V Capital Sdn Bhd v Impiana Sdn Bhd (WA-22NCC-689-10/2025)

The Vendors under the Share Sale Agreement dated 15 February 2023 ("SSA") are Impiana Sdn Bhd and Dato' Seri Ismail @ Farouk bin Abdullah (collectively, "the Vendors"). The subject matter of the SSA is 99,400,000 ordinary shares in Magma Group Berhad (formerly known as Impiana Hotels Berhad) ("the Target Company"), representing the shareholding held by the Vendors in the Target Company ("the Target Shares"). The Purchasers under the SSA are V Capital Sdn Bhd and Dato' Hoo Voon Him (collectively, "the Purchasers"). By the SSA, the Vendors agreed to sell and the Purchasers agreed to purchase the Target Shares at an agreed purchase consideration, to be paid in tranches.

The total purchase consideration for the Target Shares was RM98,880,000.00, structured in two components. First, V Capital was obliged to assume liabilities of RM60,000,000.00 owed by the Vendors to third party financial institutions. Second, the remaining balance of RM38,880,000.00 was to be paid in cash across three tranches — the 1st Tranche of RM8,880,000.00, the 2nd Tranche of RM15,000,000.00, and the 3rd Tranche of RM15,000,000.00.

To secure V Capital's obligations under the SSA, Dato' Hoo Voon Him issued a Personal Guarantee and Indemnity in favour of the Vendors and separately executed a Collateral Agreement pledging his shares in VCI Global Limited as security for the transaction.

V Capital failed to fulfil two critical obligations under the SSA. First, the deadline for V Capital to undertake the Assumption of Liabilities lapsed on 30 November 2023 without performance. Second, the deadline for payment of the 3rd Tranche of RM15,000,000.00 lapsed on 15 February 2024, equally without payment.

On 17 February 2024, a representative of V Capital wrote to the Vendors acknowledging the delay and attributing it to a "major exercise" then underway, with an anticipation of payment in early March 2024. No payment was forthcoming. Consequently, on 30 May 2024, the Vendors commenced Suit 354 against V Capital and Dato' Hoo Voon Him claiming, amongst other reliefs, specific performance of the SSA and damages.

The genesis of these proceedings lies squarely in V Capital's own default. V Capital and Dato' Hoo Voon Him filed their respective Defences in Suit 354 on 17 and 23 July 2024 — without any counterclaim. On 11 October 2024, V Capital issued a Notice of Termination of the SSA, claiming to have discovered new facts concerning alleged false warranties and unapproved share disposals. The Vendors rejected that Notice on 30 October 2024. On that same day, V Capital applied to amend their Defence in Suit 354 to include a Counterclaim for misrepresentation and breach of contract. Impiana objected.

Rather than pressing the amendment application to a judicial determination, V Capital withdrew it on 28 February 2025 and was ordered to pay costs consequent upon that withdrawal. The parties filed the Agreed Issues to be tried for Suit 354 on 10 April 2025. No reservation whatsoever was made by V Capital regarding the abandoned counterclaim.

Having abandoned their counterclaim in Suit 354, V Capital then filed the present action, Suit 689, on 14 October 2025 — three days before the Suit 354 trial commenced on 17 October 2025. Two days later, on 16 October 2025, V Capital filed an application under Enclosure 82 to consolidate Suit 354 and Suit 689 for joint trial. That application was heard and dismissed. The Suit 354 trial proceeded and concluded on 17 and 21 October 2025. Cause papers for Suit 689 were not served on the Vendors until 24 October 2025 — after the trial had already ended.

On 23 January 2026, YA Justice Leong delivered judgment in Suit 354 in favour of the Vendors, ordering V Capital and Dato' Hoo Voon Him to specifically perform the SSA and pay the outstanding sum of RM15,000,000.00. V Capital applied for a stay of execution of that judgment but subsequently withdrew the stay application. The judgment in Suit 354 accordingly remains valid, binding and fully enforceable. V Capital has since filed an appeal to the Court of Appeal, which remains pending.

On 18 December 2025, the Vendors filed the present application to strike out the Writ Summons and Statement of Claim in Suit 689 on the grounds that the action is frivolous and vexatious, discloses no reasonable cause of action, constitutes an abuse of the process of this Court, and is barred by the doctrine of res judicata. The application is made pursuant to Order 18 Rule 19(1) (a), (b) and

(d) of the Rules of Court 2012. For the reasons that follow, this Court finds that Suit 689 should be struck out on all four grounds. CHRONOLOGY OF KEY EVENTS For ease of reference, this Court sets out below a chronological table of the key events from the execution of the SSA to the disposal of the present application: Date Event Significance 15 Feb 2023 Vendors (Impiana Sdn Bhd & Dato' Seri Ismail) and Purchasers (V Capital Sdn Bhd & Dato' Hoo Voon Him) execute the Share Sale Agreement (SSA) for 99,400,000 ordinary shares in Magma Group Berhad (formerly Impiana Hotels Berhad) at a total consideration of RM98,880,000.00. Dato' Hoo issues Personal Guarantee and Indemnity. Transaction commences 30 Aug 2023 Parties execute Supplemental Share Sale Agreement and Collateral Agreement. Dato' Hoo pledges shares in VCI Global Limited as additional security. Transaction supplemented 3 Nov 2023 Transfer of Impiana Cherating Sdn Bhd (ICSB) into the Target Company completed. V Capital later alleges ICSB was falsely represented as already a subsidiary at the time the SSA was executed. Alleged misrepresentation event 30 Nov 2023 Deadline for V Capital to undertake Assumption of Liabilities (RM60,000,000.00) lapses without performance. First default by V Capital 15 Feb 2024 Deadline for payment of 3rd Tranche (RM15,000,000.00) lapses without payment. Second default by V Capital 17 Feb 2024 V Capital representative emails Vendors acknowledging delay, attributing it to a 'major exercise' and anticipating payment in early March 2024. No payment received. Acknowledgment of default 30 May 2024 Vendors commence Suit 354 against V Capital and Dato' Hoo seeking, among other reliefs, specific performance of the SSA and damages. Suit 354 commenced 17 & 23 Jul 2024

V Capital and Dato' Hoo file respective Defences in Suit No counterclaim filed at this stage. Defence filed — no counterclaim Date Event Significance 31 Jul 2024 Vendors file application for Summary Judgment against V Capital and Dato' Hoo in Suit 354. Summary Judgment application filed 11 Oct 2024 V Capital issues Notice of Termination of the SSA, claiming to have discovered new facts regarding alleged false warranties and unapproved share disposals. Notice of Termination issued 30 Oct 2024 Vendors formally reject Notice of Termination. On the same day, V Capital files application to amend Defence in Suit 354 to include Counterclaim for misrepresentation and breach of contract. Amendment application filed 12 Dec 2024 Vendors' Summary Judgment application in Suit 354 heard and dismissed. Summary Judgment dismissed 28 Feb 2025 V Capital voluntarily withdraws the amendment application without pressing it to judicial determination. Costs order made against V Capital. Counterclaim abandoned — costs order 10 Apr 2025 Parties file Agreed Issues to be Tried for Suit 354. No reservation made by V Capital regarding abandoned counterclaim. Trial issues crystallised 14 Oct 2025 V Capital and Dato' Hoo file Suit 689 — seeking to nullify the very same SSA on grounds of misrepresentation and frustration. Filed three days before the Suit 354 trial. Suit 689 filed 16 Oct 2025 V Capital files application (Enclosure 82) to consolidate Suit 354 and Suit 689 for joint trial — one day before the Suit 354 trial. Cause papers for Suit 689 not yet served on Vendors. Consolidation application filed Date Event Significance 17 & 21 Oct 2025 Full trial of Suit 354 proceeds and concludes. Consolidation application (Enclosure 82) heard and dismissed. Suit 354 trial concluded; consolidation dismissed 24 Oct 2025 Cause papers for Suit 689 served on Vendors — three days after the Suit 354 trial had already concluded. Late service of Suit 689 18 Dec 2025 Vendors file Notice of Application (Enclosure 7) to strike out Writ Summons and Statement of Claim in Suit 689. Striking out application filed 23 Jan 2026 YA Justice Leong delivers judgment in Suit 354 in favour of Vendors, ordering V Capital and Dato' Hoo to specifically perform the SSA and pay RM15,000,000.00. V Capital files appeal to Court of Appeal. Suit 354 judgment — Vendors succeed Feb 2026 V Capital's application for stay of execution filed and subsequently withdrawn. Enclosure 7 heard by this Court. Judgment in Suit 354 remains valid, binding and enforceable. Stay withdrawn; Encl 7 heard [Date] 2026 This Court allows Enclosure 7 and strikes out Suit 689 in its entirety. Suit 689 struck out

The following issues arise for determination in this application: Issue 1 —Whether Suit 689 discloses a reasonable cause of action, having regard to the subsisting judgment of YA Justice Leong in Suit 354 ordering specific performance of the very same SSA that Suit 689 seeks to nullify. Issue 2 —Whether Suit 689 is frivolous and vexatious, having regard to the circumstances and timing of its filing. Issue 3 —Whether Suit 689 is barred by the doctrine of res judicata in its extended sense, namely that the claims raised therein could and should have been raised by way of counterclaim in Suit 354. Issue 4 —Whether Suit 689 constitutes an abuse of the process of this Court, having regard to the conduct of V Capital throughout the history of these proceedings.

This Court allows Enclosure 7. The Writ Summons and Statement of Claim filed by V Capital Sdn Bhd and Dato' Hoo Voon Him in Suit 689 are hereby struck out. This Court's decision is grounded on four independent reasons, each of which is individually sufficient to justify the striking out. Taken collectively, they are overwhelming. GROUND 1 — NO REASONABLE CAUSE OF ACTION [Order 18 Rule 19(1) (a) of the Rules of Court 2012] Principles of Law 13. Order 18 Rule 19(1)(a) of the Rules of Court 2012 provides that the Court may at any stage of proceedings order any pleading to be struck out on the ground that it discloses no reasonable cause of action. The Court confines its examination to the face of the pleadings alone, accepting all pleaded facts as true and at their highest in favour of the plaintiff. The test is whether the claim is plainly and obviously unsustainable — not merely weak or improbable, but one that cannot possibly succeed in law even if every pleaded fact is established. The Court of Appeal in Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 3 MLJ 36 affirmed that this jurisdiction should only be exercised in plain and obvious cases where the claim is certain to fail. Application of Facts to Principles 14. By the time Enclosure 7 came before this Court for hearing in February 2026, YA Justice Leong had already delivered judgment in Suit 354 on 23 January 2026, ordering V Capital and Dato' Hoo Voon Him to specifically perform the SSA — the very same agreement that Suit 689 now seeks to nullify on grounds of misrepresentation and frustration. That judgment is subsisting, valid and enforceable. No stay of execution is in place.

The legal consequence is straightforward. A claim to nullify a contract that a court of competent jurisdiction has already ordered to be specifically performed, between the same parties, cannot possibly succeed as a matter of law. The two reliefs are fundamentally irreconcilable — one presupposes the SSA is valid and binding, the other asserts it is void and of no effect. So long as YA Justice Leong's judgment stands, Suit 689 cannot be sustained. Conclusion on Ground 1 16. This Court finds that the Statement of Claim in Suit 689 discloses no reasonable cause of action. Ground 1 is made out. GROUND 2 — FRIVOLOUS AND VEXATIOUS [Order 18 Rule 19(1) (b) of the Rules of Court 2012] Principles of Law 17. Order 18 Rule 19(1) (b) empowers the Court to strike out any pleading that is scandalous, frivolous or vexatious. A proceeding is vexatious where it is brought not for the genuine purpose of vindicating a legal right but to harass or oppress the opposing party, or to subject them to expense, inconvenience and anxiety without reasonable justification. A proceeding may equally be characterised as vexatious where its evident purpose is to interfere with, cast a shadow over, or tactically disrupt existing proceedings between the same parties. Application of Facts to Principles 18. A proceeding is not rendered vexatious merely because it is filed at an inconvenient time for the opposing party. This Court is mindful that a party has the right to commence proceedings at any time within the applicable limitation period, and timing alone is ordinarily insufficient to characterise a suit as vexatious. However, timing does not exist in a vacuum. It must be read against the totality of the conduct of the party filing the proceedings.

When the timing of Suit 689 is viewed against the full backdrop of V Capital's conduct, the picture that emerges is unambiguous. V Capital filed a Defence without a counterclaim. They attempted to introduce a counterclaim belatedly and withdrew it voluntarily when opposed. They allowed the issues to be crystallised for trial without reservation. They then filed Suit 689 three days before the Suit 354 trial — without serving the opposing party until after that trial had concluded. They filed a consolidation application one day before trial. They lost the Suit 354 trial. They applied for a stay of execution and withdrew that application as well.

Each individual step, viewed in isolation, might be explained away. Viewed collectively and in sequence, they point unmistakably to one conclusion — that Suit 689 was not filed for the genuine purpose of vindicating a legal right, but to harass, oppress and tactically prejudice the Vendors on the eve of and during the Suit 354 trial. The timing is not the cause of this Court's finding of vexatiousness — it is the clearest and most visible symptom of it.

On 16 October 2025 — one day before the Suit 354 trial — V Capital filed Enclosure 82 to consolidate Suit 354 and Suit 689. That application was heard and dismissed. Impiana opposed it on the ground that Suit 689 was essentially a cross-action that could not be consolidated with their claim. The dismissal of Enclosure 82 represents a judicial determination that the two suits could not and should not be managed together — a finding that is difficult to reconcile with V Capital's position that Suit 689 raises genuinely distinct issues. An application to consolidate two suits filed one day before trial, where cause papers for the second suit had not even been served, cannot be characterised as a genuine attempt at procedural economy. Conclusion on Ground 2 22. This Court finds that Suit 689 is frivolous and vexatious. Ground 2 is made out. GROUND 3 — RES JUDICATA AND THE EXTENDED HENDERSON v HENDERSON PRINCIPLE Principles of Law 23. The doctrine of res judicata operates to give finality to litigation and to protect parties from being vexed twice over the same matter. It encompasses cause of action estoppel, issue estoppel, and the extended principle established in Henderson v Henderson (1843) 3 Hare 100. Under the extended principle, the Court requires parties to bring their whole case forward in one set of proceedings. A party will be precluded from raising in subsequent proceedings any matter which properly belonged to the earlier proceedings and which could and should have been raised there — whether or not it was actually raised.

The rationale is one of public policy — that there must be an end to litigation. A party who has had a full and fair opportunity to raise a matter in earlier proceedings cannot be permitted to reopen the same ground by way of fresh suit. The Federal Court in Lin Wen Chih affirmed and applied these principles in the Malaysian context. This Court applies those principles to the facts before it. Application of Facts to Principles 25. Suit 354 and Suit 689 arise from one and the same transaction — the SSA dated 15 February 2023 and its supplemental agreements. They involve the same parties. Suit 354 sought to enforce the SSA. Suit 689 seeks to nullify it. The subject matter is inextricably connected and arises from the same substratum of facts.

The misrepresentation allegation now pleaded in Suit 689 is not a matter that V Capital was unaware of during Suit 354. V Capital demonstrated full awareness of these facts by their own conduct — they filed an application on 30 October 2024 to amend their Defence in Suit 354 to include a Counterclaim on these very grounds. The counterclaim could and should have been pursued in Suit 354. V Capital chose to abandon it.

V Capital contends that the facts giving rise to their claims were inchoate at the time Suit 354 was filed and had yet to be discovered. This Court is prepared to accept, for the sake of argument, that V Capital may not have had full knowledge of all relevant facts when Suit 354 was commenced in May 2024. However, that acceptance does not assist V Capital.

The critical question is not when the facts were discovered — it is what V Capital did with that knowledge once they had it. Upon discovering the alleged new facts in October 2024, V Capital acted swiftly — they issued a Notice of Termination on 11 October 2024 and filed an amendment application on 30 October 2024. They clearly had sufficient knowledge to formulate a legal claim.

V Capital then sat on that amendment application for four months before withdrawing it on 28 February 2025 — without pressing it to a judicial determination and without any court order compelling the withdrawal. They thereafter filed Suit 689 seven and a half months later, three days before the Suit 354 trial. The delay is not in the discovery of facts. The delay is in the pursuit of the remedy, and that delay is entirely of V Capital's own making.

V Capital's response — that Impiana's objections prevented them from raising the counterclaim — does not withstand scrutiny. An objection by a litigant is no more than a submission to the Court. It carries no legal force of its own. The Court alone has the power and the duty to determine whether an amendment ought to be allowed. V Capital had every opportunity to press their amendment application to a judicial determination. They chose not to.

The withdrawal on 28 February 2025 was a deliberate and voluntary litigation decision, made in the face of no judicial ruling against them. Having made that election, V Capital cannot now attribute its consequences to Impiana's conduct. To hold otherwise would be to reward a party for abandoning their own application and then seeking to relitigate the same ground through fresh proceedings.

V Capital may seek to invoke the special circumstances exception to the extended res judicata doctrine, arguing that Impiana's objections prevented them from raising the counterclaim and that it would be unjust to shut them out. This Court rejects that argument. The special circumstances exception is a narrow one — it applies where a party was genuinely and involuntarily prevented from raising a matter through no fault of their own. That is emphatically not this case. No court order prevented V Capital. The withdrawal was voluntary. Impiana's objection was their right as a litigant — but it was V Capital who chose not to let the Court decide. Conclusion on Ground 3

This Court finds that the claims in Suit 689 are barred by the extended doctrine of res judicata. The matters raised therein could and should have been raised by way of counterclaim in Suit 354. Ground 3 is made out. GROUND 4 — ABUSE OF PROCESS [Order 18 Rule 19(1) (d) of the Rules of Court 2012] Principles of Law 34. Order 18 Rule 19(1)(d) of the Rules of Court 2012 provides that the Court may strike out any pleading on the ground that it is otherwise an abuse of the process of the Court. The Court's jurisdiction under this limb is wider — the Court may look beyond the face of the pleadings and have regard to the entire history and conduct of the proceedings. The concept of abuse of process extends to any use of the Court's machinery for a purpose other than the genuine vindication of a legal right.

This Court further notes that Order 1A of the Rules of Court 2012 imposes an overriding obligation on the Court and on the parties to deal with cases justly, economically and expeditiously. The multiplication of proceedings arising from the same transaction, where a single consolidated proceeding would have sufficed, is antithetical to this overriding objective and will not be countenanced by this Court. Application of Facts to Principles 36. The history of V Capital's conduct throughout these proceedings reveals a consistent and unmistakable pattern — capitulation at every critical juncture, followed by an attempt to reopen the same ground by a different route. V Capital filed a Defence without a counterclaim. They withdrew the amendment application when Impiana objected. They filed a fresh suit three days before trial. They sought consolidation at the eleventh hour and failed. They lost the trial. They withdrew the stay application. They now maintain a pending appeal while simultaneously seeking to nullify the very contract that the Court of Appeal will be asked to consider.

V Capital relies on Order 15 Rule 2(1) of the Rules of Court 2012 as conferring a right of election — that a defendant cannot be compelled to bring a counterclaim and therefore retains the right to commence a separate action. This Court does not dispute that Order 15 Rule 2(1) permits a defendant to raise a counterclaim. It does not compel one. In that narrow and technical sense, V Capital's statement of the law is not incorrect.

However, the Order 15 election argument fundamentally misses the point. The right of election is not a licence for tactical litigation. It cannot be invoked in bad faith or as a device to circumvent the consequences of an earlier voluntary decision. The election argument only operates cleanly where a defendant makes a genuine, timely and principled decision at the outset of proceedings not to counterclaim. That is not what happened here.

V Capital attempted to introduce a counterclaim belatedly. They withdrew it without pressing it to a hearing. They allowed the Agreed Issues to be filed on 10 April 2025 without any reservation. They then filed a fresh suit seven and a half months later, three days before trial. This sequence bears no resemblance to a genuine exercise of the Order 15 election. It is a series of tactical retreats followed by an attempt to relitigate through a different door. Furthermore, Order 15 cannot be read in isolation from Order 1A. A technical reliance on Order 15 to justify the multiplication of proceedings from the same transaction is irreconcilable with the overriding objective.

This Court is also not the appropriate forum to examine or revisit the merits of YA Justice Leong's decision in Suit 354. To allow Suit 689 to proceed would be to invite this Court to sit as a reviewing court over a decision of a co-ordinate High Court judge. That is institutionally and legally impermissible. The Court of Appeal is the proper and only forum for that purpose, and V Capital has already availed itself of that remedy.

This Court now turns to address the position of the second Plaintiff, Dato' Hoo Voon Him. Dato' Hoo is not a purchaser under the SSA. His involvement in the transaction is as a guarantor — he issued a Personal Guarantee and Indemnity in favour of the Vendors and separately executed a Collateral Agreement pledging his shares in VCI Global Limited as security. His claim in Suit 689 is entirely parasitic upon and inseparable from V Capital's claim. The misrepresentation and frustration alleged are pleaded as vitiating the SSA itself — the very agreement he guaranteed. If the SSA stands, his guarantee obligations subsist with it.

Dato' Hoo was a party to Suit 354 as the second Defendant therein. He filed his own Defence on 23 July 2024 without any counterclaim. He was equally subject to the proceedings in Suit 354 and equally had the opportunity to raise the misrepresentation allegation. He chose not to. The extended Henderson v Henderson principle applies to him with the same force as it does to V Capital.

The abuse of process finding is not confined to V Capital. The conduct characterised as abusive — the late filing, the tactical timing, the pattern of withdrawal and refiling — is conduct that Dato' Hoo participated in as a co-plaintiff in Suit 689. He cannot distance himself from that conduct by virtue of his different contractual role in the underlying transaction. Accordingly, the striking out applies equally and without distinction to both Plaintiffs. Conclusion on Ground 4 44. This Court finds that Suit 689 constitutes an abuse of the process of this Court. Ground 4 is made out.

(i) Caveat Emptor and Due Diligence 45. By way of observation only, and not forming part of this Court's ratio, this Court wishes to record the following. V Capital is a commercial entity that entered into a Share Sale Agreement at a total consideration of RM98,880,000.00. The supplemental agreements and collateral arrangements suggest a transaction of considerable complexity and commercial significance. One would expect — indeed, one would require — that a purchaser of this nature and sophistication would have conducted thorough due diligence before committing to such a transaction.

Yet the facts placed before this Court reveal a troubling silence. V Capital contends that the material facts giving rise to their misrepresentation claims — including the alleged false representation that ICSB was already a subsidiary of the Target Company at the time the SSA was signed — were only discovered in October 2024, some twenty months after the SSA was executed in February 2023. The ICSB transfer was completed on 3 November 2023 — a matter that was, or ought to have been, discoverable through proper and diligent inquiry. This Court has no material before it explaining how the due diligence process was conducted, whether it was conducted at all, or why a transaction of this magnitude was entered into without apparent verification of the Target Company's corporate structure.

The ancient principle of caveat emptor — let the buyer beware — remains a cornerstone of commercial law. A commercial purchaser who fails to satisfy itself of the true state of affairs before executing a significant transaction cannot readily seek the protection of the courts when inconvenient truths emerge later. The law assists the vigilant, not the negligent. This Court makes no finding on this point as it does not arise for determination here. It is however an observation that V Capital and its advisers would do well to reflect upon should these matters proceed further.

Yet this Court observes that the transfer of ICSB on 3 November 2023 is not a matter that was concealed in the shadows. Corporate transfers of this nature are matters of public record, registrable and discoverable through basic corporate searches. A commercial purchaser of V Capital's standing, committing to a transaction worth RM98,880,000.00, would ordinarily be expected to conduct searches on the Target Company's corporate structure both before and after execution of the SSA. That the ICSB transfer apparently went unnoticed for twenty months raises questions that go beyond mere oversight.

This Court makes no finding on whether the representation was in fact false, or whether V Capital genuinely relied upon it to their detriment — those are matters for another forum. However, as an observation, the misrepresentation allegation as currently framed carries with it an inherent tension that V Capital would do well to address should these matters proceed before the Court of Appeal.

The absence of a merits finding does not however assist V Capital. The jurisdiction to strike out for abuse of process operates independently of the merits of the claim. A court will strike out even a potentially meritorious claim if the manner in which it is brought constitutes an abuse of process — because the integrity of the court's process and the principle of finality in litigation are interests that transcend the merits of any individual claim. If V Capital's misrepresentation claim has merit, the appropriate avenue is the appeal already filed against YA Justice Leong's decision in Suit 354. This Court will not permit Suit 689 to serve as a parallel track to that appeal process.

This Court has found that Suit 689 is unsustainable on all four grounds relied upon by the Defendants. Each ground is independently sufficient to justify the striking out. Taken collectively, they admit of only one conclusion — that Suit 689 ought never to have been filed.

The story of Suit 689 is, at its heart, a simple one. V Capital entered into a significant commercial transaction. They defaulted on their payment obligations. They were sued. They filed a Defence without a counterclaim. When they purportedly discovered new facts, they attempted to introduce a counterclaim at the eleventh hour — and then abandoned it without pressing it to a hearing. They filed a fresh suit three days before the trial of the related action, without serving the opposing party until after that trial had concluded. They lost the trial. They withdrew their stay application. They now maintain a pending appeal while simultaneously seeking, through Suit 689, to nullify the very contract that is the subject of that appeal. That is not the pursuit of justice. That is the pursuit of a second chance that the law does not permit.

This Court wishes to state clearly — it makes no finding on the merits of V Capital's misrepresentation claim. If V Capital's claim has merit, the Court of Appeal — where an appeal against YA Justice Leong's judgment is already pending — is the proper and appropriate forum to ventilate it.

For all the foregoing reasons, this Court makes the following orders: Order 1 — Enclosure 7 is allowed. Order 2 — The Writ Summons and Statement of Claim filed by the first Plaintiff, V Capital Sdn Bhd, and the second Plaintiff, Dato' Hoo Voon Him, in Suit 689 are hereby struck out in their entirety. Order 3 — Costs of RM 20,000 are awarded to the Defendants, to be borne jointly and severally by the first and second Plaintiffs, on an indemnity basis, subject to allocatur. Order 4 — All other prayers and applications in Suit 689 are hereby dismissed.

On the question of costs, this Court awards costs on an indemnity basis. Suit 689 has been found to be an abuse of the process of this Court — an award of indemnity costs reflects the Court's disapproval of the conduct and ensures the innocent party is not left out of pocket for having to defend proceedings that ought never to have been brought. The pattern of conduct displayed throughout these proceedings is deserving of sanction beyond a standard costs order. It would be unjust to leave the Defendants to bear any portion of those costs.

This Court records its appreciation to learned counsel on both sides — KH Yeap Kim Hock, Francis Wong Kum Heng & Dato Angus Tiong Chau Siong for the Plaintiffs and Edward Vinodh a/l Kuruvilla & Nereen Kaur a/p Kaher Atma Singh for the Defendants — for their written and oral submissions, which were of considerable assistance to the Court in the determination of this application. Dated: 13hb April 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR Plaintiff’s Counsel : KH Yeap Kim Hock, Francis Wong Kum Heng & Dato Angus Tiong Chau Siong (Tiongwoon & Kusyri Advocates & Solicitors) Defendant’s Counsel : Edward Vinodh a/l Kuruvilla & Nereen Kaur a/p Kaher Atma Singh (Atma Singh Veriah & Co.) Table Of Cases Referred To:

Henderson v Henderson (1843) 3 Hare 100

Bandar Builder Sdn Bhd & Ors v United Malayan Banking

Corporation Bhd [1993] 3 MLJ 36 Lin Wen Chih & Anor v. Pacific Forest Industries Sdn Bhd & Anor [2023] MLRAU 180 Legislation Referred To:

Rules of Court 2012 — Order 1A; Order 15 Rule 2(1); Order 18 Rule 19(1) (a), (b) and (d)