1. ) Yeoh Eng Kong v 1. ) Benjamin Lim Keong Hoe (WA-22NCvC-652-11/2023)

1.

TAN CHOOI HAH ... PLAINTIFFS

1.

GENTING DEVELOPMENT SDN. BHD. [REGISTRATION NO.: 199001003851 (195418-P)]

3.

4.

5.

6.

FOONG CHERN YEE 18/09/2025 14:20:24

TETUAN ALAN LIM & SALAWATI … DEFENDANTS GROUNDS OF JUDGMENT (Enclosure 65)

This was an application by the 1st Plaintiff (‘P1’) for a Mareva injunction against the 3rd Defendant (‘D3’) pursuant to O. 29, rr. 1 and 2 of the Rules of Court 2012 (‘RC 2012’), ss 50 and 51 of the Specific Relief Act 1950 [Act 137] (‘SRA 1950’) and sub-s 25(2) read with paragraph 6 of the Schedule in the Courts of Judicature Act 1964 [Act 91] (‘CJA 1964’) and/ or the inherent jurisdiction of the court.

On 17.4.2025, I allowed P1’s application. On the same date, the learned counsels who appeared for P1 and D3 agreed to a holding over of the decision as to whether it is in respect of D3's assets only or includes his bank accounts (refer paragraph 1) until D3 affirms the affidavit as required by paragraph 2 of encl.

The final decision was then pronounced on 13.6.2025 as follows: “… DAN atas akujanji Plaintif Pertama untuk akur dengan apa-apa Perintah berkenaan dengan ganti rugi yang Mahkamah ini akan beri sekiranya Mahkamah ini berpendapat bahawa Defendan Ketiga telah mengalami apa-apa kerugian berikutan Perintah-Perintah yang diberi disini yang Plaintif Pertama seharusnya bayar, sekiranya ada, MAKA ADALAH DIPERINTAHKAN bahawa:-

Satu injunksi dibenarkan sementara menunggu pelupusan penuh dan muktamad tindakan ini bahawa Defendan Ketiga sama ada secara sendiri atau melalui pegawai-pegawai, ejen-ejen dan/atau nomini-nomini atau selainnya walau dengan melalui apa-apa cara pun, secara langsung dan/atau tidak langsung dihalang, ditahan dan/atau disekat (restrained) dari melupuskan, berurusan, menyerahhakkan, memindahkan, menyusutkan dan/atau mengurangkan nilai asetnya yang berikut yang mana di dalam dan/atau di luar bidang kuasa Mahkamah Yang Mulia ini sama ada atas nama Defendan Ketiga sendiri dan/atau dipegang bersama dan/atau dipegang oleh penama-penamanya dan/atau apa jua cara sekalipun sebaliknya bagi pihaknya dan/atau samaada dimiliki secara tunggal atau bersama:-

1.1 Rumah berkembar dua tingkat di No. 10, Lingkungan Desa, Taman Danau Desa, 58100 Kuala Lumpur yang dipegang dibawah hakmilik Geran 10677, Lot 33929, Mukim Kuala Lumpur, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan;

1.2 Rumah dua tingkat di No. 80, Jalan BU 12/6, Bandar Utama Damansara, 47800 Petaling Jaya, Selangor yang dipegang dibawah hakmilik Geran 261926, Lot 28235, Seksyen 39, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor;

1.3 Lot kedai di 50A, Jalan Desa Bakti, Taman Desa, 58100 Kuala Lumpur yang dipegang dibawah hakmilik Geran 15135, Lot No 51565, No. Bangunan M4, No. Tingkat 2, No. Petak 129, Mukim Kuala Lumpur,

1.4 Pangsapuri servis Noora (118 meter persegi), Parcel No. NR/TB/28/08/D, Tingkat 28, Building No. Tower B dengan petak sampingan No. S62 & S63 dan A2158 di Desa Park City Kuala Lumpur;

1.5 Jam tangan jenama Rolex Daytona Stainless Steel (Black) 40 mm; dan

1.6 Wang tunai berjumlah RM950,000.00.

Wang tunai berjumlah RM950,000.00 dan jam tangan jenama Rolex Daytona Stainless Steel (Black) 40 mm hendaklah didepositkan dan disimpan di dalam akaun firma guaman Tetuan Kevin & Co pada atau sebelum 26.6.2025.

Kos sebanyak RM4,000.00 dibayar oleh Defendan Ketiga kepada Plaintif Pertama tertakluk kepada fi alokatur. DAN SELANJUTNYA ADALAH DIPERINTAHKAN bahawa hartanah di Bungsar Hill adalah menjadi subjek akujanji oleh Plaintif Pertama dalam Kandungan 65 ini.”.

Naturally D3 is aggrieved by the decision and is appealing against the same.

These are my full grounds of judgment.

P1 is an individual having an address at Bukit Bandaraya, Kuala Lumpur. P1 is an investor and also an advocate and solicitor since 2020.

At the material time, P1 was the director and sole shareholder of Platinum Apex International Limited (‘PAIL’). PAIL is P1’s nominee.

The 2nd Plaintiff (‘P2’) is an individual having an address at Segambut, Kuala Lumpur. P2 is P1’s nominee.

The 1st Defendant (‘D1’) is an individual having an address at Petaling Jaya, Selangor while the 2nd Defendant (‘D2’) is a company incorporated in Malaysia with its registered address at 21st Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur.

D1 at all material times was the director and majority shareholder of D2.

D3 is an individual with his address for service at Taman Danau Desa, Kuala Lumpur and Mont’ Kiara, Kuala Lumpur. D3 is an advocate and solicitor practising at the 5th Defendant (‘D5’). He used to be a partner in the 4th Defendant (‘D4’) and he is now a partner in D5. D3 was allegedly in control and was the alter ego of Tegas Mantap Sdn Bhd (‘TMSB’).

D4 is a law firm operating at B3-3-5, Solaris Dutamas, No. 1, Jalan Dutamas 1, 50480 Kuala Lumpur. D4’s partners at all material times were Barry Tan Cheng Ho (‘Barry’), Chai Jia Hui (‘Jia Hui’) and Teong Yee Lin (‘Yee Lin’).

D5 is a law firm operating 16-6 & 16-3A, Menara 1, Mont’ Kiara, No. 1, Jalan Kiara, Mont’ Kiara, 50480 Kuala Lumpur. D5’s partners at all material times were D3, Kevin Sathiaseelan a/l Ramakrishnan (‘Kevin’ and also D3’s counsel), Leong Wie Mun (‘Wie Mun’) and Lam Tsu Heung (‘Tsu Heung’).

The 6th Defendant (‘D6’) is an individual with his address for service at Bandar Menjalara, Kuala Lumpur.

The 7th Defendant (‘D7’) is an individual with his address for service at Kampung Chempaka, Petaling Jaya, Selangor. D7 was the director and sole shareholder of TMSB at all material times.

The 8th Defendant (‘D8’) is a law firm operating at Suites A-11- 10 to A-11-8, Level 11, Plaza Taragon Kelana, No. 3, Jalan SS 6/6, Kelana Jaya, 47301 Petaling Jaya, Selangor. D8’s partners at all material times were Lim Meng Sue@Lim Meng Lee (‘Meng Sue’), Salawati Binti Desa (‘Salawati’) and Lim Tho Quin (‘Tho Quin’).

P1 became close with D1 through D1’s father, the late Datuk Lim Tee Keong, since they first met in 2012.

Around 2016, D1 informed P1 of his intention to sell D2’s assets held under 31 land titles at Bentong, Pahang and Batang Kali, Selangor (‘Land’).

D1 had, on behalf of D2, given exclusive mandate to P1 and D4 vide the letter dated 22.11.2017 (‘2017 Mandate Letter’) to be D2’s representative to negotiate and deal with, and finalise, the sale of the Land to Tropicana Corporation Berhad (‘TCB’) and/ or its subsidiaries. D1 had agreed, also on behalf of D2, to pay the Plaintiffs, D3 and D6 a commission or broker fee of 3% of the purchase price if the Land managed to be sold.

In selling the Land, P1 dealt with Tan Sri Dato’ Danny Tan Chee Sing (‘TS Danny Tan’), the founder of TCB, who was introduced to P1 by D3. The deal was successful where the purchase price of the Land was agreed in the sum of RM360 million (‘First Purchase Price’). Seven companies were named as purchasers and they are TS Danny Tan’s special purpose vehicles (‘First (2017) Offer Letter’).

Subsequently, many events transpired (see the pleadings of the parties and written submission by P1) which was summarised by P1 in the Common Scott Schedule as follows:

Second (2018) Offer Letter TS Danny Tan subsequently decided to purchase the Land without one plot at Batang Kali (‘Excluded Plot’) by using only six companies at a reduced purchase price of RM332,600,000.00 (‘Second Purchase Price’). The six companies signed the Second (2018) Offer Letter and paid the Deposit being 2% of the Second Purchase Price.

Third Letter by D6 to D8 Through the Third Letter to D2’s solicitors (D8), D6 authorised D8 to pay RM9.978 mil as fees to D4 as stakeholder.

Fourth Letter by D6 to D4 D6 issued the Fourth Letter to D4 to release the fees to the respective parties according to their entitlement. Based on the Fourth Letter, D3 and D4 gave an undertaking to P1 to release the sum of RM6,589,000.00 (RM4.953 million + RM1.645 million; ‘Payment Sum’) accordingly. P1 claimed that he and/ or his nominees, who were P2 and PAIL at the material time, were entitled to the Payment Sum.

Kuala Lumpur High Court Civil Suit No. WA-22NCvC- 651-10/2018 (‘Suit 651’) The sale and purchase of the Land without the Excluded Plot between D2 and the six companies was subsequently cancelled. D2 refused to return the Deposit and this resulted in the filing of Suit 651 for the recovery of the Deposit. The parties eventually reached a settlement wherein, among others, D2 agreed to sell the Land without the Excluded Plot to Tropicana Laris at the Second Purchase Price. Tropicana Laris is a majority owned subsidiary of Tropicana Berhad.

Termination of the 2017 Mandate Letter Around 2019, P1 began urging D1 to honour and complete all agreements with P1, including payment of the fees arising from the sale and purchase of the Land. P1’s relationship with D1 deteriorated and D1 and D2 terminated the 2017 Mandate Letter on 3.9.2019 (‘Mandate Termination Letter’). It is the Plaintiffs’ case that the Mandate Termination Letter was issued or designed to defraud and injure them.

Termination Rejection Letter P1 rejected the termination of the 2017 Mandate Letter through the letter dated 25.9.2019 to D1 and D2 (‘Termination Rejection Letter’). D3 and D4 were also copied in the Termination Rejection Letter but they remained silent. The Plaintiffs allege that this is because D3’s plan was to convince D1 and D2 to exclude P1 and/ or his nominees from receiving the Payment Sum.

Sale and Purchase Agreement (‘SPA’) with Tropicana Laris D2 and Tropicana Laris entered into a SPA on 18.10.2019 for the Land without the Excluded Plot and six units of shoplots at Taman Gohtong Jaya, Genting Highlands, Pahang (‘Shoplots’) for the sum of RM348 million (‘Third Purchase Price’). All transactions and dealings for the sale were completed on 10.3.2020.

New Agreement After investigating, P1 subsequently learned that D3, purportedly through TMSB, entered into a New Agreement dated 16.10.2019 with D1 and/ or D2 wherein the terms are, among others, as follows:

TMSB is the party that introduced Tropicana Laris for the sale and purchase of the Land without the

(ii) TMSB has been involved in negotiations relating to the offer and acceptance, and the sale and purchase of the Land without the Excluded Plot and Shoplots; and

(iii) an amount of RM10,548,000.00, which is 3% of the Third Purchase Price, shall be paid by D2 to TMSB as the Introduction Fees. D1 and/ or D2 wrongfully paid, through D8, the Introduction Fees to TMSB through Alliance cheque no. 000243 amounting to RM1,045,800.00 and Alliance cheque no. 00322 amounting to RM9,412,200.00 (‘Cheques’). After receiving the Cheques, D3 had issued the receipts dated 25.10.2019 and 28.5.2020 through TMSB (‘Official Receipts’) notwithstanding that no invoices were ever issued.

As can be seen from the Common Scott Schedule, D3 has his own version of the events. Essentially, D3’s position was that the Plaintiffs’ entitlement, if any, to any fee or commission ended with the collapse of the Second (2018) Offer Letter and the Mandate Termination Letter. The New Agreement surrounded a new set of properties, purchase price and purchasing entities whereby D3 was merely an introductory and receiving party. In addition, there was a letter of offer dated 25.9.2019 from Perdana Parkcity Sdn Bhd (‘PPSB’) to D2 to purchase the land but no agreement was reached between the parties.

The Plaintiffs’ claim in the instant suit is for, among others, the sum of RM6,598,000.00 being brokerage fee/ commissions/ renumerations/ consultation fees for the sale of the Land.

On 14.4.2024, P1 filed the application in encl. 65 for, among others, the following reliefs against D3: “1. Satu injunksi dibenarkan sementara menunggu pelupusan penuh dan muktamad tindakan ini bahawa Defendan Ketiga sama ada secara sendiri atau melalui pegawaipegawai, ejen-ejen dan/atau nomini-nomini atau selainnya walau dengan melalui apaapa cara pun, secara langsung dan/atau tidak langsung dihalang, ditahan dan/atau disekat (restrained) dari melupuskan, berurusan, menyerahhakkan, memindahkan, menyusutkan dan/atau mengurangkan nilai sebarang asetnya termasuk tetapi tidak terhad kepada wang tunai yang mana di dalam dan/atau di luar bidang kuasa Mahkamah Yang Mulia ini sama ada atas nama Defendan Ketiga sendiri dan/atau dipegang bersama dan/atau dipegang oleh penama-penamanya dan/atau apa jua cara sekalipun sebaliknya bagi pihaknya dan/atau samaada dimiliki secara tunggal atau bersama termasuk tetapi tidak terhad kepada sebarang baki kredit atau wang-wang atau jumlah pinjaman seperti yang boleh dan/atau boleh selepas ini disimpan dalam mana-mana bank, syarikat kewangan dan/atau institusi kewangan lain setakat nilai RM6,598,000.00 atau sebarang jumlah lain yang difikirkan patut oleh Mahkamah Yang Mulia ini, dengan syarat bahawa a) sekiranya jumlah nilai aset-aset Defendan Ketiga yang tidak dibebankan dalam bidangkuasa Mahkamah Yang Mulia ini melebihi RM6,598,000.00 atau jumlah yang ditentukan oleh Mahkamah Yang Mulia ini, Defendan Ketiga boleh mengalihkan mana-mana aset berkenaan atau boleh melupuskan atau berurusan dengannya selagi nilai aset Defendan Ketiga yang tidak dibebankan dalam bidangkuasa Mahkamah Yang Mulia ini selepas pengalihan sedemikian, pelupusan dan/atau pengurusan kekal lebih daripada jumlah sebanyak RM6,598,000.00 atau jumlah yang ditetapkan oleh Mahkamah Yang Mulia ini; b) sekiranya jumlah nilai aset-aset Defendan Ketiga yang tidak dibebankan di dalam bidangkuasa Mahkamah Yang Mulia ini tidak melebihi jumlah sebanyak RM6,598,000.00 atau jumlah yang ditentukan oleh Mahkamah Yang Mulia ini, Defendan Ketiga tidak boleh mengalihkan mana-mana aset berkenaan daripada bidangkuasa Mahkamah Yang Mulia ini dan tidak boleh melupuskan atau berurusan dengan mana-mana yang berkenaan, tetapi sekiranya Defendan Ketiga mempunyai aset-aset yang lain diluar bidangkuasa Mahkamah Yang Mulia ini, Defendan Ketiga boleh melupuskan atau berurusan dengan aset-aset berkenaan selagi jumlah nilai kesemua aset-aset Defendan Ketiga yang tidak dibebankan samaada di dalam atau di luar bidangkuasa Mahkamah Yang Mulia ini selepas pengalihan sedemikian, pelupusan dan/atau pengurusan adalah kekal lebih daripada jumlah sebanyak RM6,598,000.00 atau jumlah yang ditentukan oleh Mahkamah Yang Mulia ini; c) Perintah-Perintah ini tidak melarang Defendan Ketiga daripada membelanja RM3,000.00 sebulan bagi perbelanjaan kehidupan biasa dan memperolehi kebenaran Mahkamah Yang Mulia ini untuk membayar perbelanjaan guaman yang munasabah.

bahawa Defendan Ketiga hendaklah dalam tempoh tujuh (7) hari dari tarikh PerintahPerintah ini, memfailkan dan menyampaikan satu afidavit ke atas peguamcara Plaintif Pertama, memaklumkan Plaintif Pertama mengenai kesemua aset Defendan Ketiga sama ada di dalam dan/atau di luar bidangkuasa Mahkamah Yang Mulia ini dan sama ada di dalam nama Defendan Ketiga sendiri atau tidak atau dipegang oleh individu lain bagi pihak dan/atau sebagai amanah bagi Defendan Ketiga dan sama ada dimiliki secara tunggal dan/atau bersama, menyatakan sifat, nilai, lokasi dan butiran kesemua aset-aset sedemikian termasuk tetapi tanpa prejudis kepada keluasan makna yang berikut:- a) Kesemua akaun-akaun bank dan/atau yang lain, samaada atas namanya sendiri dan/atau dipegang bersama dan/atau dipegang oleh penama-penama dan/atau apa jua cara sekalipun sebaliknya bagi pihaknya dan mengenalpasti cawangan dimana akaun tersebut dibuka, nombor akaun, keadaan akaun dan baki dalam akaun yang masih ada; b) Sifat, nilai dan lokasi pegangan saham Defendan Ketiga, jika ada, dalam mana-mana syarikat; c) Sebarang overdraf dan/atau kemudahan pinjaman dari suatu bank, syarikat kewangan dan/atau institusi kewangan lain, dan/atau mana-mana individu lain, perkongsian dan/atau badan korporat apa jua cara sekalipun, dan mengenalpasti bank-bank sedemikian, syarikat kewangan dan/atau institusi kewangan dan/atau individu sedemikian, perkongsian dan/atau badan korporat, sifat dan terma-terma kemudahan dan keadaan keberhutangan; d) Sebarang hutang kepada Defendan Ketiga oleh mana-mana individu, perkongsian dan/atau badan korporat mengenalpasti jumlah sedemikian, menyatakan bagaimana ianya timbul dan bila ianya perlu dibayar; e) Sebarang harta tak alih, mengenalpastinya dan menyatakan atas nama siapa hartanah dipegang, sama ada hartanah adalah pegangan bebas atau pegangan pajak, nilai hartanah dan sama ada ianya dicagarkan atau digadaikan dan jika ada, kepada siapa dan untuk jumlah apa; f) Sebarang hartanah lain, mengenalpasti sifat dan menyatakan nilainya sama ada ianya disandarkan atau digadaikan dan jika ada, kepada siapa dan untuk jumlah apa; dan g) Sebarang wang, bakian, syer-syer, hutang-hutang, hartanah (tak alih atau persendirian) dipegang bagi pihak atau sebarang amanah bagi Defendan Ketiga oleh mana-mana individu yang lain, perkongsian atau badan korporat, menyatakan melalui siapa ianya dipegang bersama dengan butiran penuh dan terperinci.”.

On 29.11.2024, Consent Judgment was recorded whereby –

the Plaintiffs’ claim against D1, D2 and D8 were struck out without liberty to file afresh and no order as to costs;

the Plaintiffs claim against D8 was struck out with costs of RM40,000.00 to be paid by the Plaintiffs to D8 within seven days from 29.11.2024 and without liberty to file afresh; and

D1’s and D2’s counterclaim was struck out without liberty to file afresh and no order as to costs. The Plaintiffs’ counsel indicated that his clients will proceed with the claim against D3 to D7 and requested that the application in encl. 65 to be heard before the other interlocutory applications which were pending at that time, including D3’s application to strike out the suit (encl. 53, which was also dismissed on 17.4.2025).

D3 agreed with P1’s submissions on the legal principles which were applicable to the application in encl. 65.

The statutory provisions as cited in encl. 65 are quoted below for the ease of reference: O. 29, rr. 1 and 2 of the RC 2012: “Application for injunction (O. 29, r. 1)

(1) An application for the grant of an injunction may be made by any party to a cause or matter before or after the trial of the cause or matter, whether or not a claim for the injunction was included in that party’s originating process, counterclaim or third-party notice, as the case may be. … Detention, preservation of subject matter of cause or matter (O. 29, r. 2)

(1) On the application of any party to a cause or matter, the Court may make an order for the detention, custody or preservation of any property which is the subject matter of the cause or matter, or as to which any question may arise therein, or for the inspection of any such property in the possession of a party to the cause or matter.

For the purpose of enabling any order under paragraph (1) to be carried out, the Court may by the order authorize any person to enter upon any immovable property in the possession of any party to the cause or matter.

Where the right of any party to a specific fund is in dispute in a cause or matter, the Court may, on the application of a party to the cause or matter, order the fund to be paid into Court or otherwise secured.

An order under this rule may be made on such terms, if any, as the Court thinks just. …” Sections 50 and 51 of the SRA 1950: “Preventive relief how granted

Preventive relief is granted at the discretion of the court by injunction, temporary or perpetual. Temporary and perpetual injunctions

51.

Temporary injunctions are such as are to continue until a specified time, or until the further order of the court. They may be granted at any period of a suit, and are regulated by the law relating to civil procedure.

A perpetual injunction can only be granted by the decree made at the hearing and upon the merits of the suit; the defendant is thereby perpetually enjoined from the assertion of a right, or from the commission of an act, which would be contrary to the rights of the plaintiff.” Section 25 of the CJA 1964: “Powers of the High Court

(1) Without prejudice to the generality of Article 121 of the Constitution the High Court shall in the exercise of its jurisdiction have all the powers which were vested in it immediately prior to Malaysia Day and such other powers as may be vested in it by any written law in force within its local jurisdiction.

Without prejudice to the generality of subsection (1) the High Court shall have the additional powers set out in the Schedule: Provided that all such powers shall be exercised in accordance with any written law or rules of court relating to the same.” Paragraph 6 of the Schedule in the CJA 1964: “Preservation of Property

Power to provide for the interim preservation of property the subject matter of any cause or matter by sale or by injunction or the appointment of a receiver or the registration of a caveat or a lis pendens or in any other manner whatsoever.”.

In Mareva Compania Naviera SA v International Bulkcarriers SA; The Mareva [1980] 1 All ER 213, the English Court of Appeal opined that – “… that principle applies to a creditor who has a right to be paid the debt owing to him, even before he has established his right by getting judgment for it. If it appears that the debt is due and owing, and there is a danger that the debtor may dispose of his assets so as to defeat it before judgment, the court has jurisdiction in a proper case to grant an interlocutory judgment so as to prevent him disposing of those assets. ...”.

The legal requirements which have been consistently applied by the courts in granting Mareva Injunctions are as follows:

the applicant has a good arguable case;

the respondent has assets within jurisdiction; and

there is a real risk of assets being dissipated before judgment [see S & F International Ltd v Trans-Con Engineering Sdn Bhd [1985] CLJ (Rep) 280 (FC), Aspatra Sdn. Bhd. & Ors v Bank Bumiputra (M) Bhd & Anor [1987] CLJ (Rep) 50 (SC) and Creative Furnishing Sdn Bhd v Wong Koi [1989] CLJ (Rep) 22 (SC)].

P1 contended that he has fulfilled all the legal requirements for a Mareva Injunction to be granted. At the opposite end, D3 argued that –

the Plaintiffs have suppressed material facts and misled this Court as P1 failed to disclose that PAIL has been struck off and dissolved prior to initiation of this suit. Therefore, the application must be dismissed without regard to the merits;

the Plaintiffs have no arguable case because –

the Plaintiffs have contravened s 22C(1)(d) of the Valuers, Appraisers and Estate Agents Act 1981 [Act 242];

(ii) the Plaintiffs have failed to establish conspiracy;

(iii) there is a distinction between the two separate deals in relation to the Second (2018) Offer Letter and the offer in 2019 which led to the New Agreement;

(iv) P1’s name is not stated in the documents; and

P1’s claim is against the wrong party; and

there is no risk of dissipation of assets as D3 is an advocate and solicitor of the High Court with a family based in Kuala Lumpur and he is not disputing assets within the jurisdiction.

The 2nd requirement that D3 has assets within jurisdiction is not disputed. Hence, the preliminary issue raised by D3 and the 1st and 3rd requirements for a Mareva Injunction to be granted will be discussed in the following part of this judgment.

D3’s counsel began his submission by stating that the arguments for D3 must be viewed in light of the Consent Judgment which was entered on 29.11.2024 between the Plaintiffs and D1, D2 and D8 and the deletion and admission of facts as contained in the Consent Judgement. Preliminary Issue: Whether there was suppression of facts by P1

D3 asserted that P1 had repeatedly represented that P1 was claiming on behalf of PAIL. However, the Plaintiffs have failed to plead in the Statement of Claim, and to mention in the instant application, a material fact that PAIL has been struck off prior to the commencement of this suit.

Applying the decision of the court in Creative Furnishing (supra) and Pathma d/o Naganather & Anor v Nivedita d/o Naganather (No 1) [2002] 6 MLJ 361, P1 must show utmost good faith and disclose his case fully and fairly. P1 must identify the crucial points for and against the application, and not rely on general statements and merely exhibiting numerous documents.

D3 submitted that the Plaintiff failed to disclose all facts which reasonably could, or would, be taken into account by this Court in deciding whether to grant the application. The act of suppression was carried out to circumvent the fact that P1 has no locus standi to initiate this suit due to the following reasons:

P1 is reliant on a purported nomination of PAIL and P2 as P1’s nominees but P1 failed to prove any nomination;

the reliefs claimed are based on the Second (2018) Offer Letter which was subsequently terminated and litigated upon by the parties in Suit 651;

any alleged nomination does not make any sense as there were no monies owed and payable to P1 pursuant to the 2017 Mandate Letter, which does not refer to the payment of any fees;

P1 is not a named party and is not entitled to any payment in accordance with the Second (2018) Offer Letter and the letters issued by D6 to authorise payment of the fee; and

the Plaintiffs have contravened Act 242; their allegation of conspiracy were defeated by two breaks in causation being Suit 651 and the offer to purchase the land made by PPSB; and the reliefs they are seeking are from the 2019 offer where they were not involved.

P1 countered that Creative Furnishing (supra) and Pathma (supra) pertain to applications which were heard on an ex-parte basis as opposed to encl. 65 here which was heard inter partes and therefore, D3 was given fair and adequate opportunity to present his case and disclose any material facts which he thinks is relevant for the Court to consider. Furthermore, the duty to disclose is as regards relevant material facts and not of any facts (see Mohamed Zahid Yon Mohamed Fuad & Anor v Fat Boys Records Sdn Bhd [2022] 7 CLJ 339).

Moreover, I was persuaded by P1’s submission that –

although PAIL has been dissolved, PAIL was merely an entity nominated by P1 to receive a portion of the

after the issue of PAIL’s dissolution was brought to the Court’s attention, P1 had explained that the existence of PAIL was not a significant issue because the 2017 Mandate Letter was issued in P1’s personal name and hence, the dissolution of PAIL does not invalidate P1’s rights;

the sale of the Land without the Excluded Plot by D2 to Tropicana Laris pursuant to the 2017 Mandate Letter remains unchanged, which is the underlying basis of the Plaintiffs’ suit; and

there was nothing suspicious or illegal in using nominees to receive the Payment Sum. P1 has renamed himself as the party receiving a portion of the Payment Sum in place of PAIL before the filing of this suit.

As regards the issue of locus standi, I was similarly persuaded by P1’s arguments that he has the locus standi, and not PAIL, as –

P1 personally dealt with D1 and D2 as the seller and TS Danny Tan as the purchaser, and was personally involved in the sale of the Land. The cause of action is primarily based on the 2017 Mandate Letter, which was given to P1 in his name and to D4, and the Mandate Termination Letter, which was issued by D2 in P1’s name and does not mention the names of PAIL and P2;

the Third Letter and Fourth Letter which were issued by D6 to D8 and D4, respectively, only refers to PAIL because it had already been determined by P1 beforehand that PAIL was his nominee to receive a portion of the Payment Sum at that material time. The affidavit shows that this matter, including details as to P2, was within the knowledge of D3 who prepared, among others, the Fourth Letter;

ultimately, the Land without the Excluded Plot was still sold to a subsidiary of Tropicana Berhad; and

among the reliefs sought is for Defendants to pay the Plaintiffs the Payment Sum.

The other justifications put forth by D3 as set out in subparagraphs 35(d) and (e) above will be discussed in the succeeding part of this judgment. 1st Requirement: Whether P1 has a good arguable case - Alleged contravention of s 22C(1)(d) of Act 242

Section 22C(1)(d) of Act 242 provides as follows: “22c. Restrictions on estate agency practice

No person shall unless he is a registered estate agent and has been issued with an authority to practise under section 16 – …

be entitled to recover in any court any fees, commissions, charges or remuneration for any professional advice or services rendered as an estate agent.”.

D3 argued that P1 has admitted to nominating D6 as a frontman, compounded by D6’s admission that he was a frontman for the Second (2018) Offer Letter. In the Fourth Letter by D6 to D4 the words used are “… pay to the following persons as their commission/ remunerations/ consultation fees/ brokerage fees …”. These facts establish a system of practice as an estate agency practice (see Lim Kan Leong & Anor v Safetags Solution Sdn Bhd [2022] MLJU 2653).

However, the Plaintiffs have failed to adduce any evidence to establish that they are registered estate agents. Hence, on the authority of Ong Thean Chye & Ors v Tiew Choy Chai & Anor [2011] 4 MLJ 616 (CA), any claim by the Plaintiffs is in violation of Act 242.

Based on the affidavit evidence and submissions by P1 and D3, it was my finding that Ong Thean Chye’s case can be distinguished because it involves an unregistered individual directly claiming fees whereas in the instant case, there was involvement of D6, a registered estate agent. Under the 2017 Mandate Letter, D3 had suggested D6 to D2 to act as the licensed real estate agent for the sale and purchase of the Land. This suggestion was accepted.

I also find that P1 has nominated D6 to receive the fees. D6 has authority to receive the same. D6 issued the Third Letter directing D8 to pay D4 the sum of RM9.978 million. D6 then issued the Fourth Letter to D4 to retain the said sum for payment to the respective parties including PAIL and P2. All matters were done by D6 as a licensed real estate agent.

In conclusion, D3 has not established that there was a contravention of s 22C(1)(d) of Act 242. - Failure to establish conspiracy

D3 drew the attention of this Court to the case of Goh Bak Ming v Yeoh Eng Kong and other appeals [2018] MLJU 1133 where the respondent/ plaintiff is P1. The Court of Appeal held that conspiracy was not established and that P1 had no locus standi (see too, Universal Health Care (R&D) Sdn Bhd (formerly known as SSI Health Care Sdn Bhd) v Ramli bin Md Saleh & Ors [2023] MLJU 1783 where the court had referred to Goh Bak Ming’s case).

D3 submitted that the Plaintiffs’ allegations of conspiracy were bare allegations which were not premised on any documentary evidence and were defeated by two breaks in causation being Suit 651 and the offer to purchase the land made by PPSB. P1 confirmed a break in continuity when P1 asked D3 if there were other interested parties to buy the Land.

Insofar as TMSB was concerned, D3 contended that –

any matters relating to TMSB are irrelevant as they are only related to the offer which was made in 2019 wherein the Plaintiffs are not privy to;

D3 is not aware and is not obligated to manage TMSB after the sale of D3’s shares; and

the Plaintiffs are mere busybodies when making allegations regarding TMSB and the purported statutory breaches (see Nik Elin Zurina Nik Abdul Rashid & Anor v Kerajaan Negeri Kelantan [2024] 3 CLJ 323).

At this stage of the proceedings, all that P1 has to prove is a good arguable case for an order to be made for a Mareva Injunction. No determinative finding that the Plaintiffs have established their allegation of conspiracy needs to be made for purposes of encl. 65.

Based on the Plaintiffs’ pleadings, their cause of action is premised on a conspiracy by the Defendants to injure the Plaintiffs and causing the Plaintiffs to suffer losses and damages by -

establishing TMSB for the purpose of directing and/ or misappropriating the Payment Sum into TMSB;

devising and causing TMSB to enter into the New

devising and causing D8 to release the sum of RM10,458,000.00 to TMSB, which ought to have been released to the D4 as a stakeholder;

devising and withdrawing, misusing, misappropriating, transferring and/ or disposing the sum of RM10,458,000.00 from TMSB to D3, D7 and the Defendants before rendering TMSB a dormant company;

pre-planning and not conducting any business or operations in TMSB and not complying with the requirements under the Companies Act 2016 [Act 777] by not submitting TMSB's audited accounts, not holding meetings etc. resulting in TMSB being struck off from the register of the Companies Commission; and

pre-planning and establishing TMSB as a sham vehicle controlled and operated by D3 and/ or the other Defendants solely for the purpose of receiving the sum of RM10,458,000.00 and subsequently withdrawing, misusing, misappropriating, transferring, and/ or disposing the said sum from TMSB to D3, D7 and the other Defendants.

Further, the documentary evidence such as the Mandate Termination Letter, Termination Rejection Letter, New Agreement with TMSB and SPA with Tropicana Laris supports P1’s proposition that it has established a case which is more than capable of serious argument. A good arguable case does not connote a case where the Plaintiffs are guaranteed of winning but rather one where they have presented their claim in a coherent and logical manner; presented a reasonable and plausible narrative that could be believable in support of their claim; and demonstrated that the cause of action is capable of relying on certain principles of law that could give rise to a potential claim with conceivable remedies (see Pelorus Holdings Sdn. Bhd. v Jaffa Roger Dawkins [2020] 1 LNS 1928).

In the final analysis, I was satisfied that P1 has established a good arguable case in respect of its cause of action on conspiracy to injure. - Distinction between the two separate deals in relation to the Second (2018) Offer Letter and the offer in 2019 which led to the New Agreement

According to D3, the offers in 2018 and 2019 are separate and distinct and the Plaintiffs are not privy to the latter. The Second

Offer Letter had been terminated and resulted in Suit

The Plaintiffs have admitted to the termination (paragraph 16 in encl. 122) and they proceeded to lie about the outcome of Suit 651. The Plaintiffs’ entitlement, if any, had thus ended after the collapse of the Second (2018) Offer Letter.

I was, however, satisfied that P1 has established a good arguable case that the two deals as mentioned are not separate and the requirements of the 2017 Mandate Letter has been fulfilled. This is because the sale of the Land without the Excluded Plot involved Tropicana Laris, a subsidiary of Tropicana Berhad, as the end buyer. The purchase price for the Land without the Excluded Plot was the Second Purchase Price and the Third Purchase Price was as a result of the Shoplots. - P1’s name is not stated in the documents

D3 asserted that P1 has never been named in the documents save for the 2017 Mandate Letter which has since been terminated. No payment of fees is stipulated in the 2017 Mandate Letter.

In addition, P1 has failed to show that any nomination was made save for a purported nomination letter.

In any case, PAIL was a named party and should be the party in this suit but PAIL was dissolved prior to the commencement of this suit. P1 has no locus standi to initiate this action. The letters and nomination of D6 as frontman, and as admitted by the Plaintiffs, is a sham arrangement. A sham arrangement is against public policy and hence, is not enforceable (see Yogananthy a/o AS Thambaiya v Harta Pusaka Idris bin Osman [2020] 5 MLJ 455). The mere fact that P1 may be a beneficiary does not form locus standi (see Ikatan Kelab-Kelab Melayu Negeri Pulau Pinang v Yayasan Bumiputra Pulau Pinang & Ors and another appeal [2014] 1 MLJ 27).

D3’s propositions did not appeal to me for the following reasons:

P1 was given an exclusive mandate. The 2017 Mandate Letter was issued to P1. P2 and PAIL were only authorised by P1 as his nominees to receive the fees at the material time. There was no necessity for P1’s name to be mentioned in the Fourth Letter by D6 to D4. Therefore, P1 has the right to file this suit;

D3’s reliance on the case of Ikatan Kelab-Kelab Melayu Negeri Pulau Pinang is misplaced because it was held that being a beneficiary alone does not confer locus standi and one must demonstrate a legal relationship or direct interest in the matter. Here, P1 had a contractual relationship with D1 and D2 pursuant to the 2017 Mandate

the nomination of D6 was part of a legitimate business transaction. There was no evidence to conceal P1’s involvement or avoid any legal or professional obligations and nor of any intention to deceive or mislead any party involved in the transactions. - P1’s claim is against the wrong party

D3 earnestly submitted that he has been wrongly named in this suit because he did not receive any monies for the Second

Offer Letter. The Plaintiffs’ claim revolves around the Second (2018) Offer Letter which was terminated. The payment which D3 received was in accordance with the offer in 2019 where he was a service provider and merely a receiving party. D3 had no authority to make any representations and therefore, it was improbable for him to have made any representations and to have made any decisions with regards to the matters related to the offer in 2019 (see Pengurusan Danaharta Nasional Bhd v Dato’ Sng Chee Hua & Anor [2006] 6 MLJ 477).

I found that P1’s response on this issue leaned towards justifying P1’s locus standi in initiating this suit rather than answering the allegation that D3 was wrongly named as a Defendant in this action.

Nonetheless, for the reasons as explained previously, especially in respect of D3’s arguments on conspiracy and two separate deals, clearly, there is no merit in D3’s contention that he has wrongly been named in this suit. 3rd Requirement: Whether there is a real risk of assets being dissipated

It was fervently argued by D3 that P1’s application is hung on presumptions that are not supported by a single shred of evidence to prove a serious risk of dissipation of assets.

D3 highlighted the following factors to support his submission that there is no risk whatsoever of his local assets being dissipated:

D3 is a registered member of the Bar Council of Malaysia and is currently a partner of D5. D3 has shown full intention and interest of remaining in local jurisdiction by maintaining his registration with the Bar Council and his appointment as a partner of D5;

D3 has exhibited that payment is being made for his child’s school fees at the Alice Smith School, Kuala

there is no evidence to suggest that D3 intends to liquidate his business interests or to dissipate his assets. P1 has made bare assertions (see Tsoi Ping Kwan v Loh

the Plaintiffs’ allegations regarding the Advocates and Solicitors Disciplinary Board (‘DB’) are baseless as there was no stakeholder duty and no hearing has been carried out by the Disciplinary Committee (‘DC’). At the date of hearing of encl. 65, D3’s counsel informed the Court that D3 has filed for a stay of the disciplinary proceedings pending the outcome of this case. Affidavits and submissions have been filed and the parties were waiting for the DB’s instructions;

P1 lacks locus standi and made frivolous allegations including on purported statutory breaches when such breach, if any, does not give rise to a private law cause of action (see Dato’ Shun Leong Kwong v Toh May Fook &

a Mareva Injunction should also not be used as a tool for oppression as is the case here.

P1 submitted in great detail to justify his position that there is a real risk of D3 dissipating his assets or otherwise making these assets unavailable to satisfy a potential judgment in favour of the Plaintiffs. The crux of the submission is as follows:

D3’s status as a member of the Bar Council and his role as a partner of D5 does not mitigate the risk of asset dissipation. Legal precedent and statutory provisions under the Legal Profession Act 1976 [Act 166] show that professional status does not shield individuals from scrutiny. Professional standing can be exploited and it has not precluded D3 from engaging in past deceptive practices. D3 was expelled from D4 after P1 lodged the complaint with DB. D3 then joined D5 as a façade to maintain his appearance as trustworthy. D3 has shown a propensity to hide under his professional image to deceive and divert the fees;

payment of school fees alone does not illustrate financial responsibility and was used to create a false impression;

D3 has demonstrated a series of actions that show severe lack of probity and dishonest conduct, namely –

conspiring with the other Defendants to wrongfully pay the Payment Sum to TMSB, which was incorporated as a sham entity whilst D3 was the partner at D4, to misdirect the funds away from P1. D3 is capable of using other channels to dissipate his assets. One month after TMSB received the fees in full, D3 resigned as its director and his shares were transferred to D7. TMSB was a dormant company and did not pay any taxes and was eventually struck off on the ground of not conducting or operating any business. D3 allowed TMSB to be struck off after the fees have been diverted, misappropriated and siphoned out of TMSB, essentially turning TMSB into an empty shell;

(ii) D3 has engaged in prolonged deceit for three years. D1, through D3, had requested P1 to be patient because D1 needed time to resolve tax issues arising from the sale of the land. D1 also directed D3 to negotiate a global settlement. P1 expected D3 would act transparently to resolve the matter. However, from the WhatsApp messages over an extended period between P1 and D3, D3 never disclosed to P1 the fact that D1 and D2 has paid Introduction Fees in October 2019. D3 consistently used the excuse that he did not receive any payment as a tactical move to prevent P1 from knowing the truth. D3 had misled P1 by employing deceitful and delaying tactics. False promises and excuses show a pattern of dishonesty and real risk of dissipation of assets (see Atlantis Commodies Trading v Orin Energy Investment [2024] CLJU 638); and

(iii) D3’s history of failing to meet tax obligations shows dishonesty and is indicative of a risk of asset dissipation. TMSB and D3 did not issue any invoices to D2 for purposes of the Sales and Services Tax under the Sales Tax Act 2018 [Act 806];

P1 has lodged a complaint against D3 for failure to pay the Payment Sum and the DB has decided to appoint the DC to conduct an inquiry; and

the instant application is not an instrument of oppression but is a legitimate protective measure underscored by specific risk of asset dissipation as illustrated by D3’s past and ongoing activities. P1 has given an undertaking in damages and showed his preparedness to safeguard against potential harm to D3.

After having given careful consideration to the parties’ affirmations and submissions, I was of the view that P1 has produced evidence of a history or pattern that demonstrates a likelihood of asset dissipation. I do not think that P1 is utilising this application as a personal tool of oppression and blackmail, thereby abusing the court process. On the contrary, this is a fit and proper case to grant a Mareva Injunction against D3. Affidavit on disclosure of D3’s assets

Immediately after I gave my decision on 17.4.2025 in allowing P1’s application in encl. 65 against D3, Dato’ Kevin requested that the Mareva Injunction be limited to the assets owned by D3, the value of which is more than RM6.5 million, and not to the bank accounts. This is because, as a partner in D5, there are times when D3 has to withdraw money from the bank accounts if money in D5 is insufficient. Furthermore, the sum of RM6,598,000.00 is supposed to be shared with the other Defendants. Prayers 2(e) and (f) in encl. 65 should be enough.

P1’s counsel opined that the Mareva Injunction should extend to D3’s bank accounts.

In aid of the Mareva Injunction, I was inclined to order D3 to disclose his assets in the terms as per prayer 2 of encl. 65. There was no proof of D3’s assets and nor any evidence of financial hardship as alleged. This necessitated the disclosure order to be made.

The learned counsels then agreed to a holding over of the decision as to whether it is in respect of D3’s assets only or includes his bank accounts until D3 affirms the affidavit as required by prayer 2 in encl. 65. The Court directed that D3’s affidavit to be filed by 5.5.2025.

D3 filed the affidavit on 5.5.2025 (encl. 231), followed by P1’s affidavit in reply on 7.5.2025 (encl. 237).

On 7.5.2025, D3’s counsel informed the court that his client would like to reply to encl. 237. I directed that the affidavit to be filed by 20.5.2025.

D3’s reply affidavit was filed on 15.5.2025 (encl. 245).

On 13.6.2025, after considering encls. 231, 237 and 245, I decided that D3’s assets which shall be subject to the Mareva Injunction are as follows:

the Rolex watch;

the semi-detached house at Taman Desa;

the terrace house at Bandar Utama;

the apartment at Desa Parkcity; and

the shop lot at Taman Desa.

Based on my calculation, the total value of the abovesaid assets is RM945,247.00. D3 had offered cash of RM950.000.00 to top-up the difference and hence, I directed that the said sum to be placed into the account of D3’s solicitors by 26.6.2025.

Dato’ Kevin requested that D3 be allowed to use the money in the fixed deposit account to pay the sum of RM950,00.00 and for the Rolex watch to be deposited with D5 as the solicitors. P1’s counsel had no objections to this request and it was accordingly allowed.

On the issue of fortification, P1’s counsel explained that two properties were offered; the first at Bungsar Hill belongs to P1 while for the second property, P1 has a beneficial interest and it is the subject matter of another suit.

Dato' Kevin accepted the explanation and that the Bungsar Hill property shall be the subject of the undertaking. An order to this effect was accordingly made as well.

Premised on all the aforesaid considerations, P1’s application in encl. 65 was allowed with costs of RM4,000.00, subject to allocatur. DATED: 17.9.2025 (ALIZA SULAIMAN) JUDGE HIGH COURT IN MALAYA KUALA LUMPUR Solicitors for the Plaintiffs : Keshwinder Singh a/l Jagjit Singh (Sharuni a/p Tarmaraja with him) Messrs. Patrick Yeoh & Company Solicitors for the 3rd Defendant: Dato’ Kevin Sathiaseelan a/l Ramakrishnan (Reuben Ong Shen Myn with him) Messrs. Kevin & Co.