Court of Appeal decision in Balakrishnan, which had significantly laid down the principles and for clarity, I shall refer to paragraphs 17-31 of the judgment as follows: “[19] Of course, it is always incumbent upon the representee, in order to obtain relief under the doctrine of misrepresentation, to prove to the court the actionability of the misrepresentation. And for a misrepresentation to be actionable, that misrepresentation must be a false statement of fact which induces the representee to enter into the contract. It must not be forgotten that the misrepresentation must be material in nature in that a reasonable man would be influenced by it.e misrepresentation must be material in nature in that a reasonable man would be influenced by it. [20] According to the case of Amison v. Smith [1889] 41 Ch. D 348, a statement made by a representor which induced the representee to enter into a contract with him S/N csaavP8nu0usimrQZWM6ig is considered a misrepresentation if it was false or conveyed a false impression to the representee (per Cotton LJ at p. 371 thereof). [21] The motive of the representor, or his state of mind, is immaterial in determining whether or not his statement is a misrepresentation, although the state of mind is looked at in ascertaining whether a misrepresentation is fraudulent or not. According to Jessel MR in Smith v. Chadwick [1881-82] 20 Ch. D 27, at p. 44, CA, that whatever his motive, the representor is liable upon his false statement, and “he cannot be allowed to escape merely because he had good intentions, and did not intend to defraud”. [22] Neither can the representor argue that the representee was not sufficiently diligent in examining the statement simply because the representor did not realise the untruthfulness of the statement (Aaron’s Reefs, Limited v. Twiss [1896] AC 273, at p. 281, HL). [23] It must be borne in mind that the representor’s statement which has affected the mind of the representee and has induced him to make the contract in question, must be a statement of fact, either existing or past (Eaglesfield v. Marquis of Londonderry [1876-77] 4 Ch. D 693, and at p. 709 thereto, James LJ aptly said, “Of S/N csaavP8nu0usimrQZWM6ig course the misrepresentation, if misrepresentation there be, must be a misrepresentation of a matter of fact,....”. [24] Misrepresentation under the Contracts Act 1950 would include: (a) the positive assertion in a manner not warranted by the information of the person making it, of that which is not true, though he believes it to be true (s. 18(a) of the Contracts Act 1950 ); (b) any breach of duty which, without an intent to deceive, gives an advantage to the person committing it, or anyone claiming under him, by misleading another to his prejudice, or to the prejudice of anyone claiming under him (s. 18(b) of the Contracts Act 1950 ); and (c) causing, however innocently, a party to an agreement to make a mistake as to the substance of the thing which is the subject of the agreement (s. 18(c) of the Contracts Act 1950 ). [25] It is quite apparent that misrepresentation as defined in the Contracts Act 1950 covers situations of innocent misrepresentation as understood in common law. The difference between misrepresentation and fraud is this. In fraud, the person making the representation does not S/N csaavP8nu0usimrQZWM6ig himself believe in its truth. In misrepresentation, the representor may believe the representation to be true. [26] By virtue of s. 19(1) of the Contracts Act 1950, a contract entered into by a party either through innocent or fraudulent misrepresentation is voidable at the option of the party whose consent was so obtained. Thus, the innocent party who had been induced to enter into the contract through an innocent misrepresentation, may choose to set aside the contract of his own accord or by seeking the assistance of the court under the Specific Relief Act 1950 (Abdul Razak Datuk Abu Samah v. Shah Alam Properties Sdn Bhd & Anor Appeal [1999] 3 CLJ 231 CA). [27] To trigger an inducement, two essential elements are necessary. Firstly, the representee must in fact rely on the representor’s statement in the contract concerned. Secondly, the representor at the time of entering the contract, must have the intention, or at least realise, that the statement will, or probably will, be relied upon by the representee. [28] Thus, both the representee’s reliance on a misstatement and the representor’s intention to induce are material in cases of misrepresentation. The court would infer that the representor intended to induce by looking at the circumstances in which the representation S/N csaavP8nu0usimrQZWM6ig was made. In William Smith v. David Chadwick, John Oldfield Chadwick, Ebenezer Adamson, And Edwin Collier [1883-84] 9 App. Gas. 187, at p. 190, HL, the Earl of Selborne LC had this to say: the intention which the law justly imputes to every man to produce those consequences which are the natural result of his acts.... [29] In I.B.Coaks, C.J. Bunyon, F.E. Watson, W. Cadge, E. K. Harvey, C. Bailey, And J. Cross v. J.F. Boswell and Others [1886] 11 App. Gas. 232, at p. 236, the House of Lords observed through Earl of Selborne that: A man is presumed to intend the necessary or natural consequences of his own words and acts; and the evidentia rei would therefore be sufficient without other proof of intention. [30] A representation is said to be material if by its nature, it displays a tendency to induce the representee to enter into the contract. In Smith v. Chadwick [1881-82] 20 Ch. D 27, at p. 44, CA, Jessel MR aptly said that the representation was: of such a nature as would induce a person to enter into the contract, or would tend to induce him to do so,..... S/N csaavP8nu0usimrQZWM6ig [31] All the representee has to prove is that he was, in fact, induced to enter into the contract by the representor.” 63. It was submitted that RAB had misled the Plaintiffs when it diverted the purpose of the investment from the Fintech sector to the tourism and education sectors, which were not in the IM and for which the Plaintiffs subscribed. After collecting more than RM100 million from investors in a year, they (the investors) were left in the dark on the progress of the investments, except for notices requesting extension for the repayments. DW3 admitted this in his testimony. RAB’s legal advisor, Muhammad Izzul Islam bin Zamsari (DW2), was of no assistance, as he was unaware of any ongoing projects by RAB. 64. It is also pertinent to note that the Defendants failed to conduct any audit of the business; hence, their financial status is apparently kept suppressed from investors. 65. In addition, it was submitted that D3 has admitted the following: i. EAS is now not active in business, and he himself works independently. ii. For a partnership that handles millions of ringgit, EAS does not have an office or any staff. iii. EAS acted as a mule to RAB; S/N csaavP8nu0usimrQZWM6ig iv. EAS had not conducted any accounting procedure nor inform the Plaintiffs on the investment; iv. As an Initial Partner, he was also oblivious to the investment and to how RAB manages it. 66. D3 claims that his responsibility is only to register the Plaintiffs’ names as limited partners; therefore, EAS does not hold any funds, nor is it responsible for any investment. I agree with the Plaintiffs that it would be senseless and unreasonable for the Plaintiffs to invest without foreseeing any benefit. Therefore, it was clear that the scheme offered by RAB, assisted by EAS and the other Defendants, is a sham and, as indicated by Plaintiffs’ counsel, a Ponzi scheme at its finest. 67. The Defendants attempted to shift the fault to the Plaintiffs, claiming they were excessively eager to achieve a high return on investment and consequently failed to appreciate the risks involved in investing in a “high-yield” venture. Be that as it may, I am of the view that the lust for profit in any investment decision does not invalidate contractual obligations between parties. 68. Simply put, RAB presented a scheme and promised monthly repayments within a specified time frame. Plaintiffs accepted the offer, paid the amount as consideration, and executed the agreements. Defendants failed to make the promised monthly repayment and refused to comply with the terms for buying back the shares. This is a clear breach of the parties’ agreements. S/N csaavP8nu0usimrQZWM6ig 69. I am also of the considered view that the Defendants were dishonest in misleading the Plaintiffs into parting with their monies. Hence, I agree with the decision of the High Court in the case of Phang Yeong Hau v Click Internet Traffic Sdn Bhd & Ors (2024) MLJU 2643 that: “..If a person knowingly appropriates another’s property, he will not escape a finding of dishonesty simply because he sees nothing wrong in such behavior” 70. In the present case, all the elements of fraud and conspiracy are present. The Plaintiffs’ funds were misappropriated under false pretences of investment, and the Defendants subsequently claimed unsubstantiated losses, resulting in significant harm to the Plaintiffs. 71. Therefore, it is safe to say that the Defendants intended to defraud the Plaintiffs from the beginning, and D2 and D3 should also be made personally liable for the claims, as the corporate veil should be lifted. 72. The laws on lifting the corporate veil are trite. The Federal Court in Gurbachan Singh s/o Bagawan Singh v Vellsamy s/o Pennusamy (2015) 1 MLJ 773 held that: “…it is now a settled law in Malaysia that the court would lift the corporate veil of a corporation if such corporation was set up for fraudulent purposes, or S/N csaavP8nu0usimrQZWM6ig where it was established to avoid an existing obligation or even to prevent the abuse of a corporate legal personality… As to what constitutes fraudulent purposes it has been described as to include actual fraud or fraud in equity (see Law Kam Loy & Anor v Boltex Sdn Bhd and others). And fraud in equity occurred in ‘... cases where there are signs of separate personalities of companies being used to enable persons to evade their contractual obligations or duties, the court would disregard the notional separateness of the companies ...”. -emphasis added 73. Similarly, the Federal Court in Ong Leong Chiou & Anor v Keller (M) Sdn Bhd (2021) 3 MLJ 622 confirmed that the corporate veil could be lifted or pierced in cases of fraud or to enforce legal rights that the company attempted to evade. 74. Finally, I further find that the Defendants had unjustly enriched themselves from the investment. They had accumulated and misappropriated the monies invested by the Plaintiff, now vindicating that the company had not progressed as expected and asking the Plaintiff to bear the losses. This act should not be condoned, and its replication of dishonesty and fraudulent acts of taking away a person’s right to their hard-earned cash. Plaintiff had gained the right to restitution, and the Defendants would need to return the amount collected (see the case of S/N csaavP8nu0usimrQZWM6ig Dream Property Sdn Bhd v Atlas Housing Sdn Bhd (2015) 2 MLJ 441). 75. Regarding the Defendants’ liabilities against Plaintiffs listed in Lampiran 3, unfortunately, at the outset, these Plaintiffs had failed to produce the agreements that were the foundation of this claim. I cannot accept their reason that the Defendant did not give them a copy of the agreement. Some responsibility will need to be placed on the Plaintiffs in Lampiran 3, namely that, in venturing into investment or departing with a large amount of money, it is of utmost importance for them to keep track of, or retain, proof from financial or banking documents for future use. Things happen. As such, if it does, they could only blame themselves for being ignorant of the importance of having sufficient evidence for any financial transactions and of the investment details they engaged in. Conclusion 76. Regardless of how the Defendants attempted to label the scheme, their failure to pay the sale price is undeniable. Therefore, the Plaintiffs are entitled to recover the amount lost from the Defendants. 77. Upon perusing the documents and from the submissions of both parties, I reiterate and find that it was proven that RAB established EAS to collect capital contributions from investors. S/N csaavP8nu0usimrQZWM6ig EAS was then made one of the shareholders in RAB, and all contributions were then transferred to RAB. 78. Plaintiffs, who contributed, agreed to subscribe to the scheme offered by RAB, and they were then made limited partners in EAS. 79. EAS then failed to pay the Plaintiffs as agreed and blamed RAB. 80. On the balance of probabilities, I find that Defendants committed fraud and fraudulent misrepresentation against the Plaintiffs, and, from the circumstances of the case, I am satisfied that Defendants intended to defraud the Plaintiffs, having full knowledge that no return on the investment would be paid to the Plaintiffs. RAB also failed to establish that any investment effort was made to support their allegations of a promised return on investment as agreed. 81. Therefore, Plf had successfully proved that Defendants had jointly and severally conspired to defraud them into investing in the scheme. 82. Unfortunately, for Plaintiffs who are unable to show proof of such an agreement’s existence (Plaintiffs in Lampiran 3), the amount claimed would be based on assumption and therefore have no footing in this action. S/N csaavP8nu0usimrQZWM6ig Final order 83. Plaintiffs’ claim was allowed in part, that is, Defendant to pay RM23,108685.30 to the Plaintiffs in Lampiran 2 with interest as in paragraphs (d) and (e) of the Statement of Claim. 84. The claim by Plaintiffs listed in Lampiran 3 is dismissed. 85. Cost of the action is to be paid by all Defendants to Plaintiffs, amounting to RM15,000, subject to the allocator fee. Dated this: 14th November 2025 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR For the Plaintiffs: Mohd Nur Farhan bin Abd Rahim together with Hazlina binti Muhamad Messrs Hanif Harun & Associates For the Defendants: Nur Khairiah Malik Messrs Emir Mahmud & Co. S/N csaavP8nu0usimrQZWM6ig