1. ) LIM Kon Lian v 1. ) Halim Shah Harlem Shahnon Bin Abdullah (WA-22NCC-553-12/2021)

LIM KON LIAN [No. K/P.: 541205-10-5773]

LIM MING CHANG … PLAINTIF - [No. K/P.: 820402-08-6331] PLAINTIF

HALIM SHAH HARLEM SHAHNON BIN ABDULLAH [No. K/P.: 760801-06-6029]

ANDREW SURIADY SJOEKOER … DEFENDAN - [No. K/P.: 621109-07-5121] DEFENDAN

The crux of this action is the 1st Plaintiff’s claim for the repayment of the balance of a friendly loan totalling RM3,500,000 given to both Defendants, of which a sum totalling RM1,764,000 was repaid by the Defendants.

Both Defendants deny the existence of such a loan and assert that the sum of RM1,764,000 represents loans granted by them to the respective Plaintiffs. The 1st Defendant filed a Counterclaim, alleging that the RM264,000 paid to the 2nd Plaintiff was, in fact, a friendly loan from the 1st Defendant to the 2nd Plaintiff. Similarly, the 2nd Defendant filed a Counterclaim, asserting that the payments totalling RM1,500,000 made to the 1st Plaintiff were not loan repayments, but rather friendly loans from the 2nd Defendant to the 1st Plaintiff. Both Counterclaims were filed on the same day.

Each party thus takes a diametrically opposed position regarding the same financial transactions: the Plaintiffs assert that the payments constitute repayments of a loan made to the Defendants, whereas the Defendants contend that the payments were loans they themselves extended to the Plaintiffs.

The trial of this matter was conducted over 12 days, during which a total of 7 witnesses testified. The details are as follows: For the Plaintiffs (4 witnesses): i) Ngu Siow Ping (PW1); ii) Lim Kon Lian (PW2); iii) Chong Kheng Wah (PW3); and iv) Lim Ming Chang (PW4). Page 3 of 49 For the 1st Defendant (2 witnesses): i) Mugilarasan a/l Murugan (DW1); and ii) Halim Shah Harlem Shahnon bin Abdullah (DW2) For the 2nd Defendant (1 witness): i) Andrew Suriady Sjoekoer (DW3) A]

The 2nd Plaintiff is the son-in-law of the 1st Plaintiff and resides at the same address. Due to the 1st Plaintiff’s limited English and Malay proficiency, the 2nd Plaintiff regularly assisted him in business dealings as both were key figures in their family business empire - the 1st Plaintiff serving as Managing Director of LKL International Bhd (“LKLIB”) and the 2nd Plaintiff as General Manager of LKL Advanced Metaltech Sdn Bhd (“LKLAM”) and Director of LKLIB.

In April 2020, both Plaintiffs were introduced by Sherilyn Foong from MIDF Amanah Investment Bank Bhd to both Defendants and DW1, Mugilarasan a/l Muragan (“Mugil”) simultaneously. During this period, the Plaintiffs and Defendants developed a close friendship through regular meetings for both business and personal interactions, with the 2nd Plaintiff often serving as an intermediary in communications due to his language skills.

The Plaintiffs developed such trust in the Defendants that the 1st Plaintiff caused his company group LKLIB to establish business relationships with the Defendants and invested in the 1st Defendant’s Sinovac vaccines project.

During their meetings, the Defendants, particularly the 1st Defendant, frequently made business proposals to the 1st Plaintiff. At relevant times, the Defendants were associated with/controlled Tahmaz Meditech Sdn Bhd (“Tahmaz”), with the 2nd Defendant and the 1st Defendant’s mother as shareholders, and Tahmaz had dealings with the LKLIB group of companies.

In or around August 2020, the Defendants approached the 1st Plaintiff requesting a loan of RM3,500,000. Based on the trust and close relationship the 1st Plaintiff enjoyed with them, he agreed to provide the loan subject to the condition that they both would sign a written friendly loan agreement.

However, the Defendants insisted that only the 1st Defendant would sign the written loan agreement. Based on his friendship and trust in them, the 1st Plaintiff agreed to this arrangement on the basis of trust and confidence.

Accordingly, it was expressly agreed between the parties that the loan amount of RM3,500,000 would be extended jointly to both the 1st and 2nd Defendants, who would be jointly liable for its repayment (“Loan Agreement”). However, for Page 5 of 49 administrative convenience, the formal written loan agreement would be executed solely by the 1st Defendant, acting on behalf of both Defendants, and by the 1st Plaintiff only.

This loan by the 1st Plaintiff and the arrangement relating thereto, are disputed by the Defendants in this action.

The Plaintiffs allege that on 18.8.2020, the Defendants and their associate Mugil attended Hong Leong Bank at Menara Hong Leong, Bukit Damansara (“Hong Leong Bank Bukit Damansara”) together with the 1st Plaintiff, 2nd Plaintiff, and the 1st Plaintiff’s son, Ben Lim. The purpose was for the 1st Plaintiff to withdraw RM3,500,000 in cash to be handed over to the Defendants.

Once the RM3,500,000 cash was verified and released, the Defendants and Mugil collected the cash, and the 1st Defendant signed the formal written friendly loan agreement entitled “Personal Loan Agreement” dated 18.8.2020 at the Hong Leong Bank (“Written Loan Agreement”).

The Defendants disputed the above events and denied that they were given RM3,500,000 in cash at Hong Leong Bank Bukit Damansara.

On 30.12.2020 the 1st Defendant transferred RM264,000 to the 2nd Plaintiff.

On 9.3.2021 the 2nd Defendant transferred RM500,000 to the 1st Plaintiff followed by another transfer of RM1,000,000 to the 1st Plaintiff on 11.3.2021.

The Plaintiffs contend that the transfers totalling RM1,764,000 were partial repayments under the Loan Agreement, leaving an outstanding balance of RM1,736,000, which is the amount claimed by the 1st Plaintiff in this action.

In March 2021, the relationship between the parties deteriorated.

On 8.12.2021, both Defendants, through their respective solicitors, issued letters of demand as follows: i) the 1st Defendant demanding RM264,000 from the 2nd Plaintiff, and ii) the 2nd Defendant demanding RM1,500,000 from the 1st Plaintiff.

On 14.12.2021, the Plaintiffs commenced this action and, through their solicitors Messrs Terrence Lee & Co., replied to the both Defendants’ said letters of demand.

On 28.1.2022, the 1st Defendant filed a Counterclaim against the 2nd Plaintiff for RM264,000.00, alleging he had lent this sum to the 2nd Plaintiff on 30.12.2020.

On 28.1.2022, the 2nd Defendant filed a Counterclaim against the 1st Plaintiff for RM1,500,000.00, alleging he had made two transfers totalling this amount on 9.3.2021 (RM500,000.00) and 11.3.2021 (RM1,000,000.00) as friendly loans to the 1st Plaintiff. B]

Based on the pleadings and the agreed issues to be tried, the issues for determination are essentially as follows: i) Whether the Defendants requested the 1st Plaintiff to lend them RM3,500,000. ii) Where there is a friendly loan agreement between the 1st Plaintiff and the both Defendants (“Loan Agreement”). iii) Whether it was agreed between parties that only the 1st Defendant would sign and be party to the written “Personal Loan Agreement” dated 18.8.2020 with the Plaintiff (“Written Loan Agreement”). iv) Whether the 2nd Defendant, despite not being a signatory to the Written Loan Agreement, is liable under the said Agreement. v) Whether the 1st Defendant signed the Written Loan Agreement dated 18.8.2020. Page 8 of 49 vi) Whether the Defendants received RM3,500,000 on 18.8.2020 at Hong Leong Bank, Menara Hong Leong, Bukit Damansara from the 1st Plaintiff pursuant to the Loan Agreement. vii) Whether the payments totalling RM1,764,000.00 by the Defendants (RM264,000 by the 1st Defendant and RM1,500,000 by the 2nd Defendant) were in actual fact repayments towards the Loan Agreement. viii) Whether the RM264,000 paid by the 1st Defendant to the 2nd Plaintiff is a loan to the 2nd Plaintiff. ix) Whether the RM1,500,000 paid by the 2nd Defendant to the 1st Plaintiff is a loan to the 1st Plaintiff.

As the Defendants have denied the existence of the friendly loan/Loan Agreement alleged by the Plaintiffs, the crux of this case revolves around the events that transpired at Hong Leong Bank Bukit Damansara on 18.8.2020, when the sum of RM3,500,000 is said to have been handed to the Defendants. The determination of this issue will significantly impact the outcome of most of the other issues in this action. Page 9 of 49 C] THE PARTIES’ PRESENCE AT THE HONG LEONG BANK

The Plaintiffs contend that: i) In August 2020, both Defendants approached the 1st Plaintiff to request a loan in the sum of RM3,500,000; ii) The 1st Plaintiff agreed to extend the loan, subject to the execution of a formal written loan agreement; iii) The Defendants insisted that only the 1st Defendant would sign the written loan agreement, to which the 1st Plaintiff agreed, relying on trust; iv) On 18.8.2020, all parties attended at Hong Leong Bank Bukit Damansara, where the 1st Plaintiff withdrew RM3,500,000 in cash; v) The said RM3,500,000 cash was handed over to the Defendants at Hong Leong Bank Bukit Damansara; vi) The 1st Defendant signed the Written Loan Agreement at the Hong Leong Bank Bukit Damansara on 18.8.2020; vii) The above transactions are evidenced by, inter alia, bank statements, a group photograph, WhatsApp messages, and witness testimony.

The 1st Defendant: i) Denies ever requesting a loan from the 1st Plaintiff; ii) Denies signing the Written Loan Agreement; iii) Denies receiving the sum of RM3,500,000 from the 1st Plaintiff; iv) Contends that the Written Loan Agreement is unstamped and therefore inadmissible; v) Asserts that he was present at Hong Leong Bank Bukit Damansara, on 18.8.2020 solely to accompany the 2nd Defendant, who intended to open a bank account for a car loan.

The 2nd Defendant: i) Denies being a party to the Loan Agreement with the 1st Plaintiff; ii) Denies ever requesting for the loan or receiving any portion of the RM3,500,000; iii) Claims that his presence at Hong Leong Bank Bukit Damansara on 18.8.2020 was solely to apply for a car loan; Page 11 of 49 iv) Alleges that the Plaintiffs failed to produce credible evidence linking him to the loan.

Based on the evidence adduced at trial and the positions taken by the respective parties, the following facts are not in dispute: i) On 18.8.2020, the 1st Plaintiff withdrew a sum of RM3,500,000 in cash from Hong Leong Bank Bukit Damansara, as confirmed by the bank statement produced in evidence. ii) All parties were present at Hong Leong Bank Bukit Damansara on the said date and at the material time. iii) A group photograph depicting the parties at the said Hong Leong Bank was taken at approximately 3.15 p.m. and subsequently sent via WhatsApp to the 1st Defendant. iv) A document titled “Personal Loan Agreement” dated 18.8.2020 exists, bearing what appears to be the signature of the 1st Defendant.

Having considered the testimonies of the parties and the evidence before the Court, I find that the presence of all parties at Hong Leong Bank Bukit Damansara on 18.8.2020 is established by compelling evidence: Page 12 of 49 i) Group photograph: Taken by the 1st Plaintiff at 3.15 p.m. showing all parties present (Exhibits P5 and P11); ii) WhatsApp evidence: The photograph was immediately sent to the 1st Defendant’s WhatsApp number; and iii) Metadata evidence: The Group Photograph (Exhibit P11) confirms the time (3.15 p.m.), date (18.8.2020), and location. Metadata in the context of the Group Photograph, which was sent via Whatsapp by the 1st Plaintiff to the 1st Defendant, refers to the additional information about the photo, such as the date, time, location, camera settings, and device used to capture it. The 1st Defendant’s Unconvincing Explanation

The 1st Defendant’s conduct regarding the Hong Leong Bank Bukit Damansara visit severely undermines his credibility.

The 1st Defendant made no mention of his presence at Hong Leong Bank in his evidence-in-chief, only addressing it when challenged during cross-examination. For someone claiming innocence of the loan transaction, his failure to proactively explain his presence at the said Bank on the material date is telling.

When confronted, the 1st Defendant gave the evasive explanation that he had “nothing to do with Hong Leong Bank” and therefore saw no reason to address the incident. This explanation is wholly inadequate for several reasons: i) An innocent party would not dismiss such a significant coincidence so casually. ii) The timing of his presence at the exact time of a RM3,500,000 withdrawal he is being sued over cannot be mere coincidence. iii) His participation in the Group Photograph (Exhibits P5 and P11) established his involvement in the transaction. The 2nd Defendant’s Car Loan Explanation

The 2nd Defendant claims he was at Hong Leong Bank Bukit Damansara to apply for a car loan. However, I find this explanation implausible and reject it for the reasons stated below.

Despite claiming he was there for a car loan application, the 2nd Defendant produced absolutely no supporting documentation: i) No car loan application forms; Page 14 of 49 ii) No correspondence with Hong Leong Bank regarding any car loan; iii) No records of loan approval, rejection, or even inquiry; iv) No evidence of any subsequent car purchase that would necessitate such a loan; v) No bank records from Hong Leong Bank showing any car loan facility or application; vi) The 2nd Defendant did not even specify the make and model of the vehicle he claimed to be purchasing.

The 2nd Defendant cannot explain why his alleged car loan application would coincidentally occur at: i) The exact same date as the 1st Plaintiff’s RM3,500,000 withdrawal; ii) The exact same time (around 3.15 p.m. when the Group Photograph was taken); and iii) The exact same branch where parties, with whom he claims to have no loan relationship, were conducting their transaction.

The 2nd Defendant provided no explanation for choosing that particular Hong Leong Bank branch (Bukit Damansara) specifically when: i) his residence is in Subang Jaya, making numerous other bank branches, which are significantly closer, far more convenient for him than the one in Bukit Damansara; ii) no evidence suggests he had any existing banking relationship with Hong Leong Bank; and iii) no evidence suggests this particular branch offered any special car loan services.

The 2nd Defendant’s implicit assertion that car loan applications require attendance at specific branches contradicts established banking practices: i) Car loan applications can typically be made at any branch of the same bank; ii) Many car loan applications can now be made online; and iii) No evidence was provided of any special requirement to attend this particular branch.

The most damaging aspect of the 2nd Defendant’s explanation is his voluntary participation in the Group Photograph taken by the 1st Plaintiff: i) If he was merely there for his own unrelated banking business, his participation in a Group Photograph with the other parties is inexplicable and difficult to justify. ii) His presence in the Group Photograph strongly suggests his knowledge of and involvement in the loan transaction. iii) An innocent party conducting separate banking business would have no reason to participate in such a photograph.

Upon a careful evaluation of the evidence, I find that the Defendants’ explanations are wholly untenable: i) The 1st Defendant’s failure to disclose his presence at the Hong Leong Bank Bukit Damansara in his evidence-in-chief, coupled with his evasive responses during cross-examination, significantly undermines his credibility. ii) The 2nd Defendant’s claim that he was present for a car loan application is unsupported by any documentary evidence and is tainted by material inconsistencies and improbabilities.

The evidence clearly establishes the following facts: i) The Plaintiffs and both Defendants were present at Hong Leong Bank Bukit Damansara on 18.8.2020; ii) On that same day, the 1st Plaintiff withdrew RM3,500,000 in cash from Hong Leong Bank; and iii) The Written Loan Agreement dated 18.8.2020, bearing the apparent signature of the 1st Defendant, was executed.

These facts are corroborated by contemporaneous evidence, including bank records, WhatsApp messages, and the Group Photograph (Exhibit P11) taken at 3.15 p.m. at the said Bank. The photograph’s metadata confirms the date, time, and location of its capture.

Taken together, this body of evidence strongly supports the Plaintiffs’ allegation that a loan transaction was concluded on 18.8.2020, and that the said sum of RM3,500,000 was handed over to the Defendants.

Conversely, the Defendants’ bare denials, coupled with their inconsistent positions, further reinforce the credibility of the Plaintiffs’ account and lend additional weight to the conclusion that a loan was both agreed upon and acted upon.

The questions of whether the 1st Defendant signed the Loan Agreement, which he denied signing, and whether the loan was in fact disbursed and received, will be addressed in the following sections of this Judgment. D]

The Written Loan Agreement (Exhibit P2) bears the apparent signature of the 1st Defendant. However, the 1st Defendant denied signing the Loan Agreement and testified at the trial that while the signature appears to be his, it was digitally manipulated through cut-and-paste methods.

I find the 1st Defendant’s challenge to the authenticity of the Written Loan Agreement to be unconvincing and entirely devoid of credibility for the reasons stated below.

Crucially, Exhibit P2 is the original physical document that was retained by the Court during the trial. When confronted with the original copy of Exhibit P2 during cross-examination, the 1st Defendant testified as follows: “CLM: Dato Halim. Are you holding the original P2 now. Yes. CLM: I put it to you, Dato Halim. It cannot be an outcome of cut and paste, PDF as the original is here today. Agree or disagree? Page 19 of 49 Disagree. CLM: You explain the court how do you cut and paste from a PDF to be imposed as an original signature. Okay, I do that now. You can cut a paste a signature you can also have the signature and cut and paste the background. Did you know that? (own emphasis added)

It would appear to me that the 1st Defendant was unaware that the original document (Exhibit P2) was before the Court and relied on a digital cut-and-paste explanation in an attempt to deny his signature on the document. However, when confronted with the original, his response was both illogical, contradictory and evasive, raising serious doubts about his credibility and intentions.

His explanation is not only illogical but also unconvincing, as it completely disregards the undeniable physical characteristics of the original document, such as pen impressions, paper texture, and ink absorption. These features are inherent to physical documents and cannot be mimicked by digital manipulation, let alone by cutting and pasting from a PDF. His refusal to acknowledge these fundamental facts further undermines his position and highlights the weakness of his defence.

Although the 1st Defendant has consistently denied signing the Written Loan Agreement, he has taken no meaningful steps to contest its authenticity. In particular: i) No police report was lodged alleging forgery (Floral Trends Ltd v. Li Oon Floral Enterprise (M) Sdn Bhd [2006] 6 CLJ 525); ii) No application was made for expert handwriting analysis pursuant to Section 45 of the Evidence Act 1950, which provides for expert opinions on “identity or genuineness of handwriting”; iii) No legal proceedings were initiated to declare the document a forgery; and iv) No other reasonable steps were taken which one would expect from a person who genuinely believed that their signature had been forged.

The 1st Defendant’s evidence on this issue was also internally inconsistent. While his pleadings categorically deny having signed any agreement, during cross-examination he shifted his position, claiming that he could “not recall” whether he had signed it. This inconsistency seriously undermines his credibility.

53.

In light of the above, I find that the 1st Defendant has failed to raise any credible or substantiated challenge to the authenticity of the Written Loan Agreement. His bare denial, without supporting evidence or the usual actions taken in a genuine forgery claim, along with inconsistencies in his testimony, makes his defence untenable.

Accordingly, I find that the 1st Defendant did, in fact, sign the Written Loan Agreement (Exhibit P2). E] HANDOVER OF THE RM3,500,000 CASH TO THE DEFENDANTS AT HONG LEONG BANK BUKIT

The evidence supporting the handover of RM3,500,000 to the Defendants includes: i) Bank Withdrawal Records: Undisputed documentary evidence that the 1st Plaintiff withdrew RM3,500,000 cash from Hong Leong Bank Bukit Damansara on 18.8.2020; Page 22 of 49 ii) Banker’s Independent Testimony (PW3): Chong Kheng Wah’s evidence as an independent ex-employee of Hong Leong Bank who processed the withdrawal and witnessed the handover to the three individuals (the Defendants and Mugil); iii) Photographic Evidence: Exhibit P5 – the Group Photograph taken on 18.8.2020 at Hong Leong Bank Bukit Damansara showing all parties present, and Exhibit P11 – the same Group Photograph with its metadata confirming the time (3:15 p.m.), date (18.8.2020) and location at Hong Leong Bank Bukit Damansara; iv) WhatsApp Communications: Contemporary WhatsApp messages between the 1st Plaintiff and the 1st Defendant, including the immediate sharing of the Group Photograph taken at the said Bank; v) The Loan Agreement: Exhibit P2 signed by the 1st Defendant on behalf of both Defendants as evidence of the loan transaction; vi) Subsequent Repayments by the Defendants: RM1,764,000.00 in total repayments made by Defendants after 18.8.2020, including: a) RM264,000.00 paid by the 1st Defendant to the 2nd Plaintiff on 30.12.2020; Page 23 of 49 b) RM500,000.00 transferred by the 2nd Defendant to the 1st Plaintiff on 9.3.2021 with the remittance slip stating “REPAYMENT FRIENDLY LOAN”; c) RM1,000,000.00 transferred by the 2nd Defendant to the 1st Plaintiff on 11.3.2021 with the remittance slip stating “repayment of friendly loan”. I will address the issue of these payments in more detail in the next section of this Judgment; vii) Opening of Account and Deposit of Cash at the Bank: The 2nd Defendant opened an account at the Hong Leong Bank Bukit Damansara and deposited a sum of RM20,000.00 in cash on the same day, 18.8.2020. This deposit is consistent with and traceable to the RM3,500,000 in cash received by the Defendants from the 1st Plaintiff. The 2nd Defendant’s explanation, that he was at the bank that day merely to apply for a car loan and to open a privilege account is unsubstantiated and unsupported by any documentary evidence. In the absence of a credible alternative explanation, and given the timing and circumstances, the RM20,000.00 cash deposit originated from the RM3,500,000 cash received from the 1st Plaintiff; Page 24 of 49 viii) Business Relationship Evidence: Established business partnerships between the Plaintiffs and Defendants in various companies including Tahmah Biotech Sdn Bhd, Tahmah Meditech Sdn Bhd, Genesis Gateway Sdn Bhd and Genesis Biopharma Sdn Bhd; ix) Witness Testimony: The Plaintiffs’ witnesses testified consistently about the handover of cash to the Defendants. This includes the testimony of the former Hong Leong Bank employee (PW3). Their core testimony remained consistent despite cross-examination. x) Subsequent Conduct: The Defendants’ subsequent conduct is entirely consistent with having received the loan from the 1st Plaintiff: a) Both made substantial payments to the Plaintiffs after 18.8.2020. b) These payments were described as or treated as repayments of the loan given by the 1st Plaintiff. c) Neither immediately disputed the loan when first approached about it. d) Both continued business relationships with the Plaintiffs after the alleged loan date.

The Defendants pointed to minor discrepancies in witness testimony regarding: i) The exact number of bags used to carry the cash; ii) The specific denominations of the currency; and iii) The precise number of persons carrying the bags.

However, these discrepancies are peripheral and do not undermine the core fact of the transaction. Such minor inconsistencies are common in witness testimony and often indicate truthfulness rather than rehearsed evidence. The fundamental fact that RM3,500,000 was withdrawn and handed over remains consistent across all witness accounts.

In addition to the evidence outlined above, I find the testimony of PW3 particularly compelling for the reasons set out below.

PW3 was an ex-employee of Hong Leong Bank Berhad who worked in Menara Hong Leong, Bukit Damansara during the relevant transaction date. As an independent third-party witness with no connection to either party, PW3 provides crucial objective testimony about the withdrawal and handover process.

PW3’s testimony is particularly credible given that this was an exceptional transaction in his banking career. As he testified: “During my whole duration of my banking experience, this is my one and only transaction that is exceeding RM3 million in cash withdrawal." “So this person actually give me a first impression when he came in, he was a bit loud and boisterous. So he was like a happy go lucky guy and he was quite big. So his impression lasted on me during that time.” (own emphasis added)

PW3 was unable to specifically identify the 1st Defendant in Court on 26.6.2024. This inability is entirely reasonable, as the 1st Defendant underwent a dramatic physical transformation due to significant weight loss between the transaction date and the trial. PW3’s failure to identify the 1st Defendant demonstrates his honesty, rather than undermining his credibility.

The 1st Defendant’s changed appearance is corroborated by photographic evidence. Based on photographs taken at the material times, including Exhibits P5 and P11, the 1st Defendant was originally a man of medium height with a broad and heavy-set frame with a round face with full cheeks and undefined jawline. However, by the time of trial, his appearance had been so transformed by weight loss that he looked almost like a completely different person.

Exhibit P11, being the Group Photograph with metadata showing it was taken at Hong Leong Bank Bukit Damansara on 18.8.2020 at 3:15 p.m., provides clear visual evidence of the 1st Defendant’s substantially different physical appearance at the time of the transaction, supporting PW3’s reasonable inability to recognise him in Court after his significant weight loss.

PW3’s inability to identify the physically transformed the 1st Defendant in Court does not negate his core testimony about processing the RM3,500,000 withdrawal, taking the 1st Plaintiff together with 3 other people (the 1st Defendant, 2nd Defendant and Mugil) into a private room to count the money, and witnessing the money being placed in several bags and taken away by those three individuals. This core evidence remains unchallenged and consistent with the Plaintiffs’ case.

PW3’s honest acknowledgment of his inability to recognise the physically transformed the 1st Defendant actually enhances rather than diminishes his credibility as a truthful witness. His primary responsibility was processing the withdrawal and facilitating the counting process, which he described consistently. The overwhelming evidence of the handover, supported by the withdrawal records, subsequent conduct of the parties, and the contextual evidence including Exhibits P5 and P11, remains intact and compelling.

Having carefully considered the totality of the evidence, I find that the Plaintiffs have successfully proven, on a balance of probabilities, that the sum of RM3,500,000 was in fact withdrawn by the 1st Plaintiff and handed over in cash to the Defendants on 18.8.2020 at Hong Leong Bank Bukit Damansara.

The transaction is corroborated by a confluence of compelling and mutually reinforcing pieces of evidence: undisputed bank records; the independent and credible testimony of PW3, a third-party bank employee; photographic and digital metadata evidence (Exhibit P11); contemporaneous WhatsApp communications; the signed Written Loan Agreement (Exhibit P2); substantial subsequent repayments clearly described as loan repayments; and the consistent testimonies of all key witnesses.

The Defendants have failed to provide any credible alternative explanation or rebuttal to this evidence.

Therefore, I find that the RM3,500,000 was indeed handed over to the Defendants as part of the Loan Agreement, as pleaded by the Plaintiffs in their Amended Statement of Claim. Page 29 of 49 F] PAYMENTS TOTALING RM1,764,000.00 BY THE DEFENDANTS (RM264,000.00 BY THE 1ST DEFENDANT

The Plaintiffs contend that the Defendants made partial repayments totalling RM1,764,000.00, comprising: i) RM264,000.00 paid by the 1st Defendant on 30.12.2020. ii) RM1,500,000.00 paid by the 2nd Defendant (RM500,000.00 on 9.3.2021 and RM1,000,000.00 on 11.3.2021).

Both Defendants deny that these payments were repayments. Instead, they claim these were separate loans they made to the Plaintiffs: i) The 1st Defendant claims he lent RM264,000.00 to the 2nd Plaintiff. ii) The 2nd Defendant claims he lent RM1,500,000.00 to the 1st Plaintiff. The 1st Defendant’s Payment of RM264,000

On 30.12.2020, the 1st Defendant transferred RM264,000.00 to the 2nd Plaintiff’s AmBank account. The 1st Defendant now claims this was a loan he made to the 2nd Plaintiff.

This payment occurred approximately 4 months after the RM3,500,000 loan was given. The timing is consistent with a partial repayment rather than an unrelated new loan.

What is glaring is that the 1st Defendant did not produce: i) any evidence of any request for a loan from the 2nd Plaintiff, ii) any loan agreement, iii) any contemporaneous documentation supporting his claim that this was a separate loan.

If there was truly a loan from the 1st Defendant to the 2nd Plaintiff, one would expect some discussion of repayment terms, interest, or time frame. No such evidence exists. The 2nd Defendant’s Payments totalling RM1,500,000

The 2nd Defendant made two transfers to the 1st Plaintiff’s Hong Leong Bank account as follows: i) RM500,000.00 on 9.3.2021. ii) RM1,000,000.00 on 11.3.2021.

Critically, both remittance slips clearly state “repayment of friendly loan.” This is the most compelling evidence that these were repayments, not new loans as alleged by the Defendants.

The 2nd Defendant claims the description “repayment of friendly loan” was inserted at the bank’s suggestion to facilitate the transfers. This explanation must be rejected for the following reasons: i) The 2nd Defendant failed to produce any evidence, documentary or testimonial, of a banking practice requiring the use of the term “repayment” for large fund transfers. No bank officer was called to support this assertion. ii) If the funds were genuine loans from the 2nd Defendant to the 1st Plaintiff, terms like “friendly loan”, “personal loan”, “financial assistance”, or “emergency funding” would have been more appropriate. The use of the word “repayment” before “friendly loan” clearly shows the return of funds already borrowed, not the issuance of a new loan. iii) The 2nd Defendant argues that the communications are meant to prove a loan he made to the 2nd Plaintiff. However, when considering the totality of the evidence and the surrounding context, the situation is the opposite: these messages relate to the repayment of a loan from Page 32 of 49 the Plaintiff to the Defendant. Specifically, the WhatsApp messages from the 2nd Plaintiff to the 2nd Defendant, sent before the transfers, mention the 1st Plaintiff’s “suffering” and request the Defendant’s “help”, is consistent with seeking repayment of an existing debt, the Loan Agreement. Importantly, the WhatsApp communications contain no specific loan requests or details of the sums allegedly requested. It cannot therefore be construed as a request for a loan by either Plaintiff. iv) The Defendants’ payments followed a common pattern: a) Made several months after the RM3,500,000 was handed over; b) Lacked any formal loan documentation; c) Occurred during an ongoing cordial relationship; and d) Described or treated as repayments. This conduct aligns more naturally with a borrower repaying a debt than with a lender advancing new loans. v) If these payments were genuine loans to the Plaintiffs, it is reasonable to expect that the Defendants would have sought repayment much earlier. Instead, their demands Page 33 of 49 were only made on 8.12.2021, just six days before this suit was filed, suggesting a pre-emptive move to undermine or defeat the Plaintiffs’ claim, rather than a bona fide attempt to recover a legitimate debt.

Significantly, the Defendants’ demands for repayment were made simultaneously on 8.12.2021 through the same firm of solicitors, Messrs Dennis Nik & Wong. The 2nd Defendant’s letter of demand was addressed to the 1st Plaintiff claiming RM1,500,000.00, while the 1st Defendant’s letter of demand was addressed to the 2nd Plaintiff claiming RM264,000.00. Both letters were dated 8.12.2021.

The timing and coordination of these demands constitute a pre-emptive move to oppose the Plaintiffs’ intended claim. Significantly, the 1st Plaintiff testified that he was already planning to issue a letter of demand to recover the outstanding sum when the Defendants’ letters of demand arrived on 8.12.2021.

This evidence demonstrates that the Defendants anticipated the Plaintiffs’ intended recovery action and moved swiftly to forestall it by issuing their own demands merely six days before the Plaintiffs commenced this action on 14.12.2021. This confirms that these were not bona fide claims but rather tactical manoeuvres designed to pre-empt the Plaintiffs’ legitimate recovery action.

Thus, the Defendants’ belated claim that the payments they made, totalling RM1,764,000.00, were loans to the Plaintiffs seriously lacks credibility and is contradicted by the contemporaneous evidence, particularly the “repayment of friendly loan” descriptions they themselves inserted in the remittance slips.

Therefore, I find that the payments totalling RM1,764,000.00 were indeed partial repayments of the RM3,500,000 friendly loan given by the 1st Plaintiff to the Defendants. G] WHETHER THE 2ND DEFENDANT, THOUGH NOT A SIGNATORY TO THE WRITTEN LOAN AGREEMENT, IS

The Plaintiffs argue that although the 2nd Defendant did not sign the Written Loan Agreement, he is nevertheless liable because: i) He jointly requested the loan with the 1st Defendant; ii) The parties expressly agreed that the RM3,500,000 loan would be jointly extended to both the 1st and 2nd Defendants, who would be jointly liable for repayment, but for convenience and at the Defendants’ request, the formal Written Loan Agreement would be signed only by the 1st Defendant and the 1st Plaintiff; Page 35 of 49 iii) He received the loan sum together with the 1st Defendant; iv) He made repayments thereby acknowledging the debt; and v) The Written Loan Agreement was merely evidence of an underlying principal oral agreement, the Loan Agreement, involving both Defendants.

According to the Plaintiffs the arrangement that only the 1st Defendant would sign was made for convenience, not to exclude the 2nd Defendant’s liability.

The 2nd Defendant argues that he cannot be held liable under an agreement he did not sign. He denies being a party to the Written Loan Agreement and argues that the parol evidence rule prevents the admission of oral evidence to vary the written agreement.

I have already found under the central issue that both Defendants received the RM3,500,000 in cash at Hong Leong Bank Bukit Damansara as a loan from the 1st Plaintiff.

I find merit in the Plaintiffs’ position. The 2nd Defendant’s subsequent transfers totalling RM1,500,000, explicitly described in the remittance slips as “repayment of friendly loan”, amount to a clear and unequivocal acknowledgment of his liability under the principal Loan Agreement.

This conduct directly contradicts the 2nd Defendant’s position that he was not a party to the Loan Agreement.

The evidence shows that the Defendants operated as business partners through Tahmaz. The loan was sought for their joint business purposes, making both liable regardless of who signed the Written Loan Agreement.

The 2nd Defendant’s reliance on the parol evidence rule under Sections 91 and 92 of the Evidence Act 1950 is misplaced for several reasons: i) Section 92 applies only between parties to an instrument. As the 2nd Defendant was not a signatory to the written agreement, the parol evidence rule does not prevent evidence being led about his involvement in the underlying transaction (Director-General of Inland Revenue v. Ee Sim Sai [1977] 2 MLJ 32). ii) The Plaintiffs’ case is based on the underlying oral friendly Loan Agreement between the 1st Plaintiff and both Defendants. The Written Loan Agreement serves merely as evidence of this principal oral Loan Agreement, not as the entire Loan Agreement itself.

While generally a non-signatory cannot be bound by a contract, this principle does not apply where the non-signatory, i.e. the 2nd Defendant in this action: Page 37 of 49 i) requested and agreed to the arrangement that the formal loan agreement will be between the 1st Defendant and the Plaintiff; ii) participated in negotiating the Loan Agreement (which includes him); iii) received benefits under the Loan Agreement. iv) has made a substantial repayment of RM1,500,000 towards the loan, and has never stated that this payment was made on behalf of the 1st Defendant. v) has conducted himself consistent with acceptance of liability under the Loan Agreement.

All of these factors are present in the case of the 2nd Defendant’s, as confirmed by my findings on the central issue regarding the principal Loan Agreement, which includes the Written Loan Agreement as part of the Loan Agreement, and the disbursement of the loan.

As confirmed in Tan Swee Hoe Co Ltd v. Ali Hussain Bros [1980] 2 MLJ 16, the Court recognised that a collateral oral agreement, especially one that induced entry into a transaction, can coexist with or override the terms of a written agreement. The Federal Court in Tan Swee How (supra) held as follows: Page 38 of 49 “We think Lord Denning M.R. summarised it in Dick Bentley Productions, Ltd. v. Harold Smith (Motors), Ltd. (4): “Looking at the cases once more, as we have done so often, it seems to me that if a representation is made in the course of dealings for a contract for the very purpose of inducing the other party to act on it, and it actually induces him to act on it by entering into the contract, that is prima facie ground for inferring that the representation was intended as a warranty. It is not necessary to speak of it as being collateral. Suffice it that the representation was intended to be acted on and was in fact acted on.” (own emphasis added)

Here, the evidence supports Plaintiffs position that: i) The principal Loan Agreement was formed arising from an oral agreement between parties. ii) The execution of the Written Loan Agreement and disbursement of the RM3,500,000 to the Defendants were part of terms of the principle Loan Agreement. iii) Both Defendants would be liable to repay the loan under the principal Loan Agreement.

The coordinated conduct and sequence of events stated earlier also demonstrate that the 1st and 2nd Defendants were acting in concert throughout, which supports the Plaintiffs’ allegation that the RM3,500,000 loan was indeed made to both Defendants jointly, even though it was agreed that only the 1st Defendant would sign the loan agreement. This is evidenced by: i) both Defendants simultaneously issuing their letters of demand on the same date (8.12.2021) through the same firm of solicitors; ii) the 2nd Defendant making repayments described as “repayment of friendly loan” despite not being a signatory to any loan agreement with the Plaintiffs; iii) the 1st Defendant’s acknowledgment in his WhatsApp message on 9.3.2021 that “once our other investor comes in, take Mr Lim out and refund his principal in due time accordingly,” using the collective pronoun “our” when referring to the business venture; and iv) both Defendants adopting identical defensive strategies by simultaneously claiming that their repayments were actually separate loans to the Plaintiffs.

Such coordinated conduct is inconsistent with the Defendants’ position that they acted independently and supports the Plaintiffs’ case that both Defendants were joint borrowers under a unified arrangement where, for practical convenience, only the 1st Defendant executed the formal documentation.

As such I find that the 2nd Defendant is liable under the principal Loan Agreement together with the 1st Defendant despite not being a signatory to the Written Loan Agreement. H] THE PRINCIPAL FRIENDLY LOAN AGREEMENT WAS

The contemporaneous documentary evidence strongly supports the Plaintiffs’ version of events. In particular: i) Bank Statement: Confirms the withdrawal of RM3,500,000 by the 1st Plaintiff on 18.8.2020. ii) Group Photograph (Exhibits P5 and P11): Shows all relevant parties, including both Defendants, present at the material time and location. iii) WhatsApp Communication: Confirms the immediate sharing of the photograph with the 1st Defendant. iv) Exhibit P11 Metadata: Corroborates the time, date, and location of the photograph taken at Hong Leong Bank. Page 41 of 49 v) Written Loan Agreement: Dated 18.8.2020 and bearing the 1st Defendant’s signature.

In contrast, the Defendants have not produced any contemporaneous documentary evidence to support their alternative explanations for their presence at the bank or to rebut the Plaintiffs’ narrative.

The principal friendly Loan Agreement, which consists of the entering of the Written Loan Agreement (Exhibit P2), falls squarely within the exception to the exclusionary rule of Section 92 of the Evidence Act 1950.

In this regard, the Court of Appeal in Sri Kelangkota-Rakan Engineering JV v. Arab-Malaysian Prima Realty [2001] 1 MLJ 324 held as follows: “That brings me to the question of admissibility. In my judgment, s 92 of the Act had nothing whatever to do with this case. The judge was in error when he thought that it did. The appellants were not seeking to admit evidence to contradict the terms of the agreements that had been entered into. They wanted the court to see the real transaction behind the facade of the agreements. That this is permissible is settled by high authority. I will not go through all the cases here. Suffice that I mention just one.” (own emphasis added)

Therefore, in the present case there is no attempt to contradict or vary the Written Loan Agreement. Instead, the Written Loan Agreement was used merely as evidence of a broader oral agreement, as pleaded in paragraphs 11, 12, and 13 of the Amended Statement of Claim, namely, the principal oral Loan Agreement. I]

Having carefully considered the evidence, including oral testimony, documentary exhibits, and the conduct of the parties, I make the following findings: Loan Request by both Defendants i) I find that both Defendants approached the 1st Plaintiff in August 2020 to request a loan of RM3,500,000. Their conduct, particularly their presence at the Hong Leong Bank Bukit Damansara and involvement in the transaction, is not consistent with their denial of having made such a request. The Principal Oral Loan Agreement and the Written Loan Agreement ii) I accept that the 1st Plaintiff agreed to allow only the 1st Defendant to be a party to the Written Loan Agreement, as requested by the Defendants, with the clear Page 43 of 49 understanding and agreement that both Defendants would be bound by and benefit from the principal Loan Agreement. The 2nd Defendant’s repayments, his coordinated legal strategy with the 1st Defendant, and their shared benefit from the loan are all consistent with conduct demonstrating that both Defendants were bound by the principal Loan Agreement. Execution of the Written Loan Agreement iii) I find that the 1st Defendant did in fact sign the Written Loan Agreement dated 18.8.2020. His denial is unconvincing, and his failure to challenge the authenticity of the agreement, or to call any expert witness to dispute it, further undermines his credibility. Disbursement of the RM3,500,000 Cash iv) I am satisfied that the RM3,500,000 in cash was handed over to both Defendants at Hong Leong Bank Bukit Damansara on 18.8.2020. The evidence provided by the Plaintiffs is overwhelming and convincing, while the Defendants’ alternative explanations for their presence at the bank are: a) Implausible and lacking credibility; b) Unsupported by any contemporaneous documentation; Page 44 of 49 c) Contradicted by their own subsequent conduct; and d) Too coincidental to be accepted as truthful. Receipt of the Loan Sum (RM3,500,000) v) I find that both Defendants received the RM3,500,000 as a friendly loan from the 1st Plaintiff. This conclusion is essentially supported by: a) The undisputed cash withdrawal by the 1st Plaintiff at Hong Leong Bank Bukit Damansara on 18.8.2020; b) The presence of all parties at the same bank on the same date and time; c) The execution of the Written Loan Agreement on the same day; d) The Defendants’ subsequent payments to the Plaintiffs; and e) The contemporaneous documentary and digital evidence. Overall Findings on the Central Issue vi) Accordingly, I find that: Page 45 of 49 a) The friendly Loan Agreement for RM3,500,000 was entered into between the 1st Plaintiff and both Defendants. b) At the Defendants’ request, the 1st Plaintiff agreed that the Written Loan Agreement would be executed between the 1st Plaintiff and the 1st Defendant. Nevertheless, both Defendants would remain jointly responsible for the repayment of the loan under the terms of the Loan Agreement. c) The loan amount of RM3,500,000 was disbursed to the Defendants on 18.8.2020 at Hong Leong Bank Bukit Damansara. d) The payments totalling RM1,764,000 made by the Defendants were, in fact, repayments of the loan under the Loan Agreement and are not independent loans given by the Defendants to the Plaintiffs. J]

Based on my findings, I am satisfied that the Plaintiffs have proven their case on a balance of probabilities. I find no merit in the Counterclaims advanced by the 1st and 2nd Defendants.

It is also noteworthy to mention that the Plaintiffs’ business dealings with the 1st Defendant and their related companies Page 46 of 49 similarly ended poorly. The evidence highlights several business relationships spanning entities such as Tahmah Biotech Sdn Bhd, Tahmah Meditech Sdn Bhd, Genesis Gateway Sdn Bhd, and Genesis Biopharma Sdn Bhd. These included LKLAM’s commercial arrangements, a conditional share sale agreement, and the 1st Plaintiff’s significant personal investment in the 1st Defendant’s Sinovac Project through Genesis Biopharma Sdn Bhd.

Like the present matter, these dealings also deteriorated, leading to legal action by the 1st Plaintiff and/or his related companies against the 1st Defendant or his associates or related companies, including Suit No. WA-22NCC-349- 08/2021 and Winding Up Petition No. WA-28NCC-800- 11/2021.

For the reasons set out above, I make the following orders: i) The Plaintiffs’ claim is allowed against the Defendants jointly and severally on the following terms: a) The Defendants shall pay the 1st Plaintiff the sum of RM1,736,000 forthwith; b) A declaration that the 1st Plaintiff does not owe the 2nd Defendant the sum of RM1,500,000 as a friendly loan by the 2nd Defendant to the 1st Plaintiff; Page 47 of 49 c) The 2nd Plaintiff does not owe the 1st Defendant the sum of RM264,000.00 as a friendly loan by the 1st Defendant to the 2nd Plaintiff; d) Interest on the said debt at the rate of 5% per annum from the date of judgment until full settlement; and e) The 1st Defendant and 2nd Defendant shall, jointly or severally, pay costs in the sum of RM90,000.00 to the Plaintiffs; and ii) The Counterclaims of the 1st Defendant and 2nd Defendant are dismissed. Dated this 17th day of September, 2025 -SGD- (WAN MUHAMMAD AMIN BIN WAN YAHYA) JUDGE HIGH COURT OF MALAYA, (COMMERCIAL DIVISION (NCC 3)) HIGH COURT OF KUALA LUMPUR IN THE FEDERAL TERRITORY, MALAYSIA Page 48 of 49 COUNSEL FOR THE PLAINTIFFS : Datuk Chong Loong Men (Terrence Lee Rohui, Tan Su Ning and Kang Zhi Han together with him) Messrs Terrence Lee & Co. C2-3-6, Solaris Dutamas, No. 1, Jalan Dutamas 1, 50480 Kuala Lumpur Tel: 03-64136043/6042 Emel: general@terrencelee.com.my COUNSEL FOR THE 1ST DEFENDANT : Kisho Kumar Messrs The Chambers Of Kisho No. 71A-2, Petaling Utama Avenue, Jalan PJS 1/50, 46150 Petaling jaya, Selangor Tel: 03-77730559 Emel: office@npkchambers.com COUNSEL FOR THE 2ND DEFENDANT : Angie Tan Yi Chyuin (Ille Maryam together with her) Messrs Christopher Yeo & KP Chang Unit 9.08, Menara MBMR, No.1 Jalan Syed Putra, 58000 Kuala Lumpur Tel: 03-27031605 Emel: general@cclaw.com.my LEGISLATION / RULES CITED Evidence Act 1950 ▪ Section 45 Page 49 of 49 ▪ Section 91 ▪ Section 92 ▪ Section 103

Director-General of Inland Revenue v. Ee Sim Sai [1977] 2 MLJ 32

Floral Trends Ltd v Li Oon Floral Enterprise (M) Sdn Bhd [2006]

Tan Swee Hoe Co Ltd v. Ali Hussain Bros [1980] 2 MLJ 16

Sri Kelangkota-Rakan Engineering JV v. Arab-Malaysian Prima