Hoe Foong Development Sdn Bhd v Euro Selasih Sdn Bhd (W-02(NCvC)(W)-259-02/2023)

SEE KOK SENG …APPELLANTS AND EURO SELASIH SDN. BHD. ...RESPONDENT CORAM: RAVINTHRAN A/L N. PARAMAGURU, JCA AZHAHARI KAMAL BIN RAMLI, JCA EVROL MARIETTE PETERS, JCA GROUNDS OF JUDGMENT 11/06/2026 17:05:38 Kand. 111 S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 2 Introduction [1] This appeal (“this Appeal”) arose from the decision of the High Court whereby the learned High Court Judge had allowed the Plaintiff-Respondent’s claim for breach of a joint venture agreement, awarded damages in the sum of MYR3.5 million, and dismissed the counterclaim advanced by the Defendants-Appellants. Factual background [2] The First Appellant is a property development company, whilst the Second Appellant, an individual, was a director/ officer of the First Appellant. The Respondent is the registered proprietor of a vacant industrial land (“the Land”) that formed the subject matter of the dispute. [3] Under a joint venture agreement (“the JV Agreement”), the Respondent granted the First Appellant the sole and exclusive right to develop the Land, within five years, into at least eight units of 2½- storey semi-detached factory lots. [4] In return, the First Appellant had agreed to: (i) construct a further three adjoining factory lots ("the Owner's Units") for the Respondent, at its own cost; (ii) warrant each Owner's Unit at a minimum sale value of MYR2.5 million; and (iii) obtain building plan approval for the development within 18 months of the JV Agreement, that would have been by 25 February 2016. S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 3 [5] The Second Appellant executed a guarantee on 25 August 2014 (“the Guarantee”), guaranteeing payment of MYR2.5 million per Owner's Unit (total MYR7.5 million) if the First Appellant failed to complete the development within five years. [6] In December 2019, the Respondent filed a claim against the Appellants for MYR3.5 million against the First Appellant for loss and damages arising from its breach of the JV Agreement, and against the Second Appellant under the Guarantee. [7] The Respondent alleged that the First Appellant had breached the JV Agreement by the following, namely (a) failing to obtain building plan approval within 18 months; (b) failing to complete development within five years; (c) suspending works for over 12 months without cause; (d) failing to submit the building plan; and (e) failing to comply with conditions attached to the Planning Permission obtained in June 2015. [8] The First Appellant contended that there was no breach of the JV Agreement, as the Parties had mutually agreed to terminate the agreement following meetings in July 2018 and January 2019. It was further argued that the delay in the development arose from force majeure, namely the onerous conditions imposed by the local authority. The First Appellant also maintained that the Guarantee was intended only to cover shortfall or undervalue in delivery, and did not operate as liquidated damages for non-completion of the project. In any event, the Respondent was said to have suffered no loss, as the title to the Land had been returned. S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 4 [9] The First Appellant then counterclaimed for MYR604,530.01 from the Respondent for expenses incurred on the latter's behalf, including land tax payments, architect services, and development deposits paid to authorities, plus interest and costs. [10] In January 2023, the learned High Court Judge allowed the Respondent's claim and dismissed the First Appellant’s counterclaim. She found the Appellants jointly and severally liable for the amount of MYR3.5 million (calculated as the MYR7.5 million guaranteed sum, less the MYR4 million value of the Land). [11] Hence, this Appeal. Issues [12] The issues for consideration were whether the learned High Court Judge had erred in finding the Appellants liable for breach of the JV Agreement, and, in the event of a breach, whether the learned High Court Judge had erred in holding the Appellants jointly and severally liable for the amount of MYR3.5 million as damages for such breach. [13] This Appeal was unanimously allowed in respect of the Second Appellant. In respect of the First Appellant, the appeal on liability was dismissed, and the matter was remitted to the High Court for the assessment of damages. Contentions, evaluation, and findings [14] The starting point for an appellate court is the presumption that any decision appealed against is correct in every respect. Therefore, to succeed in this Appeal, the Appellants in the present case must S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 5 convince this Court that the decision appealed against is wrong; and if this Court was not so convinced, this Appeal would fail. [15] This principle expounded in Watt or Thomas v. Thomas [1947] AC 487 has been assimilated into Malaysian jurisprudence through several cases including Ng Hoo Kui & Anor v Wendy Tan Lee Peng, Administrator of the estates of Tan Ewe Kwang, Deceased & Ors [2020] 10 CLJ 1, and The New Straits Times Press (Malaysia) Bhd v Aideah Communication Sdn Bhd [2025] 5 CLJ 661, where in the latter case, it was stated by Ahmad Terrirudin Mohd Salleh FCJ, in the following passage: The grounds on which an appellate court is entitled to interfere are, therefore, limited and it certainly could not interfere merely because it would have reached a different conclusion had it been hearing the case at first instance (Ng Hoo Kui & Anor v. Wendy Tan Lee Peng, Administrator Of The Estates Of Tan Ewe Kwang, Deceased & Ors [2020] 10 CLJ 1; [2020] 12 MLJ 67; Tengku Dato' Ibrahim Petra Tengku Indra Petra v. Petra Perdana Bhd & Another Appeal [2018] 2 CLJ 641; [2018] 2 MLJ 177; Gan Yook Chin & Anor v. Lee Ing Chin & Ors [2004] 4 CLJ 309; [2005] 2 MLJ 1). [Emphasis added.] [16] However, this does not mean that the hands of the appellate court are tied. The exception to the general rule mentioned above is when the findings are clearly wrong: China Airlines Ltd v Maltan Air Corp Sdn Bhd [1996] 3 CLJ 163; [1996] 2 MLJ 517; or where crucial evidence has been misconstrued, or disregarded: Multar Masngud v. Lim Kim Chet & Anor [1982] CLJ Rep 237; or if the trial judge was shown to have misdirected himself on the evidence, or to have rejected evidence for a wrong reason, or to have drawn an inference from evidence which was equally capable of supporting a different inference, it then may be the duty of an appellate court to interfere: S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 6 Woon Ngee Yew and Others v. Ng Yoon Thai and Others [1940] 1 LNS 119; [1941] 10 MLJ (FMSR) 37. [17] We also made reference to Nor Azlina bt Abdul Aziz v. Expert Project Management Sdn Bhd [2017] 3 MLJ 763, where the principles of appellate intervention were distilled by the Court of Appeal, through Harmindar Singh Dhaliwal JCA (as he then was) in the following passages: [20] Nevertheless there are occasions when appellate interference is warranted and these occasions have been well set out in numerous cases. Some of these occasions are:

where the trial judge took into account irrelevant considerations and failed to give due weight to relevant considerations (see Director of Forests & Anor v Mau Kam Tong & Mau Kim Siong (the executors of the estate of Mau Ming, deceased) & Anor and another appeal [2010] 3 MLJ 509);

where there was no proper evaluation of the evidence by the trial judge (see Lee Nyan Hon & Bros Sdn Bhd v Metro Charm Sdn

where the decision arrived at by the trial court was without judicial appreciation of the evidence (see Gan Yook Chin (P) & Anor v Lee Ing Chin @ Lee Teck Seng & Ors [2005] 2 MLJ 1);

where a trial court has so fundamentally misdirected itself, that no reasonable court which had properly directed itself and asked the correct questions, would have arrived at the same conclusion (see Raja Lob Sharuddin bin Raja Ahmad Terzali & Ors v Sri

where the trial judge was plainly wrong in arriving at his decision see Lee Ing Chin @ Lee Teck Seng v Gan Yook Chin & Anor [2003] 2 MLJ 97); 772 Malayan Law Journal [2017] 3 MLJ;

where a trial judge had so manifestly failed to derive proper benefit from the undoubted advantage of seeing and hearing witnesses at the trial, and in reaching his conclusion, has not S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 7 properly analysed the entirety of the evidence which was given before him (see First Count Sdn Bhd v Wang Yew Logging & Plantation Sdn Bhd [2013] 4 MLJ 693 which followed the Privy Council case of Choo Kok Beng v Choo Kok Hoe & Ors [1984] 2

where the judgment is based upon a wrong premise of fact or of law (see Perembun (M) Sdn Bhd v Conlay Construction Sdn Bhd [2012] 4 MLJ 149). [Emphasis added.] [18] In Woon Ngee Yew and Others v. Ng Yoon Thai and Others, it was stated by Mc Elwaine CJ in the following passage: An Appellate Court should be very loath to differ on a finding of fact by a Court which has seen and heard the witnesses but if the learned Judge can be shown to have misdirected himself on the evidence, or to have rejected evidence for a wrong reason or to have drawn an inference from evidence which was equally capable of supporting a different inference it may be the duty of an Appellate Court to interfere. [Emphasis added.] Whether High Court Judge erred in finding First Appellant liable for breach [19] The material facts were clear, unequivocal, and undisputed.

12.3 For the purpose hereof, an event of Force Majeure shall mean an event, condition or circumstance beyond the reasonable control and without the fault or negligence of the party claiming Force Majeure, which, despite all reasonable efforts of the party claiming Force Majeure to prevent it or mitigate its effects, causes a material delay or disruption in the performance of any obligation imposed hereunder. For the avoidance of doubt financial incapability of the Developer is not an instance of a Force Majeure. Force Majeure shall include but not be limited to: - a) unusually severe weather conditions; b) Acts of God or acts of public enemies or terrorist or acts of war; c) riots; d) accident, earthquake, sabotage or fire; e) Expropriation or compulsory acquisition; f) Governmental intervention or delay in granting any approvals by the appropriate authorities; and g) Unavailability of fuel supply and building material.

The Developer shall use constantly its best endeavours to prevent delay or further delay in the progress of the Works howsoever caused;

(ii) The Developer shall do all that may reasonably be required to proceed with the Works. [Emphasis added.] S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 10 [25] It was noteworthy that Counsel for the Appellants did not advance any meaningful challenge to this finding before us. In our view, that was entirely understandable, as the evidence overwhelmingly demonstrated that the First Appellant was in breach of its obligations. [26] Having considered the grounds of judgment of the learned High Court Judge, and the entirety of the evidence adduced at trial, we were satisfied that her Ladyship had committed no error in finding that the First Appellant was in breach of the JV Agreement. Accordingly, the finding of liability against the First Appellant was unanimously affirmed in full. Whether the High Court Judge had erred in finding the Appellants liable for MYR3.5 million damages [27] While we affirmed the learned High Court Judge’s finding on liability against the First Appellant, we were unable to agree with the approach adopted in the quantification of damages, for the following reasons. [28] A perusal of the grounds of judgment indicated that the learned High Court Judge had treated the MYR3.5 million as liquidated ascertained damages. [29] The Appellants argued that the Respondent had never pleaded liquidated damages, liquidated ascertained damages, or section 75 of the Contracts Act 1950 anywhere in its Amended Statement of Claim, and that the Respondent had framed its claim solely as “loss and/or damages” (general damages requiring proof of actual loss) and as “wang jaminan” (guaranteed money). S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 11 [30] We were in agreement with the Appellants, as a perusal of the grounds of judgment of the learned High Court Judge indicated that Her Ladyship had re-characterised the claim as one for liquidated ascertained damages and, as such, had awarded such damages in the amount of MYR3.5 million. In our view, granting a relief on a basis that was never pleaded, contravenes the cardinal rule that parties are bound by their pleadings which is trite law as expounded in the Federal Court cases of RHB Bank Bhd v Kwan Chew Holdings Sdn Bhd [2010] 2 MLJ 188 and Samuel Naik Siang Ting v Public Bank Bhd [2015] 6 MLJ 1. [31] The Respondent’s submission that the Appellants suffered no prejudice from the absence of pleadings was untenable as a case stands or falls on its pleadings. It was stated in Esso Petroleum Co Ltd v Southport Corporation [1956] AC 218 and Pembinaan SPK Sdn Bhd v Jalanan Waja [2014] 2 MLJ 322, that pleadings define the parameters of the dispute, ensure that each party has fair notice of the case it must meet, and bind both the parties and the court. It follows that a court ought not to decide a case on a basis that has not been pleaded, as to do so would occasion serious prejudice and offend the rules of natural justice. In the latter case, it was stated by Mohamad Ariff Yusof JCA in the following passages: [22] To decide on an un-pleaded claim is to deny the opposing party the valuable right to answer the claim by adducing such material facts at the trial as it might find necessary to forward to the court to advance its case against the claim. … [23] In such a situation, a return to the basic governing principles and rules of pleadings in our system of civil litigation will be timely and appropriate. This was also the route adopted by the learned Judicial Commissioner, but, with the utmost respect, his conclusions resulted from a misapplication of these basic principles. The law reports are S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 12 replete with exhortations and reminders by judges on the need for decisions to be grounded on the pleaded case of the litigants, whether plaintiff or defendant. The need to comply with the rules on pleading are generally to be strictly enforced to avoid surprises at the trial and to narrow and define the issues of the parties so that each will know the opposing party's case, to prepare to meet it in advance and to marshal the necessary evidence at trial to establish its claim and answer the defence of the opposing party. The underlying rationale is not only to prevent surprises as seemed to be the reasoning of the High Court, but is much more than just that. [Emphasis added.] [32] More importantly was the fact that the learned High Court Judge had erred in failing to read Clause 1 and Clause 4 of the Guarantee together to properly construe its true nature and effect. [33] Her Ladyship derived the sum of RM3.5 million from the Guarantee executed by the Second Appellant. Under Clause 1 of the Guarantee, the Second Appellant irrevocably and unconditionally guaranteed, as principal debtor, the payment of MYR2.5 million for each of the Owner's Units — totalling MYR7.5 million — in the event that the First Appellant failed to complete construction of those units within five years and secure the requisite Certificate of Completion and Compliance (CCC). [34] Clause 1 of the Guarantee reads: In consideration of the OWNER, at the request of the GUARANTOR, agreeing to enter the JV Agreement with the DEVELOPER upon the terms and conditions therein contained, the GUARANTOR hereby irrevocably and unconditionally guarantees as the principal debtor and not merely as surety to pay to the OWNER on demand the sum of RINGGIT MALAYSIA TWO MILLION AND FIVE HUNDRED THOUSAND (MYR2,500,000) only (GUARANTEED SUM) for each OWNER's Unit (the total GUARANTEED SUM for all of the OWNER's Units shall be sum of RINGGIT MALAYSIA SEVEN MILLION AND FIVE HUNDRED THOUSAND (MYR7,500,000) in the event that the S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 13 construction of each of the OWNER's Unit is not completed by the DEVELOPER (with Certificate of Completion and Compliance issued) within FIVE (5) years from the date hereof in accordance with the terms of the JV Agreement. For avoidance of doubt, the GUARANTEED SUM shall apply singly to each of the OWNER’s Units and the GUARATOR’s liability under this Guarantee shall not exceed the sum of RINGGIT MALAYSIA TWO MILLION AND FIVE HUNDRED (MYR2,500,000) only for each Owner’s Unit. [Emphasis added.] [35] Clause 1 was, in substance, a security mechanism intended to assure performance, and to fix the guarantor’s maximum exposure in the specified contingency. [36] Having adopted the total guaranteed sum of MYR7.5 million as the starting point, the learned High Court Judge proceeded on the footing that this figure represented the Respondent’s prima facie entitlement. The learned High Court Judge then deducted MYR4 million, said to reflect the market value of the Land which had reverted to the Respondent upon termination of the JV Agreement. On this basis, the learned High Court Judge had arrived at a net award of MYR3.5 million, treating the retained value of the Land as a form of offset against the guaranteed sum. [37] With respect, that methodology was difficult to sustain. The Guarantee was, by its nature, a collateral contract furnishing security for performance. It was not, without more, a measure of the Respondent’s actual loss arising from the breach of the JV Agreement. The learned High Court Judge’s approach effectively treated the guaranteed sum as if it were a proxy for damages, and thereafter undertook a form of set-off based on the residual value of the Land. Such an approach risked conflating two distinct legal S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 14 concepts, namely, the contractual liability of a guarantor on the one hand, and the assessment of damages for breach of the JV Agreement on the other. [38] In our view, the proper inquiry ought to have been directed at the loss actually suffered by the Respondent as a result of the non-performance of the JV Agreement, assessed in accordance with established principles governing damages. The reliance on the guaranteed sum, followed by a deduction based on the alleged market value of the Land, did not adequately reflect that inquiry and had, in fact, introduced an element of arbitrariness into the quantification exercise. [39] On that note, it was imperative to refer to Clause 4 of the Guarantee which provided that upon payment of the sums under Clause 1, the Owner’s Units would belong to the First Appellant. Clause 4 reads: The OWNER hereby agrees that upon receipt of the GUARANTEED SUM for each OWNER’s Unit from the GUARANTOR, the Owner’s Unit in which the GUARANTEED SUM is paid for shall belong absolutely to the DEVELOPER and the OWNER shall have no claim or interest whatsoever in respect of the Owner’s Unit. For the avoidance of doubt, nothing herein shall entitle the GUARANTOR to defeat the objective of the JV Agreement by tendering the GUARANTEED SUM to the ONWER for the purpose of securing ownership of the OWNERS Units to the DEVELOPER. Therefore, this GUARANTEE can only be enforced at the instance of the OWNER. [Emphasis added.] [40] The Guarantee must be construed as a whole, not in a piecemeal or fragmented fashion. In our view, Clause 1 and Clause 4 of the Guarantee were plainly intended to operate in tandem as part of a single commercial arrangement. Properly understood, the structure S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 15 of the Guarantee reflected a reciprocal mechanism: the payment of the guaranteed sum was to be matched by the transfer of the Land to the First Appellant. It was, therefore, not a standalone payment obligation, but one embedded within a broader transactional framework. [41] It is a fundamental principle of contractual interpretation that a document must be read as a whole to ascertain the true intention of the parties. A court cannot isolate a single provision and give it effect while ignoring other provisions that qualify, condition, or contextualise it. Rather, the court must strive to give effect to all parts of the contract so that the instrument operates coherently as a unified whole. This principle is firmly embedded in our jurisprudence, as affirmed by several authorities, including the Federal Court cases of Perbadanan Kemajuan Negeri Selangor v Selangor Country Club Sdn Bhd [2017] 2 MLJ 819 and New Straits Times Press (Malaysia) Bhd v Aideah Communication Sdn Bhd [2025] 5 CLJ 661. [42] Several undisputed facts, in our view, were fatal to the Respondent's attempt to rely on Clause 1 of the Guarantee in isolation. First, the Land at all material times remained registered in the Respondent's name. No proprietary interest was ever transferred to the First Appellant. Secondly, the First Appellant never encumbered the Land by way of a charge to secure bridging finance — something one would ordinarily expect in a development of this nature. This strongly indicated that the First Appellant had never treated the Land as its own asset under the JV Agreement. Thirdly, upon termination of the JV Agreement, vacant possession of the Land was restored to the Respondent after the lapse of five years. The Respondent S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 16 thus resumed full control and ownership of the Land in its original, undeveloped condition. [43] In these circumstances, Clause 4 of the Guarantee was incapable of operation. Quite simply, no completed factory units even existed that could have been transferred to the First Appellant. The very foundation upon which Clause 4 rested, namely, the existence of identifiable, completed Owner's Units, was entirely absent. Not a single brick had been laid; not a single certificate had been obtained. The factual substratum necessary to trigger the reciprocal obligation under Clause 4 was therefore wholly missing. Without completed units, there was nothing to transfer, nothing to value, and nothing to which the First Appellant's ownership could attach. The Respondent had instead elected to retake possession of the Land, thereby affirming that the development had come to nought and that the units would never be built. Having chosen to reclaim the Land, the Respondent could not simultaneously insist on a mechanism that presupposed the very units it had implicitly acknowledged would never exist. [44] In our unanimous view, it would be both legally unsustainable and commercially unjust to permit the Respondent to invoke Clause 1 of the Guarantee while disregarding Clause 4. The two clauses are interdependent and must be read together. Where Clause 4 of the Guarantee could not be given effect on the facts, Clause 1 could not be invoked in isolation. [45] We, therefore, held that the invocation of the Guarantee under Clause 1 was contingent upon Clause 4 being capable of operation. On the facts of this case, that condition was not satisfied. The S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 17 Respondent could not claim the benefit of the guaranteed sum without at the same time assuming the corresponding obligation to transfer the Owner's Units — an obligation that, in this case, was impossible of performance. [46] In the premises, it was our view that the learned High Court Judge had erred in relying on the Guarantee as the basis for quantifying damages at MYR3.5 million. By treating it as such, the learned High Court Judge had effectively re-cast the contractual allocation of risk and benefit agreed between the Parties. It is trite that the court’s function is to interpret and give effect to the contract as made, not to improve upon it or to substitute what it considers to be a fairer arrangement. [47] The proper course, in our view, was to order that damages be assessed against the First Appellant in the conventional manner for breach of the JV Agreement. Such an assessment would require the Court to determine the actual loss suffered by the Respondent as a result of the non-performance of the development, including, where appropriate, the loss of use of the Land during the relevant period, any diminution in its value, and any other consequential losses that are properly pleaded and strictly proved. [48] We further noted that such relief was, in fact, expressly pleaded in the alternative. Paragraph 23(b) of the Respondent’s Amended Statement of Claim claimed, in the alternative, for “general damages to be assessed.” The Respondent was, therefore, not prejudiced by this course. It would have the full opportunity to establish its loss at a proper assessment of damages before the High Court. S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 18 Conclusion [49] After a careful and comprehensive consideration of the evidence before this Court, the submissions advanced by the respective parties, and the Grounds of Judgment of the learned High Court Judge, we were unable to agree entirely with the conclusions reached by the learned Judge below. Having scrutinised the record of appeal in its entirety and examined the issues raised with due care, we unanimously came to the view that this appeal possesses merit only in part. Accordingly, we allowed the appeal to that limited extent. [50] We affirmed the finding of liability against the First Appellant but set aside the award of damages in the sum of MYR3.5 million. The question of damages as against the First Appellant was accordingly remitted to the High Court for assessment. In consequence, the appeal of the Second Appellant was allowed in its entirety. [51] As to costs, and with the agreement of the parties, the order of costs in the sum of MYR30,000 made in the High Court against the First Appellant was ordered to stand. There was no order as to costs in this Court in respect of the First Appellant. [52] In relation to the Second Appellant, the order for costs made against him in the High Court was set aside. We instead ordered the Respondent to pay costs of MYR30,000 (subject to allocatur), both here and below, to the Second Appellant. Dated: 11 June 2026 S/N WKvrih9pn0ylGMiYtimwQw 11 June 2026 --------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------- 19 ………….…SIGNED…………… (EVROL MARIETTE PETERS) Judge of the Court of Appeal Malaysia Counsel: For the Appellants – Wang Hok Mun, Ivanpal Singh, Shermaljit Singh and Kesvinder Kaur; Messrs AJ Ariffin Yeo & Harpal. For the Respondent – Muhamad Ilyasa Iqbal bin Abu Bakar, Fatin Naqiyyah binti Suhaimi and Hafizah binti Hanapi; Susan Lee & Co. S/N WKvrih9pn0ylGMiYtimwQw