Tariq Hussin Bin Hj. Akhtar Husin v Ishak Bin Yeop Hamzah (WA-22NCC-628-09/2024)

1 Dalam Mahkamah Tinggi Malaya Di Kuala Lumpur Dalam Negeri Wilayah Persekutuan Kuala Lumpur, Malaysia (Bahagian Dagang) Guaman Sivil No. : WA - 22 NCC - 628 - 09 / 2024 Antara 1) Tariq Hussin bin Hj. Akhtar Husin (Beroperasi di bawah nama dan gaya Akademi Hadis & Tahfiz Alquran Al Hussin) 2) Bahiyah binti Ab Raup ... Plaintif-Plaintif Dan 1) Ishak bin Yeop Hamzah 2) Zafa Security Services Sdn Bhd - Defendan Grounds of Judgment Introduction

1. The Plaintiffs seek a declaration that the 1st D1 holding 360,000 shares in the 2nd Company 1st Plaintiff P1 , and for a transfer of the same. After a full trial, I dismissed s action. Here are my reasons. Background facts

2. The Company is involved in the business of providing security services. The Company comes under the purview of the Ministry of Home KDN , and is subject to the provisions of the Private Agencies Act 1971. In order for the Company to conduct its security services 18/05/2026 08:09:10 WA-22NCC-628-09/2024 Kand. 96 **Note : Serial number will be used to verify the originality of this document via eFILING portal 2 business, it has to obtain a security services company license from the KDN, which must then be renewed on a yearly basis. At all material times, the Company has held the said license.

3. D1 is the founder of the Company. He is currently the director and majority shareholder of the Company. He previously served in the army, and held the rank of Major General of the Malaysian Armed Forces. It was due to his status as a retired Major General, that the Company was able to obtain the security services company license issued by the KDN.

4. P1 is the sole proprietor of Akademi Hadis & Tahfiz Alquran Al Hussin Tahfiz ). Tahfiz is a religious school. P1 is also a shareholder and director of another licensed security services company called The Millenium Territory Sdn Bhd.

5. The 2nd Plaintiff Wife is the wife of P1. Her role in this matter encompasses the following: - (a) she is the nominee for P1; (b) she is the headmistress of Tahfiz; and (c) she is presently a director of, and 30 % shareholder in, the Company.

6. P1 and D1 were introduced to each other via a mutual acquaintance by the name of Shahrul (i.e. PW3). Following the introduction, various discussions regarding the sale and purchase of the shares in the Company were conducted between P1 and D1. The discussions resulted in an agreement in principle. This was subsequently reduced into a handwritten document dated 28.11.2018 handwritten document handwritten document is reproduced below. **Note : Serial number will be used to verify the originality of this document via eFILING portal 3

7. According to the Plaintiffs:- (a) P1 agreed to purchase 90 % of the shares in the Company at a price of RM 220,000; (b) D1 shall receive a remuneration of between RM 2,500 to RM 4,000 commencing January Tahfiz; (d) On paper, D1 holds 40 % of the shares in the Company, and Tahfiz holds 60 % of the shares in the Company; (e) Pursuant to a side agreement, D1 holds 10 % of the shares in the Company, while Tahfiz holds 90 % of the shares in the Company; and (f) 10 % of the profits generated by the Company shall be paid to D1 annually, following audit.

8. The Defendants offered a different narrative. According to D1 : **Note : Serial number will be used to verify the originality of this document via eFILING portal 4 60 % of his shares in the Company at a price of RM 230,000. Namely:- (i) 30 % shares to P1; and (ii) 30 % shares to PW3. would be entitled to receive 90 % of the revenue derived from future government contracts. D1 admits signing the said trust deed. However, he did not sign it with any intention to put the shares which he held in the Company on trust for P1, or anyone else for that matter. He was under the impression that it was merely a document setting out the monthly allowance which he was to receive from the proposed sale of 60 % of his shares in the Company. % of the shares in the Company. **Note : Serial number will be used to verify the originality of this document via eFILING portal 5 proceeded to serve time in prison. He was released on parole in September 2023. P1. This was due to the stringent requirements laid down by the KDN vide its circulars which provide, among others, that shareholders are required to pass a security vetting process in order for the KDN to approve any change to the shareholding of a licensed security services company.

9. In July 2020, the Company issued 100,000 new shares, bringing the total issued share capital of the Company from 500,000 shares to 600,000 shares. 30,000 of the additional new shares (30 %) were allotted to the Wife, while the remaining 70,000 new shares (70 %) were allotted to D1. **Note : Serial number will be used to verify the originality of this document via eFILING portal 6 The Plaintiffs claim D1 to transfer the shares belonging to Tahfiz, as agreed under the handwritten document. To date, D1 holds 360,000 shares in the Company on behalf of Tahfiz, and has refused to transfer the same. This amounts to a breach of contract. 19) A declaration that the First Defendant holds 360,000 shares in the Second Defendant on trust for the First Plaintiff. 20) An order that the First Defendant transfers 360,000 shares in the Second Defendant to the First Plaintiff and / or its nominee. 21) Further and / or in addition to the reliefs above, damages for breach of contract. 22) General damages to be assessed. The Defendants defence for the transfer of 90 % of the shares in the Company to P1. shares. The Wife currently owns 180,000 shares. In the event another 360,000 shares (as prayed for in the statement of claim) is transferred to **Note : Serial number will be used to verify the originality of this document via eFILING portal 7 the Plaintiffs, 360,000 plus 180,000 shares would make 540,000 shares, which equates to 90 % of the shares in the Company.

14. efence is this : Company on trust for P1. Enforcement of such an agreement would be contrary to public policy. Issues to be tried **Note : Serial number will be used to verify the originality of this document via eFILING portal 8 1) Whether the Defendants have breached the agreement dated 28.11.2018 [i.e. the handwritten document] entered into with the First Plaintiff; 2) Whether the First Defendant holds 360,000 shares in the Second Defendant on trust for the First Plaintiff; 3) Whether the Plaintiffs are entitled to the reliefs as claimed at paragraphs 19 - 25 of the Statement of Claim.

18. as follows : 1) Whether the 1st Plaintiff can hold shares in the 2nd Defendant. 2) Whether the purported agreement dated 28.11.2018 is valid and enforceable. If so, whether the Defendants have breached the agreement dated 28.11.2018. entered into with the 1st Plaintiff. 3) Whether the purported Nominee Trust Deed in Respect of Shares agreement dated 1.2.2019 is valid and enforceable. 4) Whether the purported agreement dated 2.7.2019 is valid and enforceable. 5) Whether the 1st Defendant holds on 360,000 shares in the 2nd Defendant on trust for the 1st Plaintiff. If so, whether the 1st Defendant can hold shares in the 2nd Defendant for the 1st Plaintiff. 6) Whether the Plaintiffs are entitled to the reliefs as claimed in paragraphs 19 - 25 of the Statement of Claim. **Note : Serial number will be used to verify the originality of this document via eFILING portal 9 Burden of proof The alleged side agreement does not exist **Note : Serial number will be used to verify the originality of this document via eFILING portal 10 document does not assist the Plaintiffs. Off the bat, a plain reading of the handwritten document reveals no terms expressly evincing an agreement by D1 to sell 90 % of his shares in the Company to P1. intention to purchase 90 % of the shares in the Company. That is not surprising, given that the idea of purchasing 90 % of the shares in the Company came from P1 himself. However, D1 says that he was only prepared to part with 60 % of his shares in the Company. It follows that there is no clear term evidencing the sale of 90 % of the shares in the Company by D1 to P1. Butterworth (Penang) Sdn Bhd & Anor [2024] 4 MLJ 340 at 358, the Court of Appeal cited Chitty on Contracts (33rd Ed) on the same : After all, the leading textbook Chitty on Contracts (33rd Ed) clearly explains , including when there is a need, like in the present case, for further discussions, in the following terms : **Note : Serial number will be used to verify the originality of this document via eFILING portal 11 2 - 120 Agreement in principle only. Parties may reach agreement on essential matters of principle, but leave important points unsettled so that their agreement is incomplete. It has, for example been held that there was no contract where an agreement for a lease failed to specify the date on redevelopment and disposal of residential property, which specified core terms but left important matters, such as the timing of the project, for future binding contract at 818, which said : [12] Accepting for a moment that a resolution is capable of being construed as the agreement, in order that this resolution may be considered as a valid agreement in the terms claimed by the plaintiff, it must contain the essential elements of an agreement or contract. It must provide for the parties, the subject matter, the price and most important, the intention to create a legal relationship between these parties. Alternatively, the document must be capable of deducing the intention of the parties to form a legal relationship and the existence of a concluded contract. (supra) is a resolution, and hence different from the subject matter in the present case. Nonetheless, the principle remains applicable. An intention to create a legal relationship, as well as agreement to the basic terms, are fundamental elements for a valid contract to exist. Here, those elements are absent. No agreement exists which provides for D1 to sell 90 % of his shares in the Company to P1. **Note : Serial number will be used to verify the originality of this document via eFILING portal 12 an exchange of WhatsApp messages between D1 and P1 dated 19.12.2018, which is reproduced below. 2 MLJ 81 at 94, the Court of Appeal opined that the courts will not lend aid to the enforcement of an incomplete agreement : **Note : Serial number will be used to verify the originality of this document via eFILING portal 13 Pty Ltd (1982) 149 CLR 600 referred to the renewal clause in a lease which provided that renewal of the lease shall be at such rental : may be mutually agreed between the lessor and the lessee and failing agreement then such rental as may be fixed by an arbitrator nominated in accordance with the provisions of cl 3.04 (b) but in any event the rental shall not be less than the rental payable in the last year of the first term. The judgment, I think, succinctly states the law on the point at p 604 of the report: It is established by authority, both ancient and modern, that the courts will not lend their aid to the enforcement of an incomplete agreement, being no more than an agreement of the parties to agree at some time in the future Ambiguity and inconsistencies in the handwritten document (Shahrul) in the handwritten document : **Note : Serial number will be used to verify the originality of this document via eFILING portal 14 arrangement was for him to sell 60 % of his shares in the Company. Of which, 30 % shares are to be held by P1, and the other 30 % shares are to be held by PW3. P1 confirmed the same under cross - examination. Shahrul : (i.e. that according to the handwritten document, P1 has purchased 90 % of the shares in the Company), that would mean P1 has purchased only 315,000 shares (i.e. 90 % of 350,000 shares) at that point in time pursuant to the handwritten document. But specifically for the transfer of 360,000 shares in the Company. shares or 90 % of 350,000 shares of the Company, that D1 purportedly agreed to sell and P1 purportedly agreed to purchase? The inconsistency and ambiguity of the terms of the handwritten document renders it **Note : Serial number will be used to verify the originality of this document via eFILING portal 15 unenforceable. If there was indeed a final agreement for D1 to sell 90 % of his shares in the Company to P1, one would reasonably expect it to be recorded in a proper agreement.

(ii) Second term

(iii) Third term intends to purchase 90 % shares of the Company. However, the second term indicates that Tahfiz, a sole proprietorship business, will hold 60 % shares of the Company. In addition, the third term indicates that P1 and PW3 will hold the shares of the Company. This again demonstrates the discrepancies that undermines the handwritten document. **Note : Serial number will be used to verify the originality of this document via eFILING portal 16 Tahfiz cannot purchase or hold shares. On top of that, the KDN circular stipulates that the shares of licensed security services companies must be held by individuals only. P1 at Q&A 1 and 2 of his supplemental witness statement, whereby he stated that it was not him, but the Wife, who would hold the shares of the Company. This contradicts the terms stated in the handwritten document. Other terms in the handwritten document were not complied with D1 is to be paid a monthly allowance from January 2019 onwards; (b) all costs are to be borne by P1; and (c) the items in the Ampang office are to be valued and cash to be given to D1. D1 has at all material times bore and paid the annual costs of renewing the security services company license, as well as the Persatuan Industri Keselamatan Malaysia (PIKM) yearly membership fees. D1 testified that he had never received the aforesaid monthly allowance from the Company. **Note : Serial number will be used to verify the originality of this document via eFILING portal 17

47. their claim is misconceived. They had only resorted to relying on the handwritten document since there is no documentary evidence to show that there was a complete agreement for the sale of 90 % of D1 in the Company to P1. Summary

48. document. Recall .e. for D1 to transfer 360,000 shares of the Company to the Plaintiffs. However, the handwritten document does not support the relief now sought by the Plaintiffs.

49. , i.e. that D1 had agreed to sell 90 % of his shares in the Company to P1, such agreement does not entitle the Plaintiffs to the relief presently sought. claim, when examined against the undisputable shareholding structure of the Company at the different material points in time, does not add up. shares. The Wife currently holds 180,000 shares; whilst the remaining 420,000 shares belongs to D1. shares from D1 to the Plaintiffs. **Note : Serial number will be used to verify the originality of this document via eFILING portal 18 Company.

51. on the Nominee Trust Deed in respect of Shares dated 1.2.2019 ( Trust Deed ) is encapsulated in Q&A 14 of witness statement : confirmation of the sale of the company to me, the parties executed a Nominee Trust Deed in Respect of Shares on Saya telah sediakan dokumen Nominee Trust Deed tersebut untuk merekodkan perjanjian pihak - Dato 40 % Tahfiz 60 menyatakan peratus. Nominee Trust Deed adalah untuk membuktikan bahawa 30 % daripada 40 % saham Zafa Security yang di pegang Dato Ishak tersebut merupakan 30 % adalah di pegang oleh Dato Ishak bagi pihak saya dan / atau Tahfiz. Hanya 10 % saham Zafa Security milik Dato Ishak yang sebenarnya. **Note : Serial number will be used to verify the originality of this document via eFILING portal 20 2 MLJ 614, the Supreme Court identified the three certainties required for a valid trust. Namely certainty of words, certainty of subject and certainty of object. The Supreme Court said (at page 624) : three essentials of a valid trust are : (a) certainty of words; (b) certainty of subject; and (c) certainty of object. Looking at the seven trust deeds except for that in Civil Appeal No 5, there is certainty of words and also there is certainty of object, ie the names of beneficiaries, but there is no certainty of subject, ie trust property, viz the lands, because the beneficial ownership of the lands passed to the purchasers of those subsidiary agreements of sale and purchase in 1969 when the sale of these lands took place, ie before the trust deeds were executed. [2019] 3 MLJ 281 at 295, the Federal Court held : Now, reverting to the basics, it is a settled principle of law that in order for the legal relationship of trustee and beneficiary to come into existence as regards express private trusts, three essential features must be present. They are (a) certainty of words; (b) certainty of subject; and (c) certainty of object . Company, which the Plaintiffs contend D1 is holding on trust for P1. The bears reiterating. It is for a declaration that D1 is holding **Note : Serial number will be used to verify the originality of this document via eFILING portal 21 on trust 360,000 shares of the Company for P1, and for the transfer of the same to P1 or his nominee.

Whereas A) The Beneficiary [i.e. P1] has transferred or caused to be transferred or caused to be issued in to the name of the Trustee [i.e. D1] (who s already has 10,000 ordinary shares) 30,000 ordinary shares in capital of Zafa Security Services Son Bhd (Co. No. : 1042545 - D) (the Trust Estate ). B) The transferred has caused The Trustee hereinafter to have a total of 40,000 ordinary shares in capital of The Trust Estate.

59. The term above provides that D1 holds 40,000 shares of the Company on trust for P1 . (See paragraph 12 of the statement of claim). However, the number of shares stipulated in the Trust Deed, and subsequently advanced by the Plaintiffs in their statement of claim, is erroneous.

60. In the circumstances, the requirement of certainty in the subject is not met in the present case. This being so, the trust purportedly created pursuant to the Trust Deed, if any, ought to accordingly fail.

61. Notwithstanding the above, the Plaintiffs subsequently tried to deviate from their pleaded position in respect of the Trust Deed via supplementary witness statement, filed on the eve of the trial. This new explanation states mean percentages. Presumably, though not clearly articulated, that 10,000 ordinary shares were supposed to represent 10 %, and so forth.

62. The rule that parties are bound by their pleadings is well traversed. (See the Federal Court case of Munchy Food Industries Sdn Bhd v Huasin Food Industries Sdn Bhd [2022] 1 MLJ 377 at [41]; the Court of Appeal case of Kuan Pek Seng @ Alan Kuan v Robert Doran & Ors and other appeals [2013] 2 MLJ 174 at [19]). **Note : Serial number will be used to verify the originality of this document via eFILING portal 23

63. In Cecilia Lau Heng Siong v Donald Ting Chung Ling [2019] 1 LNS 1952; [2019] MLJU 1424, the High Court was faced with a situation not too dissimilar to the present case. Wherein there was an attempt to depart from a pleaded position via a witness statement. The High Court said : The Respondent in paragraph 3 of the Answer to Petition, admitted that it was at his request and behest that the Petitioner withdrew her savings or HSBC Bank shares which the Petitioner had invested in whilst working at HSBC Bank for the purpose of [36] Respondent then departed from his pleading and averred as follows :

(1) The HSBC shares were the investments I joint savings of both the Petitioner and the Respondent;

(2) shares;

(3) The Petitioner had passed to the Respondent, the sum of RM

(4) The Respondent had reimbursed the Petitioner the sum of RM 100,000.00. [37] It is noted that contrary to what was admitted at paragraph 3 of the Answer then contended that the HSBC shares were investments / joint savings of the Petitioner and the Respondent. Thus this Court finds that such new allegations is a deviation from his pleadings. In the light of such deviation this Court finds that his testimony is not credible

64. regarding the contents of the Trust Deed represents a departure from pleadings, and should not be countenanced by the court. It is noteworthy that the Trust Deed was prepared by the Plaintiffs themselves, and subsequently submitted by them for stamping. If they intended for the Trust Deed to denote percentages, it ought to be clearly stated in the same. **Note : Serial number will be used to verify the originality of this document via eFILING portal 24

65. To compound matters, no attempt was made by the Plaintiffs to amend their pleadings to reflect the proposed change. Instead, this was only raised via a supplemental witness statement tendered on the eve of the trial. This deprived the Defendants of an opportunity to reply to the same, as recognised by the Court of Appeal in Wong See Leng v C Saraswathy Ammal [1954] 1 MLJ 141 at 143 : to amend her pleadings. If such application had been made, the Court might not, in view of the nature of the amendment, have allowed such amendment, but if it had the appellant would have been given the opportunity of putting in a further

66. Even if I were to accept P1 new explanation regarding the Trust pointed out earlier, the . To wit, for a declaration that D1 holds 360,000 shares in the Company on trust for P1, and for the transfer of the same to P1 or his nominee. Stripped to its core, what the Plaintiffs seek is 90 % of the shares of the Company. The calculation is this:- 360,000 shares allegedly held by D1 on trust, combined with the 180,000 shares presently held by the Wife, to make up that 90 %.

67. This premise is flawed. When the Trust Deed was executed in December 2018, the total issued share capital of the Company stood at only 500,000 shares. The additional 100,000 shares were only issued in July if D1 is holding 30 % shares on trust for P1, that would amount to only 150,000 shares (i.e. 30 % of 500,000 shares) does not hold water. **Note : Serial number will be used to verify the originality of this document via eFILING portal 25 Any agreement have been superseded by the subsequent transfer of shares to the 2nd Plaintiff

68. Furthermore, any agreement between D1 and P1 has since been superseded by a subsequent arrangement in May 2019. Namely, the transfer of 150,000 shares of the Company (representing 30 % shares at that material time) to the Wife who, by P1 This transfer of shares was coupled with the appointment of the Wife as a director of the Company. P1 conceded under cross - examination that this transfer of shares to his Wife, and her appointment as a director, has resulted in a new agreement between the parties.

69. The transfer of shares to his Wife came about after P1 was charged and subsequently convicted under the Penal Code. P1 served jail time as a result of his conviction. He was released on parole in September 2023. At no point did the Plaintiffs object to the transfer of the 30 % shares to the Wife, or her appointment as a director of the Company. On the contrary, the Wife accepted the appointment and assumed her role as a director of the Company. She participated in the management and operations of the Company. This state of affairs continued after P1 release from prison.

70. Further, when the issued share capital of the Company was increased by 100,000 new shares in July 2020, 30,000 of the new shares were allotted to the Wife. The same was accepted by her without protest. This was not merely a single act consistent and subsequent conduct of acceptance solidifies the fact that any purported agreement for D1 to sell 90 % of his shares to P1 had been superseded by the same. **Note : Serial number will be used to verify the originality of this document via eFILING portal 26

71. existence of any earlier agreement. They cannot now approbate and reprobate. The Plaintiffs are estopped from asserting or seeking to enforce the alleged prior agreement. I refer to the following authorities.

72. In Ayer Hitam Tin Dredging Malaysia Bhd v YC Chin Enterprises Sdn Bhd [1994] 2 MLJ 754 at 763 - 764, the Supreme Court observed that the contractual agreement may be inferred from their conduct. The court will generally apply an objective or reasonable man test.

73. In Genneva Malaysia Sdn Bhd v Tio Jit Hong & Ors [2020] 6 MLJ 703, the Court of Appeal held that, apart from writings, the conduct of parties may amount to acceptance. The court found that the defendant s acceptance of payments, and use of those payments for its benefit, constituted conduct evidencing acceptance of the offers made by the plaintiffs. The court stated that by such conduct, the defendant was estopped from denying the existence of a valid and binding contract.

74. The Court of Appeal held (at page 722) : In our view, the fact that the defendant having accepted the offers which with having accepted the offers made by the plaintiffs. By the defendant own conduct, the defendant is therefore estopped from denying that there is a valid and binding contract between Contravention of the circulars **Note : Serial number will be used to verify the originality of this document via eFILING portal 27

75. Even if I were to find that there existed a valid agreement for D1 to sell 90 % of his shares in the Company to P1, such an agreement would be unenforceable for illegality. Any such arrangement would be in contravention of the and, as such, would be contrary to public policy.

76. Section 24 of the Contracts Act 1950 reads : What considerations and objects are lawful, and what not The consideration or object of an agreement is lawful, unless -

77. In Merong Mahawangsa Sdn Bhd & Anor v Dato Shazryl Eskay bin Abdullah [2015] 5 MLJ 619 at 631, the Federal Court expounded : [16] Section 24 of the Act stipulates five circumstances in which the consideration or object is unlawful, namely, where (a) it is forbidden by a law; (b) it is of such a nature that, if permitted, it would defeat any law; (c) it is fraudulent;

78. In Yogananthy a/p AS Athambaiya v Harta Pusaka Idris bin Osman [2020] 5 MLJ 455, the Federal Court explained the operation of section 24 of the Contracts Act 1950 : We wish to reiterate that under s 24 (a), there is a clear demarcation between voiding an agreement which consideration or objective is illegal and one which is regarded by the court as being immoral or being opposed to public policy. An illegal agreement is void by virtue of s 24 (a) and an agreement may also be void because to enforce it would be opposed to public policy. Voiding an agreement under s 24 (e) on account of it being opposed to public policy appears in the same provision that voids an agreement premised on the fact that its consideration or objective is regarded by the court to be immoral. Applying the ejusdem generis principle of statutory interpretation, the impugned latter word in the sub - s 24 (e) provision must be construed to be in tandem with the flavour of what the earlier word that precedes it. In other words, an agreement that is to be voided on the ground of public policy has to be proven to be one more akin to it being an immoral, rather than it is an illegal agreement. In other words, sub - s (e) to s 24 of the CA 1950 is a provision which caters for a specific category of agreements which consideration or object is regarded as being either immoral or against public policy in the estimation of the court in the circumstances of the case. What is also clear from a reading of that s 24 (e) of the CA 1950 is that the element of illegality or contravention of any statutory provision as a basis for voiding an agreement under it is conspicuous by its clear omission (see the Supreme Court case of Chung Khiaw Bank Ltd v Hotel Rasa ). That omission is to our minds a deliberate act by the drafters because any consideration of illegality in voiding an agreement has been housed under s 24 (a) and (b) of the CA 1950. To contend that in considering the applicability of s 24 (e) one ought to take into account the illegality element in considering public policy would, in effect render the provisions under s 24 (a) and

79. The Federal Court decision in Yogananthy (supra) is instructive. The Federal Court opined that in voiding an agreement as unenforceable on the ground of public policy under the section 24 (e) of the Contracts Act 1950, one looks at, among others, the element of honesty, or rather, the lack thereof.

80. Against that backdrop, the alleged agreement in the present case falls within the mischief contemplated under section 24 of the Contracts Act 1950. Its enforcement would result in a breach of the latory framework. The relevant requirements laid down by the KDN are set out below.

81. On the evidence, P1 falls foul of these requirements. First, he is a director and shareholder of another licensed security services company, i.e. The Millenium Territory Sdn Bhd. Second, he is a convicted person, and may therefore be unable to satisfy the ing requirements. **Note : Serial number will be used to verify the originality of this document via eFILING portal 31

82. The inference is inescapable. The arrangement involving Tahfiz and the Wife was a device designed to circumvent the framework, while enabling P1 to retain control of the Company through a nominee structure. This is borne out by the evidence. The Wife herself confirmed that she was appointed to represent the interests of Tahfiz in the Company. P1 admitted under cross - examination that a direct transfer of the shares of the Company to him would contravene the requirements. In other words, the arrangement was intentionally structured to avoid regulatory scrutiny. Such lack of candour and transparency is precisely the mischief identified by the Federal Court in Yogananthy (supra).

83. Further, it is important to give heed to the purpose underpinning the Namely, the Private Agency Circular No. 1 of Year 2010 and the Private Agency Circular No. 4 of Year 2010, both of which were produced in the Common Bundle of Documents. As reflected in the circulars themselves, the restrictions were introduced to address specific regulatory concerns : 4) Walau bagaimanapun, Kementerian mendapati sejak akhir-akhir ini terdapat kecenderungan syarikat kawalan keselamatan melakukan penstrukturan lembaga pengarah dan pemegang saham syarikat tanpa kebenaran / kelulusan Kementerian seperti :

4.1 pengarah / pemegang saham dari kalangan bekas polis atau tentera atau penjawat awam gred 52 ini melepaskan pegangan saham 30 % dalam tempoh yang singkat selepas kelulusan lesen agensi persendirian di peroleh;

4.2 menukarkan pegangan ekuiti saham individu kepada pegangan saham perbadanan atau syarikat; dan

4.3 menjadi pengarah / pemegang saham atau pengurus lebih daripada sebuah agensi persendirian. **Note : Serial number will be used to verify the originality of this document via eFILING portal 32 Garis Panduan Mengenai Pertukaran Ahli Lembaga Pengarah / Pemegang Saham Syarikat Kawalan Keselamatan 5) Kementerian melihat perkara ini berlaku kerana tiada dasar dan peraturan yang jelas mengenainya menyebabkan syarikat melakukan perubahan Lembaga pengarah dan saham tanpa kebenaran dan kelulusan Kementerian terlebih dahulu. Justeru bagi menjamin kawalan ke atas syarikat berterusan maka Kementerian telah membuat ketetapan berikut :

5.1 sebarang pertukaran pengerusi, pengarah urusan / pengarah eksekutif, pengarah atau pemegang saham hendaklah mendapat kelulusan terlebih dahulu daripada Menteri Dalam Negeri;

5.2 pengarah / pemegang saham dari kalangan bekas polis atau tentera atau penjawat awam gred 52 (sektor keselamatan) perlu berada dalam syarikat sekurang - kurangnya untuk tempoh 10 tahun;

5.3 sebarang pertukaran pengarah / pemegang saham dari kalangan bekas polis atau tentera atau penjawat awam gred 52 (sektor keselamatan) yang kurang dari tempoh 10 tahun yang di benarkan dengan syarat melibatkan kes kematian atau muffis atau masalah kesihatan (pengesahan doctor Kerajaan di perlukan). Pertukaran / penggantian boleh di lakukan kepada waris terdekat atau jika tiada, penggantian boleh di lakukan dengan bekas polis atau tentera atau penjawat awam (sektor keselamatan) sekurang - kurangnya yang sama taraf;

5.4 seseorang pengarah / pemegang saham tidak di benarkan menjadi pengarah / pemegang saham kepada lebih dari sebuah agensi persendirian;

5.5 pemilikan ekuiti saham oleh individu;

5.6 pegangan saham syarikat di miliki oleh bumiputera sebanyak 70 %; dan

5.7 pemilikan saham dan syarikat adalah milik warganegara.

84. As per the excerpt above, the KDN has specifically identified the risk of overlapping ownership and control across multiple security services companies. A similar concern arises in relation to the security vetting **Note : Serial number will be used to verify the originality of this document via eFILING portal 33 requirement. The KDN had identified instances of non - compliance, where individuals were bypassing the mandatory vetting process altogether : 4) Walau bagaimanapun, Kementerian mendapati sejak kebelakangan ini banyak rungutan dan rasa tidak puas hati di kalangan orang awam mengenai kelemahan perkhidmatan syarikat agensi persendirian. Selain itu, Kementerian juga mendapati terdapat banyak syarikat agensi persendirian melakukan kesalahan teras di bawah Akta dan peraturan yang di tetapkan. Antara kesalahan-kesalahan adalah seperti berikut :

4.1 kesalahan teras di bawah Akta

4.1.1 tidak memperbaharui lesen;

4.1.2 tidak melakukan tapisan keselamatan;

4.1.3 tidak mematuhi syarat dan warna pakaian seragam; dan 4.1.4 tidak mempunyai kad pengawal keselamatan.

85. The Defendants subpoenaed an officer from the KDN (i.e. DW2) to testify concerning the the KDN to govern the management of licensed security services companies. PW2 was the KDN officer who approved the license granted to the Company for the years 2023 and 2024.

86. PW2 explained the requirements imposed by the KDN on the management and shareholding structure of a licensed security services company, as well as the underlying purpose of the same. The following matters are highlighted :

87. The present arrangement strikes at the very heart of these safeguards. It is, in substance, an attempt to do indirectly what cannot be done directly. In the premises, to enforce such an agreement would be to sanction a deliberate circumvention of the is something the court ought not to countenance.

88. Guidance may be drawn from the Privy Council decision in Palaniappa Chettiar v Arunasalam Chettiar [1962] 1 MLJ 143. The brief facts are these. The respondent, who owned 99 acres of land, subsequently acquired an additional 40 acres and purported to transfer the same to his son, the appellant. It was later revealed that the transfer to the appellant was done for a collateral purpose. No consideration was paid for the 40 acres, and the respondent contended that the appellant held the land on trust for his benefit.

89. The court found that the transfer was orchestrated by the respondent in order to evade the provisions of the Rubber Regulations (No. 17 of 1934), which distinguished between holdings of less than 100 acres and **Note : Serial number will be used to verify the originality of this document via eFILING portal 35 those exceeding 100 acres. Where an individual held more than 100 acres, permissible production was determined by an Assessment Committee; conversely, where the holding was less than 100 acres, it fell within the purview of the local district officer.

90. The Privy Council allowed the appeal, finding that the respondent had The Privy Council held (at page 145 - 146) : explanation why the transfer took the form it did: and the explanation that he gave disclosed that he made the transfer for a fraudulent purpose, namely, to deceive the public administration into thinking that he only held 99 acres of land and his son 40 acres, whereas in truth he himself meant to hold the whole 139 acres. Once this disclosure was made by the father, the Courts were bound to take notice of it, even though the son had not pleaded it, see Scott v Brown, Doering, McNab & Co [1892] 2 QB 724. What then was the effect of this disclosure? If the fraudulent purpose had not been carried out, there might well have been room for repentance and the father might have been allowed to have the land re - transferred to him, as in the cases to which Mr. Stabb referred such as Davies v Otty (1865) 35 Beav 208 and Symes v Hughes (1870) LR 9 Eq 475, to which might be added Petherpermal Chetty v Muniandy Servai (1908) 24 TLR 462 where the subject was fully considered by their Lordships Board. But where the fraudulent purpose has actually been effected by means of the colourable transfer, there is no room for repentance. The father has used the transfer to achieve his deceitful end and cannot go back on it. He cannot use the process of the Courts to get the best of both worlds - to achieve his fraudulent purpose and also to get his property back. The Courts will say Ali [1960] MLJ 52; [1960] AC 167 177 and Kiriri Cotton Co Ltd v Dewani [1960] AC 192 at pages 202 - 3. But in the present case the father has of necessity to put forward, and indeed, assert, his own fraudulent purpose, which he has fully achieved. He is met No court will lend its aid to a man who founds his cause of action upon an immoral or an illegal act **Note : Serial number will be used to verify the originality of this document via eFILING portal 36 Lordships are of opinion that the Courts should not lend their aid to the father to obtain a re -

91. . Namely, to enable P1 to operate the Company whilst circumventing the regulatory framework imposed by the KDN. Notably, as in Palaniappa Chettiar (supra), the intended objective was achieved. P1 was effectively operating a security services business through his Wife and nominee. In the circumstances, and applying the same principle, the court ought not to lend its aid to the Plaintiffs.

92. The Plaintiffs complain that the Defendants did not plead illegality. The Plaintiffs contend that on the pleadings alone, the evidence led by the Defendants asserting illegality should be disregarded. However, the court is not only entitled but bound to take notice of illegality in a transaction, even if it is not specifically pleaded. allegation that the Defendants have deviated from their pleaded case. Alleged departure from the D

93. The Plaintiffs contend that the Defendants have departed from their pleadings on the following issues :

94. I disagree. In Iftikar Ahmed Khan v Perwira Affin Bank Bhd [2018] 1 CLJ 415, the Federal Court observed that only material facts need to be pleaded. The court reiterated that there is no need to plead law and evidence - material facts is sufficient.

95. The Federal Court said (at page 426 - 427): The function of pleading is to give fair notice of the case which has to be met : Rosita Baharum v. Sabedin Salleh [1993] 2 CLJ 300; [1993] 1 MLJ 393, Perniagaan Kinabalu (S) Sdn Bhd v. Sua Ah Yoke & Ham Jon See [2002] 1 LNS 348; [2002] MLJU 601. This is to prevent the opposing party from being taken by surprise by evidence which departs from pleaded material facts, for such evidence if allowed, will prejudice and embarrass or mislead the opposing party : See Superintendent of Lands and Surveys, 4th Division & Anor v. Hamit b. Matusin & Ors [1994] 3 CLJ 567; Raja Abdul Malek Muzaffar Shah Raja Shahruzzaman v. Setiausaha Suruhanjaya Pasukan Polis & Ors [1995] 1 CLJ 619; [1995] 1 MLJ 308. A good pleading should contain a statement of (1) facts, not law, (2) material facts only, (3) facts, not evidence, and (4) facts stated in a summary form : See Halsbury s Laws of England, 4th edn, Reissue, para. 13. [25] What are material facts? All facts which must be proved in order to establish the ground of claim or defence are material : Philip v. Philips [1878] 4 QBD 127 at 133, 134. Parties are bound by their pleadings. This is a rule which will be strictly enforced by the court. Thus, where a party s case is based on a contract and the other party to the contract is in breach of it, these material facts must be

96. In the present case, the necessary material facts have been pleaded, as explained below. The alleged side agreement **Note : Serial number will be used to verify the originality of this document via eFILING portal 38

97. The Plaintiffs rely on the handwritten document as forming the basis of the alleged side agreement. that the handwritten document does not evince any agreement for D1 to sell 90 % of his shares in the Company to P1. The Defendants submit that the Plaintiffs must prove the existence of the side agreement.

98. In order to succeed, the Plaintiffs must establish:- (a) the existence of the side agreement wherein D1 purportedly agreed to sell 90 % of his shares in the Company to P1; and (b) the subsequent breach of the same by D1. As discussed earlier, the Plaintiffs fail at the first hurdle - they have failed to prove the existence of any such side agreement.

99. On the issue of non - pleading, the Defendants have expressly denied the existence of the alleged side agreement in their statement of defence.

10.5 According to a side agreement, Ishak held 10 % of the shares in ZSSB, while Tariq (Tahfiz) held 90 % of the shar

8.5 The averments in paragraph 10.5 are denied and the Plaintiffs are demanded to prove the existence of another agreement;

100. The Plaintiffs sought to rely on paragraph 8 of the statement of defence as constituting an admission of the handwritten document. However, when read as a whole, there is no unequivocal admission of the terms now asserted by the Plaintiffs. The subsequent express denial at paragraph 8.5 of the statement of defence makes plain that the Defendants do not accept that there was any agreement for the sale of 90 % of the shares in the Company.

101. Further, the evidence demonstrates that D1 has consistently maintained, including under cross - examination, that there was never any agreement to sell 90 % of his shares in the Company. His intention was at all material times limited to a 60 % sale. I would consider the defence as a whole and give effect to the su

102. Insofar as there appears to be any inconsistency in the drafting of the defence, the Defendants say that such inconsistency arises from imperfect drafting of the defence by their former solicitors. It ought not to be construed as an admission of the Plaintiffs case. I accept that. It would make no sense otherwise - why would the Defendants go to this length to , if their intention was to simply admit to the contents of the handwritten document. What is material is the substance . To wit, that no agreement existed for the sale of 90 % of the shares of the Company. Any purported agreement was superseded by the transfer of shares to the 2nd Plaintiff **Note : Serial number will be used to verify the originality of this document via eFILING portal 40

103. The Plaintiffs contend that the Defendants failed to plead that any purported agreement between D1 and P1 had been superseded by the subsequent transfer of shares to the Wife, and her appointment as a director of the Company. It bears reiterating that it is undisputed that the Wife is acting for P1 as his nominee. P1 has been consistently clear on that. side agreement to affect any variation to its terms.

104. Whilst there is no express pleading in terms of supersession , the Defendants have, nevertheless, pleaded the material facts necessary to support such a position.

105. In addition, it is undisputed that the Wife did not raise any objection to either the transfer of shares or her appointment as director of the Company. In the premises, the Plaintiffs complaint on non - pleading is misplaced. The Defendants have pleaded the relevant material facts. Contravention of the circulars

106. Similar to the foregoing, the material facts necessary to support the Defendants' contention on the issue of c circulars have already been pleaded at paragraphs 7.3 (see below) and 18 of the statement of defence :

7.3 The Defendants demands that the Plaintiffs proves the averments and intent that the First Plaintiff is a veteran in the security control business. The First Defendant was informed that the First Plaintiff is a Director and Shareholder of a Private Agency company, The Millineum Territory Sdn Bhd. The Private Agency Act 1971 stipulates that the Director and Shareholder of a Private Agency company cannot be a Director and Shareholder of more than one (1) private agency company.

107. It is apparent from the above that the Defendants have pleaded that:- (a) there is a breach of the Private Agencies Act 1971; (b) P1, being a director and shareholder of The Millennium Territory Sdn Bhd (a separate licensed security company), is prohibited from being a director and shareholder of the Company; and (c) P1 had been charged and subsequently convicted.

108. The KDN circulars relied upon by the Plaintiffs expressly stipulate that the relevant requirements are imposed pursuant to the powers conferred under section 3 of the Private Agencies Act 1971. **Note : Serial number will be used to verify the originality of this document via eFILING portal 42

109. For completeness, section 3 of the Private Agencies Act 1971 is reproduced below : Issue of licenses

(2) Any person who desires to carry on the business of private agency shall apply to the Minister for a licence and, subject to the provisions of the following subsections, the Minister may issue such licence or refuse to issue it.

(2A) Subject to payment of the fees as may be prescribed by the Minister, a licence issued under this Act shall be valid until 31 December of the same calendar year or 31 December of the following calendar year in which the licence is issued as may be determined by the Minister upon issuance of **Note : Serial number will be used to verify the originality of this document via eFILING portal 44 such licence under subsection (2) and such licence may be renewed upon payment of the prescribed fees.

(2B) In issuing such licence or renewing the same under subsection (2A), the Minister may impose thereon such conditions as he may deem necessary for the purpose of carrying into effect the provisions of this Act .

110. In the premises, I consider that the requisite material facts grounding this contention have been sufficiently pleaded by the Defendants. The Defendants have pleaded that P1 cannot be a shareholder and director of the Company, by reason that he is already a shareholder and director of another licensed security company. This set.

111. The Defendants acknowledge that the defence does not explicitly plead the phrase the agreement is illegal by reason of P1 being a convicted person . However, the material facts underpinning this contention have been pleaded. Namely:- (a) P1 was charged and subsequently convicted (at paragraph 18 of the statement of defence); and (b) there was a breach of the Private Agencies Act 1971 (at paragraph 7.3 of the statement of defence). Whether those pleaded facts give rise to illegality is a matter of legal consequence and inference, and not a material fact that must be expressly pleaded. Doctrine of laches and acquiescence : afterthoughts

112. The Plaintiffs have attempted to rely on the doctrine of laches and acquiescence to allege that D1 belatedly raised the issue of illegality or invalidity of the handwritten document at the eleventh hour. However, laches and acquiescence is an equitable defence raised by a defendant **Note : Serial number will be used to verify the originality of this document via eFILING portal 45 in a case where there was an unreasonable lapse of time in bringing a claim. (See the High Court case of Alfred Templeton & Ors v Low Yat Holdings Sdn Bhd & Anor [1989] 2 MLJ 202).

113. In determining whether a plaintiff can rely on the principle of laches and acquiescence, the Court of Appeal in Mulpha International Bhd & Ors v Mula Holdings Sdn Bhd & Ors and other appeals [2017] MLJU 445 stated that there are two elements to prove laches. Namely:- (a) there must be unreasonable delay in the commencement or prosecution of proceedings; and (b) in all the circumstances the consequences of delay must render the grant of relief unjust.

114. Based on the foregoing authorities, I consider that the Plaintiffs are not entitled to raise laches and acquiescence as it an equitable defence. The Plaintiffs failed to fulfil one of the elements to rely on laches and acquiescence, that being, the delay in commencing a proceeding. This delay cannot be used against a defendant for its alleged delay in raising certain defences in court. The heads of claim for damages are unpleaded

115. In submissions, the Plaintiffs asked for damages for breach of contract to be assessed at RM 8,256,560.31, as tabulated below. Head of Claim Basis Amount Loss of profit - ILP Project 90 % share of profits derived by D1 (as admitted : RM 1,583,945.28 × 90%) RM 1,425,550.75 Loss of profit - MEM Contracts (Bangsar 8 Zone, 90 % share of total income RM 7,590,010.62 RM 6,831,009.56 **Note : Serial number will be used to verify the originality of this document via eFILING portal 46 Sentul 8, Kelantan Matriculation College) Loss of profits from accepted tenders / projects As evidenced by Letters of Acceptance (CBOD Part B, Vol. 1, pp. 92 - 143) To be assessed Loss of opportunity In the event precise quantification is not possible To be assessed Total (excluding items to be assessed) RM 8,256,560.31

116. In order to claim for damages, the Plaintiffs bear the burden of proving both the fact and the amount of the same. I refer to the following authorities.

117. In Popular Industries Limited v Eastern Garment Manufacturing Sdn Bhd [1989] 3 MLJ 360, the plaintiff initiated a suit against the defendant for non - delivery of goods sold, alleging loss of profits on resale. The High Court held (at page 361) :

(6) It is axiomatic that a plaintiff seeking substantial damages has the burden of proving both the fact and the amount of damages before he can recover. If he proves neither, the action will fail or he may be awarded only nominal damages upon proof of the contravention of a right. Thus nominal damages may be awarded in all cases of breach of contract. And, where damage is shown but its amount is not proved sufficiently or at all, the court will usually decree nominal

118. In Sony Electronics (M) Sdn Bhd v Direct Interest Sdn Bhd [2007] 2 MLJ 229, the appellant appealed against the decision of the trial judge in awarding the sum of approximately RM 900,000 in damages to the respondent. The Court of Appeal held (at page 241) : [90] In the light of the evidence before us, we find that it is irrefutable that the respondent in seeking the damages as set out in the statement of claim has the burden of proving both the fact and the amount of damages before he can recover **Note : Serial number will be used to verify the originality of this document via eFILING portal 47

119. In Tan Sri Khoo Teck Puat & Anor v Plenitude Holdings Sdn Bhd [1994] 3 MLJ 777 at 784, the Federal Court referred to the judgement of the House of Lords in Bonham - Carter v Hyde Park Hotel Ltd [1948] 64 TLR 177 at 178 that the plaintiffs must prove their damage : plaintiffs must understand that if they bring actions for damages it is for them to prove their damage; it is not enough to write down the particulars, so to speak, throw them at the head of the court, saying : this is what I have lost, I ask you to give me these damages . They have to prove it.'

120. Here, the Plaintiffs have failed to adduce evidence in support of their claim for damages. Nor did they provide any particulars as to the damages that was allegedly suffered by them. In spite of that, the Plaintiffs belatedly raised new facts and issues in relation to damages via witness statement and his supplemental witness statements in order to inflate their claim against the Defendants. Namely:- (a) purported loss of opportunity to be granted government tenders and projects; (b) purported loss of profit from ILP projects; and (c) legal fees in the sum of RM 150,000.

121. These purported damages were never pleaded and was never part were there any documents produced to substantiate their allegations. Nonetheless, I will Loss of opportunity to tender for government projects

122. The Plaintiffs contend that they had lost the opportunity to tender for government projects. However, it is also P1 **Note : Serial number will be used to verify the originality of this document via eFILING portal 48 he has obtained projects through the Company. (See Q&A 24 of his witness statement and Q&A 4 of his supplemental witness statement). damages under this head cannot be sustained as there is simply no guarantee that the Plaintiffs will be successful in securing the government tender. This head of claim is, at best, speculative.

123. On this aspect, the High Court case of Pandan Utama Sdn Bhd v Mohd Zaki bin Zakaria & Ors [2022] MLJU 960 is instructive. The circumstance in that case is similar to that of the present action, wherein the plaintiff attempted to claim for loss of business opportunity and contended that they are entitled to the price of one tender contract in the sum of RM 600,000. The court dismissed this head of claim due to it being speculative.

124. The High Court said : This claim too cannot succeed. In respect of this claim for loss of business opportunity of at least RM 600,00.00, this claim is however based fully on the expectation that the plaintiff would have won one tender. Winning one tender is speculative enough, and in any event, it has not been shown by the plaintiff as to the more basic issue as to how the 188 workers, if actually supplied by the second and third defendants, would have resulted in the plaintiff securing the tender. In other words, the nexus between having the 188 workers and winning the tender has not been established. Having the former does not a Loss of profits from ILP projects

125. The issues regarding ILP projects were only belatedly raised by the Plaintiffs via P1 the cross - examination of D1. This is an attempt by the Plaintiffs to inflate their claim on the eve **Note : Serial number will be used to verify the originality of this document via eFILING portal 49 of the trial. The Plaintiffs not only failed to plead any facts in respect of the ILP projects, they had also failed to produce any credible documentary evidence to substantiate this purported head of damages. This is plainly an afterthought. Claim for legal fees

126. In addition to the above, the Plaintiffs have further (again, belatedly) raised a claim for damages in the sum of the RM 150,000 via P1 purportedly expanded to initiate this head is untenable.

127. The position on this has already been clarified by the Federal Court in Golden Star & Ors v Ling Peek Hoe & Anor and another appeal [2024] 4 MLJ 749 at 767 - 768 , which held : We find the three reasons articulated in Singapore Shooting Association to be strongly persuasive. There is a clear costs regime in O 59 of the Rules of Court 2012 and it would be equally true to say that the principles applicable when exercising discretion whether to grant costs, and the extent of such costs, have taken numerous factors into consideration. As a matter of law, the legal fees, charges, retainer, refresher or any other charges associated with the litigation between the parties at the High Court (and likewise at the Federal Court and Court of Appeal) are not claimable as damages. These sums are only claimable as costs within the costs regime as provided in O 59. [55] On principle and on policy including social policy, we agree with the line of authorities relied on by the appellants that the respondents are not entitled to claim as special damages, the legal charges, legal fees, legal costs or litigation costs in the same proceedings Conclusion **Note : Serial number will be used to verify the originality of this document via eFILING portal 50

128. In summary :

129. For the reasons above, I dismissed the Plaintiffs The Defendants agreed to accept costs of RM 20,000 as proposed by the counterclaim. I therefore awarded costs of RM 20,000 to the Defendants. **Note : Serial number will be used to verify the originality of this document via eFILING portal 51 Dated 12 May 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Mohd Rezan Ezra bin Muhammad Mosinal, Kevin Perakk Sike and Aisyah Farhah binti Adnan (Messrs. Lee & Poh Partnership) for the Plaintiffs Tirasak Chiranakorn Chua (Messrs. Bodipalar & Partners) for the Defendants Case reference 1. IJM Construction Sdn Bhd v Lingkaran Luar Butterworth (Penang) Sdn Bhd & Anor [2024] 4 MLJ 340 2. Perisai Wira Sdn Bhd v Harun Minat Sdn Bhd & Ors [2014] 10 MLJ 809 3. Wisma Sime Darby Sdn Bhd v Wilson Parking (M) Sdn Bhd [1996] 2 MLJ 81 4. Yeong Ah Chee v Lee Chong Hai & Anor and other appeals [1994] 2 MLJ 614 5. SK M & E Bersekutu Sdn Bhd v Pembinaan Legenda Unggul Sdn Bhd (in [2019] 3 MLJ 281 6. Munchy Food Industries Sdn Bhd v Huasin Food Industries Sdn Bhd [2022] 1 MLJ 377 7. Kuan Pek Seng @ Alan Kuan v Robert Doran & Ors and other appeals [2013] 2 MLJ 174 8. Cecilia Lau Heng Siong v Donald Ting Chung Ling [2019] 1 LNS 1952; [2019] MLJU 1424 9.

10. Wong See Leng v C Saraswathy Ammal [1954] 1 MLJ 141 Ayer Hitam Tin Dredging Malaysia Bhd v YC Chin Enterprises Sdn Bhd [1994] 2

11. MLJ 754

12. Genneva Malaysia Sdn Bhd v Tio Jit Hong & Ors [2020] 6 MLJ 703 Merong Mahawangsa Sdn Bhd & Anor v Dato Shazryl Eskay bin Abdullah [2015] 5 MLJ 619

13. Yogananthy a/p AS Athambaiya v Harta Pusaka Idris bin Osman [2020] 5 MLJ 455

14. Palaniappa Chettiar v Arunasalam Chettiar [1962] 1 MLJ 143 **Note : Serial number will be used to verify the originality of this document via eFILING portal 52

15. Iftikar Ahmed Khan v Perwira Affin Bank Bhd [2018] 1 CLJ 415

16. Alfred Templeton & Ors v Low Yat Holdings Sdn Bhd & Anor [1989] 2 MLJ 202

17. Mulpha International Bhd & Ors v Mula Holdings Sdn Bhd & Ors and other appeals [2017] MLJU 445

18. Popular Industries Limited v Eastern Garment Manufacturing Sdn Bhd [1989] 3

19. MLJ 360

20. Sony Electronics (M) Sdn Bhd v Direct Interest Sdn Bhd [2007] 2 MLJ 229 Tan Sri Khoo Teck Puat & Anor v Plenitude Holdings Sdn Bhd [1994] 3 MLJ 777

21. Bonham - Carter v Hyde Park Hotel Ltd [1948] 64 TLR 177

22. Pandan Utama Sdn Bhd v Mohd Zaki bin Zakaria & Ors [2022] MLJU 960

23. Golden Star & Ors v Ling Peek Hoe & Anor and another appeal [2024] 4 MLJ 749 Legislation reference 1. Private Agencies Act 1971 2. Section 101 of the Evidence Act 1950 3. Section 24 of the Contracts Act 1950 4. Kementerian Dalam Negeri Circular (Private Agency Circular No. 1 of Year 2020 and Private Agency Circular No. 4 of Year 2020) **Note : Serial number will be used to verify the originality of this document via eFILING portal