Leong Ming Kwai v Citibank Berhad (WA-22NCvC-732-11/2021)

LEONG MING KWAI (NRIC No.: 631126-05-5383)

GAN BEE AI (NRIC No.: 630524-05-5480) --- PLAINTIFFS

CITIBANK BERHAD [(CO No.:199401011410 (297089-M)]

LOW KAI XIAN (NRIC No.: 870105-01-5559)

LIM SENG HAN (NRIC No.: 870317-23-5895)

TAN CHIN WEI (NRIC No.: 910317-01-5925)

TETUAN SHAHRIZAL & NASIR (Sued as a firm)

6.

SHAHRIZAL BIN ABD RAHMAN --- DEFENDANTS GROUNDS OF JUDGMENT (After Trial)

At its core, this suit concerns a dispute over the indefeasibility of title to the Plaintiffs' property. The Plaintiffs assert that their registered 10/03/2026 08:58:08 WA-22NCvC-732-11/2021 Kand. 148 ownership was unlawfully deprived and fraudulently acquired by the Defendants through an impugned Sale and Purchase Agreement ("SPA") bearing forged signatures. Consequently, the Plaintiffs seek declaratory and equitable reliefs to restore their ownership, alongside damages for the alleged tortious and fraudulent conduct.

The Plaintiffs are the registered and beneficial owners of a property held under PN 62278 Lot 43799 Seksyen 16, Bandar Ampang, Daerah Ulu Langat, Negeri Selangor (formerly H.S. (D) 70321, P.T. 4419 Mukim Ampang, Daerah Ulu Langat) with an address at No. 5, Jalan Dagang B/2, Taman Dagang, 68000 Ampang, Selangor (“the Property”). The 1st Plaintiff owns one-half share, and the 2nd Plaintiff owns the other half share.

"The 1st Defendant is a banking institution (“the Bank”) which, upon the Plaintiffs' application, granted a housing loan facility of RM522,200.00 (“the Housing Loan”) to the Plaintiffs based on the terms and conditions contained in the Letter of Approval dated 17.1.2002 and Facility Agreement dated 20.8.2002 (“Facility Agreement”). The Housing Loan was secured by a charge created over the Property (“the Change”).

The 2nd, 3rd and 4th Defendants are the alleged purchasers of the Property. In contrast, the 5th Defendant is a legal firm, acting for the 2nd, 3rd and 4th Defendants in preparing the SPA in relation to the Property.

The 6th Defendant is a practising lawyer within the firm of the 5th Defendant, and his name appeared as a witness in the SPA. Meanwhile, the 7th Defendant is the owner of the 5th Defendant’s firm.

In or around February 2021, as the 1st Plaintiff was facing financial difficulties in relation to his business, he was introduced to one Danny Lee from Royce Properties (“Danny”) who was carrying out the business of illegal moneylending and Danny was willing to lend him a sum of money with an interest rate of 6% per month with the Property to be used as collateral.

On or about 03.03.2021, Danny gave the 1st Plaintiff a cheque for RM300,000.00 as a loan with interest (“the Loan”). On the same day, Danny brought along another individual of Chinese origin and introduced the latter as a lawyer, and asked the Plaintiffs to sign certain documents, which he represented were for the purpose of lodging a caveat against the Property for the Loan. The Plaintiffs signed the unidentified documents.

The Plaintiffs then received an automated notification dated 04.09.2021 from the Bank on 18.09.2021, informing the Plaintiffs that the Charge had been redeemed and that a remainder of RM 3,377.62 was to be returned to the Plaintiffs.

Upon further inquiries made to the Bank, the Plaintiffs discovered that the Bank had issued a letter to the 5th Defendant on 3.9.2021 (“the Cover Letter”), informing the latter that the Property was redeemed on 25.08.2021 and that the original land title was handed over to the 5th Defendant. Following this discovery, the Plaintiffs lodged a police report on 08.10.2021.

The Plaintiffs later received a notice dated 14.10.2021 from Messrs. Y.K. Chin on behalf of the 2nd to 4th Defendants as their clients, claiming that the 2nd to 4th Defendants have purchased the Property vide the SPA for the price of RM 1 million and demanded that the Plaintiffs execute the Memorandum of Transfer in favour of the 2nd to 4th Defendants.

The Plaintiffs, vide a letter dated 29.10.2021, issued by their solicitors, denied the contents of Messrs. Y.K. Chin’s letter and demanded the return of the original land title.

The Plaintiffs contended they did not sign any agreement to sell the Property. They stated that they never took any money from the 2nd to 4th Defendants, nor did they ever have any dealings with them.

Hence, the Plaintiffs filed this suit, primarily against the 2nd to the 4th Defendant, seeking the return of the ownership of the Property, as well as special, general, and exemplary damages against all the Defendants.

The Plaintiffs also claimed that the Bank had breached its duty of care by authorising the redemption of the Property without their consent, as the Plaintiffs discovered that the Bank had informed the 5th Defendant that the Property was redeemed on 25.08.2021 and that the original land title was handed over to the 5th Defendant.

The Plaintiffs’ case against the 5th Defendant is that of fraud and/or acting in concert with the 2nd to 4th Defendants to obtain the Property wrongfully. The 2nd to the 4th Defendants then filed counterclaims, which will be dealt with later in this judgment. The Trial 16. During the Trial, the Plaintiff had called one (1) witness. Meanwhile, the 1st Defendant called two (2) witnesses, followed by three (3) witnesses for the 2nd, 3rd, and 4th Defendants. There was only one

witness for the 5th Defendant. The list of witnesses is as follows: a) the 1st Plaintiff himself, Leong Ming Kwai (PW1) b) the Senior Executive in the Credit Administration and Control Unit of United Overseas Bank (Malaysia) Bhd (“UOB”), Erdawatie Aida binti Hussin (DW1) c) the Senior Executive in the Credit Administration and Control Unit of UOB, Masahliza binti Mustapha Kamal (DW2) d) the manager at the 5th Defendant’s legal firm, Tan Chin Wei (DW3) e) the 2nd Defendant himself, Low Kai Xian (DW4) f) the 3rd Defendant himself, Lim Seng Han (DW5) g) an advocate & solicitor, Shahrizal Bin Abd Rahman (DW6) namely the 7th Defendant himself. The Plaintiffs’ Case 17. The Plaintiffs’ claim is essentially that they did not authorise the sale or transfer of the Property, and that the documents related to the sale, including the SPA, are forgeries. They are seeking the return of ownership of the Property and are claiming damages against the Defendants. The Plaintiffs contend that they never agreed to sell their property and did not receive any money from the Defendants.

In addition, the Plaintiffs alleged that the 1st Defendant had breached its duty of care by releasing the original land title to unauthorised parties and disclosing confidential information without the unauthorised parties' consent.

The Plaintiffs accused the 2nd to 4th Defendants of fraudulently purchasing the Property and the 5th Defendant, the solicitors, of acting in concert with the purchasers to obtain the Property wrongfully. For convenience, I will categorise the witnesses by the purpose for which they were called and set out their testimony in turn. PW1 20. The 1st Plaintiff, PW1, is challenging the validity of his signature on the SPA, as he testified that he did not sign an authorisation to dispose of the Property.

During the trial, PW1 testified that he never signed the SPA, any agreement to sell the Property, a letter of authorisation, or a caveat. Having said that, PW1 candidly testified that a man named Danny, who was involved in illegal moneylending, brought a lawyer to his home and had him sign some documents related to a caveat. It transpired during the trial that PW1 admitted he had borrowed money from Danny.

Unfortunately, PW1, during cross-examination, testified that he does not have evidence showing that the signatures on those documents are not his. The 1st Defendant’s Defence 23. In reply to the Plaintiffs’ claim, the 1st Defendant argued (through DW1 and DW2) that it had at all material times acted in good faith and in accordance with the Plaintiff’s mandate as contained in the Letter of Authorisation dated 28.05.2021 (“Letter of Authorisation”): a) in releasing the redemption statement cum undertaking dated 25.6.2021 (“Redemption Statement”) and issued document of title, original sale and purchase agreement, original Facility Agreement, original power of attorney, duplicate charge and other documents evidencing title to the Property (collectively referred to as the “Discharge Documents”) to the 5th Defendant; b) in accepting the RM364,251.87 being the redemption sum (“Redemption Sum”) and utilising the same towards full settlement of all monies due and owing by the Plaintiff under the Housing Loan; and c) duly notified the Plaintiff, via the Letter, of the redemption of the Property and of its undertaking to release the Discharge Documents upon receipt of the Redemption Sum by way of the Redemption Statement, which was sent to the Plaintiff’s address in accordance with the terms and conditions of the Facility Agreement and supplemental facility agreement.

DW1 is a Senior Executive Credit Administration and Control Unit of UOB. DW1 confirmed that the business of the 1st Defendant, Citibank, was transferred and vested in UOB.

She confirmed during trial that the Bank acted in good faith, pursuant to the Plaintiffs' mandate to release the redemption documents, and that she had no knowledge of any unauthorised dealings with the Property.

DW1 also admitted during trial that she had no personal knowledge regarding the processing of the documents for the redemption of the Property, as she was not involved in the purported redemption of the Property.

DW1 testified that her testimony was based solely on the documents and records available to her at UOB. She also stated that she did not have personal knowledge of whether the signatures on the Letter of Authorisation were those of the Plaintiffs. DW2 28. The manager of UOB, DW2, testified that she has been working with UOB since 2007 and has completed more than 500 signature comparison cases.

DW2 testified during trial that she had compared the signatures on the Letter of Authorisation with the Bank's records and confirmed they matched the Plaintiffs’ signatures. She also stated UOB would have contacted the customer if there was a discrepancy in the signatures.

Further, DW2 candidly testified that because there were no apparent discrepancies on the face of the Letter of Authorization, there was no need for UOB to perform further verification, such as a call-back to the Plaintiffs.

During cross-examination, DW2 was asked to point out where in the document she recorded the comparison, and she pointed to a notation where she wrote “Liza vs FA” and the date. DW2 confirmed that her notes indicate that she compared the Plaintiffs’ signatures on the Letter of Authorisation and the Facility Agreement. The 2nd to 4th Defendant’s Defence 32. The 2nd to 4th Defendants’ submission is primarily that they had validly purchased the Property from the Plaintiffs through the SPA. They claim to have paid a total of RM864,251.87, which includes a deposit of RM500,000 to the 1st Plaintiff’s bank account, along with the redemption sum of RM364,251.87.

Not only do they argue that they have substantially performed their part of the SPA and are therefore entitled to specific performance, but they also assert that the Plaintiffs have not proven that the SPA was a forgery or that the signatures are not the Plaintiffs’. They have called DW3, DW4 and DW5 as their witnesses. DW3 34. During the Trial, the court clarified that DW3 is the manager of the 5th Defendant's (“pengurus guaman”). DW3 testified that he explained the SPA to the Plaintiffs and that they signed it in his presence. DW3, in cross-examination, testified that the Plaintiffs did not have their own lawyers during the signing of the SPA.

DW3 testified that the signature on p. 47 (the signing page) of the SPA was actually made by Shahrizal Bin Abdul Rahman, and that Khoo Shi Xun's name was included by mistake. DW3 further testified during cross-examination that a stamp with Khoo Shi Xun’s name on it was mistakenly placed there by the office. DW3 testified that DW4 and he were the only two people present when the Plaintiffs signed the SPA. DW4 & DW5 36. It was transpired during Trial that both DW4 and DW5 were connected to Tan Chin Wei, DW3.

Both DW4 and DW5 testified that they did not know about the alleged loan agreement between the Plaintiffs and Danny, the alleged moneylender.

It is crucial to note that DW4 testified during cross-examination that he was with DW3 when the meeting with the Plaintiffs took place. DW5, on the other hand, testified that he was not present at the meeting with the Plaintiffs and only heard about it. The 5th Defendant’s Defence 39. The gist of the defence put forth by the 5th Defendant is that the Plaintiffs had failed to establish the case of fraud and conspiracy. They called DW6 as their sole witness.

DW6, as the owner of the 5th Defendant, testified that his firm was involved in the sale and purchase of the Property. The firm acted for the purchasers in preparing the SPA. He stated that his firm was also instructed to handle the redemption of the Property from the 1st Defendant pursuant to a Letter of Authorisation.

Although the SPA listed Koo Shi Xun as a witness, DW6 candidly testified that he was the actual witness, even though he never met the Plaintiffs.

During cross-examination, DW6 testified that after his firm prepared the SPA, he handed the SPA to the firm’s manager, DW3, to bring it to the Plaintiffs for execution.

DW6 had nevertheless firmly asserted that he did not forge or falsify any signatures or documents, as he does not know what the Plaintiffs' signatures look like and is therefore not capable of forging them. Decision and the Court’s Findings 44. Having appraised the evidence and all witnesses put forward by the parties, and having considered the submissions of the learned counsels for both parties, I find that the Plaintiffs failed to discharge their legal burden of proving their case against all the Defendants. My reasons, structured to address the principal disputes of this suit, are set out below. A. Whether the Bank has breached its implied and express duties by causing the Property to be redeemed by the 5th Defendant for and on behalf of the 2nd to the 4th Defendants 45. The crux of the Plaintiffs’ claim against the 1st Defendant is that the Bank is in breach of express and implied duties under tort in, inter alia: a) releasing the original Issue Document of Title to the 5th Defendant; b) disclosing confidential information to the 5th Defendant without first obtaining the Plaintiffs’ consent; c) failing to contact and/or alert the Plaintiffs of the transactions over the Property; and d) failing to protect the interests of the Plaintiffs.

The reliefs sought by the Plaintiffs specifically against the Bank are as follows: a) A declaratory order that the Bank is negligent and in breach of its duty towards the Plaintiffs in releasing the original Issue Document of Title over the Property charged in favour of the Bank, to unauthorised parties; b) Special, general and exemplary damages against the Bank for negligence and breach of duty; c) An order that damages are to be assessed before the Senior Assistant Registrar; and d) Costs.

The Plaintiffs’ counsel asserted that while the Property was originally charged to Citibank Berhad, their consumer business has since been vested in the 1st Defendant pursuant to a Vesting Order granted in the Kuala Lumpur High Court Originating Summons No.: WA-24NCC-903-09/202216, thereby making the Bank the proper party to be named in this action. i) The Bank’s duty to the Plaintiffs 48. At the outset, the Plaintiffs submitted that the Bank has breached its duty of care to the Plaintiffs by authorising the redemption of the Property notwithstanding the absence of consent on the part of the Plaintiffs. The Plaintiffs cited the case of Tenaga Nasional Malaysia v Batu Kemas Industri Sdn Bhd and Another Appeal [2018] 5 MLJ 561 and Pushpaleela A/P R Selvarajah & Anor v Rajamani D/O Meyappa Chettiar and Other Appeals [2019] 2 MLJ 553 to support their contention.

The Plaintiffs premised that the Bank has conducted itself in a manner that would clearly have caused harm to the Plaintiffs by allowing the Property to be redeemed without conducting due diligence with respect to the impugned document.

The issue to be determined by this court is therefore: whether the Bank has breached its implied and express duties by causing the Property to be redeemed by the 5th Defendant for and on behalf of the 2nd to the 4th Defendants as particularised in paragraph 24 of the Plaintiffs’ statement of claim.

The courts in Malaysia have embraced the common law perspective and acknowledged that the relationship between a banker and its customer is contractual in nature. They have also recognised that the scope of a banker’s duty is limited to the terms that are explicitly or by necessary implication outlined in the contract. The contractual relationship displaces any concurrent or alternative liability in tort (See Tai Hing Cotton Mill Ltd v Liu Chong Hing Bank Ltd & Ors [1986] AC 80).

The Court of Appeal in the case of Lim Soh Wah & Anor v. Wong Sin Chong & Anor & Another Appeal [2001] 2 CLJ 344, similarly recognised that a concurrent or alternative liability in tort will not be imposed on a defendant if its effect is to enable a plaintiff to escape or circumvent the contractual terms governing the relationship of the parties.

In a similar vein, I am further guided by the propositions reiterated in the Court of Appeal case of Credit Guarantee Corp Malaysia Bhd v. SSN Medical Products Sdn Bhd [2017] 2 MLJ 629, where Harmindar Singh JCA (as he then was) held: “[35] However, the House of Lords also accepted that such a concurrent duty in tort will not be imposed in cases where the ‘tortious duty is so inconsistent with the applicable contract that, in accordance with ordinary principle, the parties must be taken to have agreed that the tortious remedy is to be limited or excluded.’ (per Lord Goff at p 194). Put slightly differently, the tortious duty of care must not be inconsistent with the relationship structure created by the contract which the parties had entered (see Pacific Associates Inc and another v Baxter and others [1989] 2 All ER 159; [1990] 1 QB 993). [36] In essence therefore, and harkening to the fair, just and reasonable requirement as set out in Caparo, in cases where the parties must be taken to have intended their rights and obligations to be governed exclusively by the contract or contracts which, they have entered, especially in a commercial contract, that factor to be taken as a compelling one, or in some cases a decisive one, against the imposition of a duty of care in tort.” [Emphasis added]

In essence, when parties have entered into a contract, especially a commercial contract, courts should be hesitant to impose a separate duty of care in tort unless it is clearly necessary and does not conflict with the terms of the contract.

The 1st Defendant’s learned counsel cited a more recent case of Lee Cheong Chee v HSBC Bank Malaysia Bhd [2021] MLJU 574, where the High Court allowed the bank’s application to strike out the plaintiff’s case since the plaintiff’s cause of action for negligence against the bank were based on allegations of breach of duties that were far wider than duties of the bank as expressly recognised under the contractual terms agreed upon by the parties.

Therefore, the allegation of breaches of duty of care raised by the Plaintiffs against the Bank must be evaluated in light of the contractual obligations owed by the Bank to the Plaintiffs, as outlined in the Facility Agreement.

The Plaintiffs have challenged the Letter of Authorisation, alleging that the signatures on it have been forged, which leads us to the next issue of whether the Bank is entitled to rely on the Letter of Authorisation received.

It is beyond dispute that Section 101 of the Evidence Act 1950 states that the burden of proving forgery is on the party alleging it. It is also settled law that forgery need only be established on a balance of probabilities (See McLaren Saksama (M) Sdn Bhd v Hong Leong Bank Bhd [2014] 7 MLJ 104).

In our present case, no evidence of forgery had been adduced by the Plaintiffs. Besides, this Court is convinced by the 1st Defendant for several reasons. First, the 1st Plaintiff candidly testified during cross-examination that he cannot be certain as to the type of documents that he and his wife (the 2nd Plaintiff) had signed on 3.3.2021. [See NOP, pp.16 & 17] But you did not read it properly, you’ve said you don’t even have a copy? PW1 Ok. In terms of legal terms, that is a bundle of rules and regulations, I don’t really understand the content. So, you’ve signed the documents but you are not ,sure what you’ve signed, if I just getting you correctly Mr. Leong, but you did sign document but you’re not sure what you’ve signed, correct? PW1 On certain thing, yes.

Second, apart from the 1st Plaintiff’s own statement, there is no evidence to substantiate the allegation that the Letter of Authorization was not signed and/or executed by the Plaintiffs. [See NOP, pp.17 & 18] Do you have any evidence before the Court apart from your own statement to say that this is not your signature? As I know and my wife we didn’t sign any authorisation to dispose the property. But you are not sure what you’ve signed also, Mr. Leong. I am just asking you one question. Do you have evidence apart of your own statement today to show that this is not your signature nor your wife signature? Because this statement this evidence showing that is very sure there is Sales and Purchase Agreement where I never sign on this.

Thirdly, there is no evidence adduced by the Plaintiffs during cross-examination to indicate that the 2nd to the 5th Defendants were familiar with the Plaintiffs' signatures to be in a position to “forge” the same. [See NOP, pp.29 & 30] DC2-4 Can I refer you to page 47? There is signature on page 47, is this your signature? PW1 No. DC2-4 Do you have any evidence to show that this is not your signature? I never signed any S & P, I don’t have any evidence to show.

The Plaintiffs should have called a witness to prove that the signature on the Letter of Authorisation was forged, but unfortunately, no evidence has been adduced to prove it.

Hence, in the absence of any further evidence that could corroborate the Plaintiffs’ evidence of the alleged forgery, this Court holds that the Plaintiffs’ evidence has failed to dislodge the testimony of DW1 and DW2 on this point. Under the circumstances, the evidence of the Plaintiffs on the alleged forgery is devoid of any merits therefore must be rejected (See Hassan bin Hussin v Tengku Azhar Adib bin T Yusuf [2016] MLJU 1648).

The 1st Defendant further premises that the Bank was entitled to rely on any written instructions received from the Plaintiffs without performing any verification pursuant to the terms and conditions of Section 16.16 of the Facility Agreement and the 1st Defendant’s Charge document, particularly on Section 9.02 (See Bundle C1, pp.167 & 168).

As contained in the Defence, the 1st Bank has conducted the relevant verification of the Letter of Authorisation and the certified true copy of the duly stamped SPA executed between the Plaintiffs and the 2nd to the 4th Defendants in accordance with normal banking practices including but not limited to the Plaintiffs’ names, NRIC No., Plaintiffs’ correspondence address, Plaintiffs’ signatures, the Property details and address as against the Bank’s records and found that the same matched.

This is confirmed by the 1st Defendant’s witness, DW2, an experienced bank officer (working with the Bank since 2007) who has verified customers' signatures over the years. [See NOP, p.71] Ok, tolong tunjukkan dalam dokumen ini mana Puan ada buat perbandingan? Dalam dokumen ini. DW2 Dalam dokumen ini. Katakan as per sistem. DW2 Yes, alamat dia. Ada dalam sistem. Ok, as per the system. Ini? Yang bawah tandatangan? Dalam dokumen ini ada tulis ada catit saya ada buat perbandingan dengan apa-apa dokumen? DW2 Ada. Mana? DW2 Saya tulis Liza vs FA. That means saya membuat perbandingan tandatangan ini dengan FA. Iaitu Facility Agreement. Itu Liza itu, orang lain? DW2 Saya. Liza dengan ini tandatangan? DW2 Saya tandatangan.

The Plaintiffs’ learned counsel, in support of his argument on breach of duty, attacked DW1’s testimony at trial, where she testified that she had no personal knowledge and was never involved in the purported redemption of the Property.

In response, the 1st Defendant explained that DW2 testified during re-examination that the signature on the Cover Letter was hers, and was signed in a bracket, suggesting she did not sign merely as a witness, but to confirm her verification. When DW2 was asked to look at p.314 of a bundle document, she confirmed that a statement in the Cover Letter dated 3.9.2021, which said “I also signed,” was not her signature but someone else’s.

Furthermore, the 1st Defendant emphasised that DW2’s role was to verify and not to witness the Letter of Authorisation. In fact, DW1, during cross-examination by the 5th Defendant’s counsel, confirmed that she was giving testimony for the 1st Defendant based on the available documents within the Bank’s records, and she also confirmed that the redemption exercise conducted by the Bank in this instance was pursuant to the Bank’s general practice. [See NOP, p.66] Kalau saya cadangkan Puan beri keterangan berdasarkan dengan bukti-bukti atau dokumen-dokumen yang sedia ada dengan pihak bank. Setuju tak? DW1 Setuju. Puan beri keterangan tentang soalan-soalan tentang penebusan, tentang bank statement, ok. Soalan saya adakah apa yang Puan nyatakan dalam keterangan ini berdasarkan dengan amalan biasa bank? DW1 Ya.

I fully concur with the 1st Defendant. Since DW2, having conducted a signature verification exercised, confirmed that the signatures of the Plaintiffs appearing in the Letter of Authorisation matched the signatures of the Plaintiffs as contained in Bank’s records and since there were no apparent discrepancies on the face of the Letter of Authorisation, there is no need for the Bank to perform a further verification by way of a call-back to the Plaintiffs. It is the Plaintiffs who should now prove to the Court why those signatures did not belong to them.

Hence, the Court finds that the aforementioned evidence is sufficient to refute the Plaintiffs’ contention that DW2 has not conducted a comprehensive examination of the signatures to verify that the signatures on the Letter of Authorisation are those of the Plaintiffs. ii) Whether the 1st Defendant is entitled to rely on the Letter of Authorisation received 72. The Plaintiffs maintained their position that they had never signed the Letter of Authorisation and asserted that the Defendants had forged their signatures; hence, the 1st Defendant should not have acted upon it without proper verification.

The 1st Defendant vehemently argued that DW1 was entitled to treat the Letter of Authorisation at its face value and act upon the same without performing any further enquiry, verification and/or authentication, as there were no suspicious circumstances.

In any event, DW2 testified that it was not the Bank’s practice to seek further verification and/or authentication from the Plaintiffs on the Letter of Authorization if the signatures on it matched those of the Plaintiffs as per the security and financing documents. The Plaintiffs did not challenge this, and they led no rebuttal evidence to the contrary at trial.

In the locus classicus case of Hansson v Hamel and Horley Ltd [1922] 2 AC 36, Lord Sumner held at p.46 that, inter alia, the bank’s examination process is confined to consideration of the documents as presented. It is important to remember that banks have a limited time to determine compliance.

Hence, the 1st Defendant submitted that, since there were no apparent discrepancies on the face of the Letter of Authorisation, the Bank was contractually obligated to act on the same without performing any further verification, including a call-back to the Plaintiffs. I have no qualm on this point.

The 1st Defendant further highlighted that the Plaintiffs, at trial, did not challenge the validity of the Letter of Authorization because it is suspicious simply because ‘ordinary practice’ dictates that there ought to be two distinct letters: one for authorization and another for undertaking.

In fact, I find that no evidence was led by the Plaintiffs’ own witnesses to show such ‘ordinary practice’ nor were any questions posed in cross-examination to the 1st Defendant’s witnesses regarding such purported practice.

Further, as argued by the learned counsel of the 1st Defendant, since this issue of non-compliance with ‘ordinary practice’ was never pleaded, the same ought to be disregarded (See Samuel Naik Siang Ting v Public Bank Bhd [2015] 6 MLJ 1 & Janagi v Ong Boon Kiat [1971] 2 MLJ 196).

Based on the above, with no concrete evidence adduced by the Plaintiffs regarding the alleged forgery and breach of duty, the Court is satisfied that the 1st Defendant had at all material times acted in good faith and in accordance with the Plaintiffs’ mandate as contained in the Letter of Authorisation in releasing the Redemption Statement Cum Undertaking and Discharge Documents to the 5th Defendant. B. Whether the SPA is valid and binding on the Plaintiffs and the 2nd to the 4th Defendant i) The Plaintiffs’ Signatures on the SPA

The Plaintiffs in their pleadings claimed that the SPA is forged. During cross-examination, PW1 repeatedly testified that the Plaintiffs never signed the SPA and that he has no knowledge of its contents.

Despite the PW1 insisting in the pleadings that he never intended to sell the Property, PW1 never denied that the signatures on the SPA are the Plaintiffs’.

It is ironic that PW1 acknowledged the signature under the Letter of Authorisation belonged to him, while denying that the signature under the SPA belonged to him. [See NOP, p.29] DC2-4 Can I refer you to page 47? There is signature on page 47, is this your signature? DC2-4 Do you have any evidence to show that this is not your signature? I never signed any S & P, I don’t have any evidence to show.

It is obvious that when the Plaintiffs denied signing the SPA and the documents related thereto and claimed that their signatures were forged, the burden is on the Plaintiffs to show that their signatures were forged, in which lodging a police report is not enough to discharge such burden (See Chew Kea Sew v Kalidas Komara Welo [2022] 1 LNS 1419).

The 1st Defendant verified the Plaintiffs' signatures on the SPA, which was confirmed during the cross-examination of DW1 and DW2 by comparing the signatures with those on the Letter of Authorisation and Facilities Agreement previously signed by the Plaintiffs with the Bank. [See NOP, p.63] Saya katakan bagaimana bank boleh mengesahkan ini tandatangan Encik Leong dan Puan Gan? DW1 Tandatangan ini kami melihat daripada perjanjian, facility agreement. Melihat kepada tandatangan ini. [See NOP, p.75] DC Puan sahkan lar Puan ada buat perbandingan tandatangan? DW2 Betul. Dan mengesahkan bahawa itu adalah tandatangan Leong Ming Kwai dengan Gan Bee Ai? DW2 Ya, betul.

In a Session Court case of Lean Brothers Transport Sdn Bhd & Mohd Daud Ben Kasim & Others [2023] SMCU 135, Yong Leon Shin SCJ, in dealing with proof of signatures and writing, has applied the principle stated in Sarkar on Evidence, 15th edition 1999 Volume 1: “[68] See page 1181 in Sarkar on Evidence, 15th edition 1999 Volume 1, it is stated that: “As to comparison of signature or writing by the court, it has been held that although there is no legal bar to the judge using his own eyes to compare the disputed writing with the admitted writing, he should, as a matter of prudence and caution, hesitate to base his finding solely on comparison made by himself. The prudent course is to obtain the opinion and assistance of an expert [S v. Paliram, A 1979 SC 14]” [Emphasis added]

Applying the above principle to our case herein, the burden is on the Plaintiffs to rebut that the signatures appearing on the Letter of Authorisation, Redemption Statement, and the SPA are not theirs and that the signatures were made by any of the Defendants instead.

It can be observed that the signatures of the Plaintiffs on the SPA (Exhibit P4, Bundle C1, p. 47) are similar to those on the “Surat Akuan Berkanun” attached to the Caveat Form (Bundle C1, pp. & 22). PW1 acknowledged that the Plaintiffs signed the caveat form.

Additionally, the signatures of the Plaintiffs on the SPA and the Letter of Authorisation (Bundle C1, p. 62) bear a striking resemblance to the signatures of the Plaintiffs on the loan documents tendered by the 1st Defendant (Bundle C1, pp. 65, 143 & 147), signed by the Plaintiffs and admitted by PW1. The same applies to the police report made by the 1st Plaintiff (Bundle C1, p.26).

Notwithstanding the foregoing observations, the Court considers the production of expert testimony by the Plaintiffs to be essential to demonstrate that the signatures in question are not authentic and were fraudulently forged (See also Syed Abu Bakar bin Ahmad v Public Prosecutor [1984] 2 MLJ 10).

In another Court of Appeal case, Lee Heng Yak & Others v Li Chee Long [2018] 1 LNS 1462, Kamaludin Md Said JCA ruled that if someone claims that certain facts support their case, they must prove that those facts are true. According to the law, unless stated otherwise, the person who wants the court to accept a fact as true is responsible for proving it (See also: MBF Finance Berhad v Low Achee & Anor [2011] 7 MLJ 621).

The facts of our instant case are similar to those in Lee Heng Yak (supra), where the Plaintiffs (who are also husband and wife) claimed that there was no genuine SPA entered between the first plaintiff and the defendants, allegedly signed on 21.05.2014 by the parties. The plaintiffs claimed that it was a mere loan transaction and that there was never any intention to enter into a SPA.

The Court of Appeal in Lee Heng Yak (supra) found that the plaintiffs’ statement that they never signed the SPA is a bare statement without any evidence to prove its validity, making the SPA valid. Similarly, the Plaintiffs in our present case failed to provide any evidence or documentary evidence to support their forgery claim.

The Court is of the view that PW1’s argument that he did not sign the SPA and has no knowledge of the SPA and the other documents related thereto is not only unsupported by evidence but also not justified by the law.

At this juncture, it is pertinent to address the factual dynamic that the 2nd to 4th Defendants are the purchasers, yet DW4 (the 2nd Defendant) alongside DW3 (the 4th Defendant and firm manager of the 5th Defendant, the law firm handling the sale and purchase transaction), were the very individuals who testified to being physically present to witness the Plaintiffs executing the SPA. One might argue that relying on purchasers' own testimony to prove the execution of the agreement they benefit from is self-serving. However, a clear legal distinction must be drawn between a formal attesting witness and a witness of fact. It is a general legal principle that a party to a document cannot serve as a valid formal attesting witness to that same document. In the present case, the purchasers did not sign as the attesting witnesses; that role was improperly undertaken by DW6, a matter of professional misconduct addressed later in this judgment. Nevertheless, the physical presence of DW3 and DW4 during the signing serves as direct, factual evidence of execution under Section 67 of the Evidence Act 1950. There is no legal impediment preventing a contracting party from testifying as a witness of fact that they observed the counterparty sign the agreement. Because the Plaintiffs failed to adduce any independent handwriting expert to rebut this direct eyewitness testimony, the evidence of DW3 and DW4 regarding the execution remains legally admissible and factually intact.

It is well established in Wee Lian Construction Sdn Bhd v Ingersoll-Jati Malaysia Sdn Bhd [2010] 4 CLJ 203, that a person who is a party to a written contract is bound by the terms of contract whether or not he understands the language in which it is documented, in the absence of fraud or misrepresentation (See also Ooi Yoke In (f) & Anor v Public Finance Berhad [1993] 2 CLJ 464). ii) The Deposit 97. The 2nd to the 4th Defendants argued that they had substantially performed their parts under the SPA and paid for the purchase sum of the Property, as follow: a) 2nd Defendant paid RM 300,000.00 via payment by cheque to the PW1 on 03.03.2021 (See Bundle C1, p.58); b) 4th Defendant paid RM 50,000.00 via Instant Bank Transfer to the 1st Plaintiff’s bank account, which is Malayan Banking Berhad, account number 114280-161829 on 23.03.2021 (See Bundle C1, p.49); c) the 3rd Defendant paid RM 150,000.00 via Instant Bank Transfer to the 1st Plaintiff’s bank account which is Malayan Banking Berhad, account number 114280-161829 on 23.03.2021,

27.03.2021, and 28.03.2021 (See Bundle C1, pp.55 to 57); and d) 2nd to the 4th Defendant have paid the redemption money for the Property in the total amount of RM364,251.87 via the 5th Defendant with UOB cheque No. 804982 to redeem the Property from the Bank (See Bundle C1, p.312).

It is undeniable that the Plaintiffs admitted during the Trial that they had received the payment of RM300,000.00 from the 2nd Defendant. [See NOP, p.41] DC2-4: Mr. Leong, page 58, this is a bank statement of the account holder Low Kek Guan. It shows that on 3rd March, there was a clearance of cheques for RM300,000. Do you agree based on this document? PW1: That is clearance, yes. DC2-4: So, I refer you back to page 5 of the same bundles of document CB1. This is statement of account of your own bank. On the 3rd march, it is showed that is clearance of cheque deposit for RM300,000 on the same day. Do you agree? PW1: Yes.

In a similar vein, PW1, during cross-examination, testified that a sum of RM150,000.00 was paid by the 3rd Defendant into his account. [See NOP, p.42] DC2-4 We go to page 56, this is account holder name is Lim Seng Han. He has done the instant transferred on the 23rd March for the first transaction to Leong Meng Kwai which is your name for RM10,000.00. So, you cross reference to your own statement on page 6, on 23rd March you’ve received transfer fund from Lim Seng Han. Is that correct? DC2-4 And you can refer the remaining transaction there. Do you agree the total transaction comes up to RM150,000.00?

PW1 further testified that there was a transfer of RM 50,000.00 from the 4th Defendant to his account. [See NOP, p.45] DC2-4 Mr. Leong, I also refer you to page 6, it shows on the 23.3.2021, there is transfer fund from Tan Chi Wei for RM50,000 which is exactly tally with page 59. Do you agree? DC2-4 So, all this has shown that Defendant 2 to Defendant 4 have made a total payment of RM500,000 to your account. Do you agree?

The Plaintiffs' testimony presents a logical inconsistency. While acknowledging receipt of payment, they simultaneously deny executing the SPA and any intention to sell the Property. The purpose of the payment, therefore, remains unexplained.

When cross-examined by the 2nd to the 4th Defendant’s counsel, PW1 even acknowledged that the Redemption Sum was neither from him nor his wife. [See NOP, p.46] DC2-4 So, I put it to you, you have took RM500,000 cash and the purchasers has also proceeded to redeem your property from Citibank Berhad. You and your wife continue enjoyed staying in the house without making any more payment, am I correct? DC2-4 Can you tell the Court who redeem the property? Or I refer you to page 312 and 313 of bundle CB1. This is a letter from Messr. Sharizal & Nasir to Citibank forwarding a cheque of RM364,251.87 to redeem your property. Am I correct? Based on the document. Based on the document, correct but I didn’t received anything. DC2-4 Mr. Leong, I put it to you that this amount of RM364,251.87 is not from you or your wife?

Therefore, the Plaintiffs’ contention that they were unaware of the redemption of the Property was baseless. iii) The Loan Agreement

The crux of the Plaintiffs’ case is this: the transaction surrounding the Property was not a genuine sale but rather a loan agreement with an illegal moneylender named Danny. The Plaintiffs claimed that they entered into a loan agreement with Danny due to financial difficulties. The Plaintiffs received RM300,000.00 as a first loan and later an additional RM200,000.00 as a second loan.

The Plaintiffs further stated that Danny’s lawyer had them sign the documents to caveat the Property as security for the loans. The Plaintiffs said they made total interest payments of RM125,000.00 into various third-party accounts, as instructed by Danny. They insisted that they never intended to sell the Property and were unaware that they had signed the SPA, believing the documents they signed were only for a caveat.

Unfortunately, although Danny is manifestly central to the Plaintiffs’ case, the Plaintiffs failed to call Danny to give evidence during the Trial. Not only have the Plaintiffs not taken the initiative to call Danny as their witness, but they have also failed to file a subpoena to compel Danny to give oral evidence in court (See Juahir Bin Sadikon v Perbadanan Kemajuan Ekonomi Negeri Johor [1996] 4 CLJ 1). Neither have they produced any documentary evidence to support the allegation that there was a money-lending or loan transaction instead of a sale and purchase of the Property. Hence, the Plaintiffs could not expect the Court to believe that it was the loan agreement they had signed, rather than the SPA.

Compounding this total absence of primary documentary proof, the Plaintiffs similarly failed to tender any secondary evidence to substantiate the alleged repayment instructions pleaded in their Statement of Claim. Despite PW1's assertion that Danny directed him to make payments into various third-party accounts, PW1 conceded during cross-examination that he possessed no text messages, bank slips, or any other records to corroborate these instructions. [See NOP, pp.32 & 33] You’ve said Danny lent money to you? Yes. And then Danny instructed 1 you to make repayment? PWS1 Yes. Do you have any proof to show all this allegation, any message, any document or even call Danny to the Court today to testify, do you have any of that? I need to check from my previous phone see whether it still have any message from there. Mr. Leong, as of today, document has been filed before the Lord. Is there any document in the bundle of documents which is C1 in front of you anything to show? From here no.

The fatal flaw in the Plaintiffs' narrative is ultimately exposed by its inherent commercial absurdity. PW1 acknowledged during cross-examination that he purportedly repaid only RM125,000.00, despite allegedly borrowing a total of RM500,000.00 from an illegal moneylender. Yet, inexplicably, Danny has never resurfaced to demand the outstanding principal or the exorbitant interest. PW1 himself was forced to concede on the stand that an illegal moneylender simply vanishing after being short-changed by hundreds of thousands of ringgit is entirely illogical. [See NOP, p.32] DC2-4 So, you are saying that you are still owe Danny for RM500,000 in principal plus whatever the monthly interest until now, is it correct? PW1 Yes. DC2-4 And Danny never claimed anything from you? DC2-4 I put it to you it doesn’t make sense when Danny lent you RM500,000 after you’ve paid RM125,000 as you alleged and then Danny just became silent, do you agree with that, this does not make sense? PW1 Yes, it doesn’t make sense.

Consequently, Danny's inexplicable disappearance and failure to demand repayment completely shatters the Plaintiffs' narrative of an ongoing, unresolved loan transaction. When this glaring anomaly is viewed alongside the undeniable fact that the Plaintiffs received a total of RM500,000.00 directly from the 2nd to 4th Defendants — coupled with the purchasers subsequently paying RM364,251.87 to redeem the Property from the Bank —the only logical and commercially sensible inference to be drawn is that the transaction was a genuine, executed sale. The alleged loan narrative is fundamentally flawed and serves only as an untenable afterthought to obscure the valid execution of the SPA.

In reply to the Plaintiffs’ submission that the 2nd to the 4th Defendants should have inspected the Property before signing the SPA, the learned counsel for the 2nd to the 4th Defendant cited the case of Lee Heng Yak (Supra), in which the Court of Appeal held the following: “[41] To begin with, we would agree with the Learned JC's finding that there is no requirement of law for the 'vendor' (1st Plaintiff) and 'purchaser' (1st Defendant) to meet before the signing of SPA and to sign the SPA in the presence of both parties”

That is to say, there is no law requiring purchasers of a property to inspect the property before signing a sale and purchase agreement.

In our instant case, DW3 and DW4 gave oral evidence that they inspected the Property on the same day they visited it. [See NOP, p.94] Ada periksa rumah itu sebelum beli? DW3 Hari yang sama. Masa saya bawa dokumen ini. Kami periksa rumah tersebut. [See NOP, p.104] Kamu kata ada beli rumah itu. Ada periksa rumah itu uke? DW4 Ada. Saya ada hadir secara sendiri untuk periksa rumah tersebut. Periksa keseluruhan rumah? DW4 Yang utama saya periksa kelihatan luar rumah tersebut. Dan juga untuk semak perhiasan di dalam rumah sama ada, sama dengan gambar yang dibekalkan kepada kami.

Hence, the Plaintiffs’ argument that they never met the 2nd to the 4th Defendants before and/or during the signing of the SPA is unsustainable. C. Whether the 5th Defendant was involved in forging the said SPA and conspiring to transfer the Property unlawfully

The Plaintiffs’ case against the 5th Defendant, as contained in the Statement of Claim, can be summarised as follows: a) The 5th Defendant had provided or caused to provide a materially false SPA dated 8.3.2021; b) The 5th Defendant fraudulently claimed to have witnessed the Plaintiffs signing the SPA and other documents, despite knowing that the Plaintiffs had not done so; c) The 5th Defendant intentionally conspired with and/or assisted the 2nd, 3rd and 4th Defendant in committing fraud by falsifying documents; d) The 5th Defendant has intentionally and fraudulently deceived the Bank into believing that the Plaintiffs had executed documents authorising the 5th Defendant to obtain original ownership of the Property, resulting in the Bank transferring the original ownership despite the Plaintiffs never having sold the Property; and e) The 5th Defendant had intentionally and fraudulently engaged in unlawful acts to assist the 2nd, 3rd and 4th Defendant in wrongfully obtaining the Property.

The learned counsel for the Plaintiffs heavily relied on Pushpaleela (supra) to support their argument that the 5th Defendant should be held liable for their actions, either through fraud or negligence.

The Plaintiffs further added that the 5th Defendant has even prepared a fraudulent SPA to facilitate the wrongful acquisition of the Plaintiffs’ property, attested to the SPA without witnessing the Plaintiffs’ signatures, and attested to the redemption statement at page 290 despite the Plaintiffs never having met the 5th Defendant. This conduct, analogous to the fraudulent assistance found in Pushpaleela (supra), renders the 5th Defendant liable for fraud.

However, it is worth mentioning that the Federal Court in Pushpaleela (supra) overturned the Court of Appeal's decision, reinstated the High Court's decision, and held that there was no legal proximity, as there was no solicitor-client relationship and the case involved pure economic loss, with policy reasons weighing against imposing a duty of care.

This Court takes cognisance of the 5th Defendant’s testimony during the trial, which was that he had never met the Plaintiffs. [See NOP, p.124] Saya teruskan. Tuan setuju bahawa Tuan tidak pernah berjumpa dengan Plaintif? Setuju Kedua-dua Plaintif tidak pernah jumpa? Tidak pernah

This is supported by the 1st Plaintiff’s testimony during the trial that he never met the 5th Defendant. [See NOP, pp.55 & 56] Mr Leong, I will ask you few questions clarify what lawyer asked you earlier. Mr Leong, a lawyer from Citibank had referred you to these pages. The lawyer had referred you to page 62. This is a letter of authorisation requesting the redemption statement. Please look at the document the lawyer referred you to. Now, you’ve said these are not your signatures. There is a signature at the bottom, Shahrizal bin Abdul Rahman. Who is this person? PW1 I don’t know. I never engaged this lawyer. Have you met this person named Shahrizal bin Abdul Rahman before? This document was sent by this lawyer. Did you appoint any lawyer to act on your behalf to redeem your property?

The 5th Defendant, in its submission, candidly emphasised that DW6 did not witness the execution of the SPA and LA, but rather signed as a witness after the Plaintiffs (including the 2nd Defendant to the 4th Defendant) had signed them. This was in response to the Plaintiffs’ allegation that DW6 did not witness the execution of the respective document.

This is because the 4th Defendant, who was a manager at the 5th Defendant’s firm, was given the SPA and all related documents to transport them to the Plaintiffs’ home for execution after they were prepared.

The 5th Defendant further stated that, subsequently upon execution, DW6 had inquired from the 4th Defendant as to whether the Plaintiffs had signed them. After the 4th Defendant confirmed that the documents were signed in his presence, DW6 signed as a witness to the SPA, the Letter of Authorisation, and the Discharge Documents.

Verily, the 5th Defendant's act of signing as an attesting witness without being personally present during the execution constitutes a severe breach of professional ethics and cannot be condoned by this Court. Nevertheless, a breach of professional conduct does not ipso facto establish civil liability for the tort of conspiracy. The facts remain that the SPA was indeed executed in the presence of DW3 and DW4. This is especially so when the Plaintiffs are only making a bare denial, asserting that they have never signed the SPA. Yet, they did not produce any handwriting expert to verify that the signatures are not theirs. The burden rests squarely on the Plaintiffs to establish otherwise than what the clear documentary evidence depicts, as guided by the presumptions under Section 114 of the Evidence Act 1950. When they fail to do so, the Court must take the documentary evidence as solid and unassailable. Furthermore, it is a settled principle in Malaysian jurisprudence—as elucidated by the Court of Appeal in Siaw Kim Seong v Siew Swee Yin (f) & Anor [2009] 1 MLJ 349 as well as the Apex Court in Letchumanan Chettiar Alagappan @ L Allagappan & Anor v Secure Plantation Sdn Bhd [2017] 4 MLJ 697—that where no expert is called to assist the Court, the judge is empowered under Section 73(1) of the Evidence Act 1950 to act on the totality of the evidence and personally ascertain the validity of the signatures by making a comparison. Having undertaken such an examination, comparing the disputed signatures with the admitted signatures of the Plaintiffs, I find that the signatures in issue bear an absolute resemblance to the actual signatures of the Plaintiffs. Hence, this Court decides in favour of the Defendants on this issue.

It is a trite law that the tort of civil conspiracy takes two distinct forms: conspiracy to injure (by lawful means) and conspiracy by unlawful means. The requisite elements encompass an agreement between two or more individuals, executed for the predominant purpose of injuring the plaintiff (or utilizing unlawful means to achieve that end), which ultimately results in actual damage to the plaintiff. As established by the Court of Appeal in Tay Keong Kok & Ors v Eastmont Sdn Bhd & Another Appeal [2024] MLRAU 169, claimants must strictly plead the particulars of the conspiracy, specifying which variant is being pursued along with the material facts supporting each constituent element.

In the present case, the burden lies squarely on the Plaintiffs to explicitly plead the nature of the conspiracy—whether it was effectuated by lawful or unlawful means—and to adduce cogent evidence substantiating the alleged collusive agreement. The Plaintiffs have fundamentally failed to meet this threshold. The pleadings are bereft of the necessary particulars delineating the exact nature of the conspiracy, and during the Trial, no evidence was adduced to prove any concerted agreement or intent to injure between the 5th Defendant and the purchasers.

The Plaintiffs’ case must thus collapse, as they had failed to state the specifics of the tort of conspiracy against the 5th Defendant. Furthermore, they have also failed to establish the same through the Trial.

D. The Counterclaims The 2nd to the 4th Defendant had also counterclaimed for the following: a) Specific performance of the SPA for the sale and transfer of ownership of the Property; b) An order for the Plaintiffs to, within one (1) month from the date of this order, execute a valid and registrable form and/or document to transfer the ownership of the Property and deliver the Property Transfer Form and the Application for Consent Form to the 2nd, 3rd and 4th Defendants or their legal representatives; c) If the Plaintiffs fail to comply with any order under paragraph (b) above, then a further order that the Deputy Registrar and/or Senior Assistant Registrar of the High Court of Malaya in Kuala Lumpur are empowered to execute the forms and/or documents mentioned in paragraph (b) above, including the Property Transfer Form and the Application for Consent Form on behalf of the Plaintiffs; d) An order that a memorial be duly made in the registration of the property ownership document by the Plaintiffs to the 2nd, 3rd and 4th Defendant; e) Furthermore, and/or to paragraph (d) above, an order that the relevant authorities, including the Land Registrar, the Land Administrator or the Selangor State Land and Mines Office, shall register the transfer of ownership of the Property from the Plaintiffs to the 2nd, 3rd, and 4th Defendants; f) The transfer of vacant possession of the Property to the Second, Third, and Fourth Defendants; g) Damages as an addition to or instead of specific performance; h) A declaration that the Plaintiffs are merely bare trustees to the Second, Third, and Fourth Defendants for the said Property; i) An order that the Private Caveat entered by the First Plaintiff through Submission No. 39211/2021 dated 22/10/2021, which has been registered over the entire Property, be revoked by the Land Registrar, the Land Administrator or the Selangor State Land and Mines Office within seven (7) days from the date of this case's decision; j) An order to restrain the Plaintiffs, either by themselves, directors, officers, servants, or agents of the Plaintiffs or any of them concerned or anyone from entering any further caveat on the said Property; k) Interest on any compensation awarded at the rate permitted and for the period permitted by Section 11 of the Civil Law Act 1956; l) Interest on the judgment amount and/or damages at a rate of 5% per annum calculated from the date of judgment until the date of full settlement; m) An order that the Plaintiffs may be subjected to execution processes for the purpose of compelling the Plaintiffs to comply with it if the Plaintiffs refuse, neglect, or fail to comply with this Order; and n) Cost.

I concur with the esteemed counsel for the Plaintiffs that the 2nd to 4th Defendants failed to present substantial evidence for most of their counterclaims, and it is also clear that the 1st Plaintiff was not cross-examined over most of the counterclaims. However, regarding the prayer for specific performance, it is a well-established equitable remedy codified under the Specific Relief Act 1950. Applying Sections 11(1)(c) and 21 of the Act, and having found the SPA to be valid and binding, the 2nd to 4th Defendants have successfully established their entitlement to specific performance. Therefore, this Court only allows prayers (a), (b), (c), (f), (h), (i), (j), and (m), which relate strictly to the main disputes in contention and the execution of the SPA. The remaining prayers for damages and interest are dismissed, as the 2nd to 4th Defendants failed to adduce sufficient substantiating evidence to prove those specific losses.

Conclusion In conclusion, the Plaintiffs have utterly failed to discharge their legal burden of proving that their signatures on the SPA and related documents were forged. By failing to call the central figure of their narrative, Danny, or to adduce any independent handwriting expert testimony to rebut the clear documentary evidence, their allegations amount to nothing more than bare denials. Consequently, the executed documents stand as solid and unassailable.

Furthermore, the Plaintiffs have failed to establish the requisite legal and factual elements to sustain their claims against the 1st Defendant for breach of duty, or against the 5th Defendant for fraud and civil conspiracy.

Therefore, the Plaintiffs' claim is wholly dismissed with costs. The counterclaims of the 2nd, 3rd, and 4th Defendants are allowed in part, specifically prayers (a), (b), (c), (f), (h), (i), (j), and (m), as deliberated herein. Dated: 10th March, 2026 -------------------------------------------------------------------- YA DR. JOHN LEE KIEN HOW @ MOHD JOHAN LEE JUDGE HIGH COURT OF MALAYA ALOR SETAR (Formerly sitting as Judge of the High Court of Malaya at Kuala Lumpur) For the Plaintiff : Dominic Selvam Messrs. Dominic Pragasam Tan & Co Advocates & Solicitors For the 1st Defendant : Sathya Kumardas & Puuline Koh Xiu Yi Messrs. Shearn Delamore & Co Advocates & Solicitors For the 2nd to 4th Defendant : Chong Yew Siong & Lee Le Yi Messrs. Y.K. Chin Advocates & Solicitors For the 5th Defendant : Badrol Hisham Messrs. Shahrizal & Nasir Advocates & Solicitors Table of Authorities Cases Chew Kea Sew v Kalidas Komara Welo [2022] 1 LNS 1419 Credit Guarantee Corp Malaysia Bhd v. SSN Medical Products Sdn Bhd [2017] 2 MLJ 629 Hansson v Hamel and Horley Ltd [1922] 2 AC 36 Hassan bin Hussin v Tengku Azhar Adib bin T Yusuf [2016] MLJU 1648 Janagi v Ong Boon Kiat [1971] 2 MLJ 196 Juahir Bin Sadikon v Perbadanan Kemajuan Ekonomi Negeri Johor [1996] 4 CLJ 1 Lean Brothers Transport Sdn Bhd & Mohd Daud Ben Kasim & Others [2023] SMCU 135 Lee Cheong Chee v HSBC Bank Malaysia Bhd [2021] MLJU 574 Lee Heng Yak & Others v Li Chee Long [2018] 1 LNS 1462 Letchumanan Chettiar Alagappan @ L Allagappan & Anor v Secure Plantation Sdn Bhd [2017] 4 MLJ 697 Lim Soh Wah & Anor v. Wong Sin Chong & Anor & Another Appeal [2001] 2 CLJ 344 MBF Finance Berhad v Low Achee & Anor [2011] 7 MLJ 621 McLaren Saksama (M) Sdn Bhd v Hong Leong Bank Bhd [2014] 7 MLJ 104 Ooi Yoke In (f) & Anor v Public Finance Berhad [1993] 2 CLJ 464 Pushpaleela A/P R Selvarajah & Anor v Rajamani D/O Meyappa Chettiar and Other Appeals [2019] 2 MLJ 553 Samuel Naik Siang Ting v Public Bank Bhd [2015] 6 MLJ 1 Siaw Kim Seong v Siew Swee Yin (f) & Anor [2009] 1 MLJ 349 Syed Abu Bakar bin Ahmad v Public Prosecutor [1984] 2 MLJ 10 Tai Hing Cotton Mill Ltd v Liu Chong Hing Bank Ltd & Ors [1986] AC 80 Tay Keong Kok & Ors v Eastmont Sdn Bhd & Another Appeal [2024] MLRAU 169 Tenaga Nasional Malaysia v Batu Kemas Industri Sdn Bhd and Another Appeal [2018] 5 MLJ 561 Wee Lian Construction Sdn Bhd v Ingersoll-Jati Malaysia Sdn Bhd [2010] 4 CLJ 203