Court DecisionMY-HC

WA-22NCC-888-12/2023

Abdul Kareem Meera Mohaideen v 1. ) Zam Zam Food Bazaar Sdn Bhd (WA-22NCC-888-12/2023)

High Court of Malaysia29 Apr 2026

The written judgment as the court issued it, with the coram, case number, and source links. Every paragraph has its own anchor.

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Outcome

What the court ordered

As mentioned, on 29.4.2026, the counsel for the Defendants appeared before me via Zoom. In the light of recent events, she withdrew her application in Enclosure 58 for an order to cease acting for the Defendants.
P's counsel objected to the Defendants' request to re-open the case. After hearing the parties, I rejected the Defendants' request to re-open the case and dismissed Enclosure 67.
I then proceeded to deliver my decision. I granted judgment in favour of P. I ordered the Defendants to pay to P a sum of RM 1,761,100, within seven days from the date of the judgment. I awarded interest on the judgment sum at the rate of 5 % per annum, from the date of judgment to the date of payment. I awarded costs of RM 10,000 to P. Discretion not to re - open the case
In deciding whether or not to re - open the case, I was guided by the Court of Appeal decision in Tan Kah Khiam v Liew Chin Chuan & Anor [2006] 4 CLJ 715 at 725, which held: [6] ... whether the trial judge may exercise his discretion to permit the reopening of a party's case will very much depend on the stage at which the application is made. It may be more likely that discretion may be exercised at the stage where the application is made immediately after a party closes his case. But it may be less likely that discretion will be favourably exercised where the application is made after the defendants have closed their case and just before the trial judge is about to pronounce his judgment. ... [9] The view I have taken is supported by the decision in TD Canada Trust v. McMaster et al [2003] B.C.D. (Civ) 16394, where Garson J said: In Dudas v. Munroe [1993] B.C.J. 2035 (S.C.) (Q.L.), Braidwood J (as he then was) summarised the law concerning the court's discretion to re - open a trial before judgment is entered as follows: In deciding whether or not to re-open a case, the governing considerations are first, would a miscarriage of justice probably occur without a re-hearing; and second, would a re-hearing probably produce a change of result? The discretion to re - open a trial before judgment is entered is an unfettered discretion but one that should be used sparingly (Sykes v. Sykes [1995] 6 B.C.L.R. (3d) 296 CA) and has as its purpose the correction of what would otherwise be a miscarriage of justice (Kemp v. Wittenberg, 1999 B.C.J. 810 S.C.).”
Three principles may be gleaned from the above authority. First, it is less likely that the discretion to permit the re - opening of a case will be favourably exercised, where the application is made just before the trial judge is about to pronounce his judgment.
That was precisely the situation here. I was about to deliver my decision on 29.4.2026. One day before that, on 28.4.2026, the Defendants applied to re - open the case.
Second, the discretion to re - open a trial before judgment is entered should be used sparingly. In the exercise of my discretion, I chose not to re - open the trial in this matter. I fear that the Defendants and their counsel are 'playing fast and loose' with the court.
The Defendants paid scant regard to the trial dates. To say that they overlooked the trial dates is a poor excuse.
In the words of their own counsel under oath, the Defendants "telah gagal mengambil perhatian serius terhadap tarikh-tarikh perbicaraan tersebut dan seterusnya gagal hadir ke Mahkamah pada tarikh yang telah di tetapkan".
The Defendants had full opportunity to ventilate their case at trial. Their counsel had cross - examined P on day 1 of the trial (i.e. on Monday 26.3.2026). The $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants were scheduled to testify on day 2 of the trial (i.e. on Wednesday 28.3.2026).
At that material time, there was no inkling that they would not be able to attend court. Nothing was mentioned about them being overseas, and not being able to travel back to Malaysia in time for the continued trial.
Their counsel did not seek for an adjournment of the trial, so as to allow them to testify on another date. Instead, she pressed for an immediate order to discharge herself from acting for the Defendants.
Subsequently in her discharge application dated 31.3.3026, the counsel for the Defendants gave the following reasons for no longer being able to represent the Defendants. Namely:- (i) they neglected to provide proper instructions; (ii) they refused to follow her professional advice; and (iii) the solicitor - client relationship of trust and confidence had been impaired.
Yet, in a remarkable turnaround about four weeks later on 28.4.2026, the counsel for the Defendants strongly advocated her clients' application to re - open the trial in this matter.
Third, a governing consideration is whether a re-hearing would produce a change of result. In the present case, I am not convinced that a re-trial would produce a different result. The Defendants' defence consists of bare denials and bald allegations, as will be explained below. The Plaintiff's case
P's case is this.
On 1.11.2019, D1 issued to P a letter pertaining to an investment in D1's food court business ("investment agreement"). The investment agreement was signed by the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants. It was prepared by the Defendants. It was issued on the letterhead of D1. The company seal of D1 was affixed on the same.
The investment agreement relates to an investment in D1's food court business, and its commitment on the Menara Prestige food court. The Menara Prestige food court was expected to commence operations in August 2020.
Under the investment agreement, the $ 2^{\mathrm{n d}} $ and $ 4^{\mathrm{t h}} $ Defendants acknowledged and agreed that:
they have received a total sum of RM 861,000 ("investment sum") from P, for and on behalf of D1;
the investment sum included contributions from P's partners and co - investors ("partners"); and
the investment sum will be utilised for the renovation of the food court located at Menara Prestige, Level 6, No.1 Jalan Pinang, 50450 Kuala Lumpur.
Further, pursuant to the investment agreement, the $ 2^{\mathrm{n d}} $ and $ 4^{\mathrm{t h}} $ Defendants agreed as follows:
The Defendants will start paying a profit amount (after a grace period from the date of the investment agreement) in the sum of RM 20,000 per month in respect of the investment sum beginning from September 2020, irrespective of the commencement or performance of the food court business;
They shall be jointly and severally responsible to repay the investment sum and the agreed returns. They personally guarantee timely payment;
The first monthly profit payment of RM 20,000 shall be paid on or before 7.9.2020. All subsequent monthly payments shall be made on the $ 7^{th} $ day of each succeeding month; and
If D1 fails to make payment within five days after the due date, they agreed to pay to P a late payment fee at the rate of 10 % of the amount then due.
The Defendants failed to comply with the above terms of the investment agreement. By reason of the Defendants' default, P claims the sum of RM 1,761,100,calculated as follows: ParticularsAmountRepayment of the investment sumRM 861,000Returns from September 2020 to September 2023 (RM 20,000 per month)RM 740,000Late payment charges(10% of the amount due)RM 160,100Total outstanding sumRM 1,761,100
It is my finding that P has successfully proven his case. Here is my explanation. Whether the Defendants had executed the investment agreement dated 1.11.2019, and whether the Defendants have breached the terms of the said investment agreement
I find that the Defendants had executed the investment agreement, and that the Defendants have breached the terms of the investment agreement.
The Defendants pleaded that the investment agreement was procured from them by coercion. Paragraph 14 of the statement of defence reads: "14) Defendan Pertama, Defendan Kedua dan Defendan Keempat memplidkan bahawa Defendan Pertama, Defendan Kedua pernah menjawap Notis-Notis di kemukakan oleh Plaintif dan Peguamcara Plaintif bahawa hanya pinjaman sebanyak RM 550,000.00 sahaja di terima dan Perjanjian yang di dakwa kandungannya di nafikan kerana di tandatangani di atas paksaan Plaintif dan dalam keadaan tertekan tidak wajar dari Plaintif dan agen-agen nya dan Defendan-Defendan telah menafikan Pelaburan Wang kononnya RM 861,000.00 tertunggak bersama dengan bayaran RM 20,000.00 sebagai yuran keuntungan dari September 2020 tanpa mengambil kira perniagaan di teruskan Kawasan Food Court Menara Prestige."
However, this is a bare allegation which was unsupported by evidence. If truly there had been coercion exerted by P, it beggars belief that the Defendants nevertheless continued to accept funds from P without protest. Such conduct is inconsistent with their allegation and constitutes a clear contradiction, rendering their assertion of coercion devoid of credibility. Moreover, the Defendants did not report the alleged coercion to the legal authorities.
Notably, the investment agreement expressly states that the parties entered into it "with full knowledge and consciousness", thereby evidencing free consent. The last paragraph of the investment agreement reads: "In witness whereof, we have fully agreed by heartedly with full knowledge and consciousness and executed this Agreement as of the date first stated above and signed underneath this agreement."
In Polygram Records Sdn Bhd v The Search & Anor [1994] 3 MLJ 127, the High Court reiterated that a party who signs a contract is bound by its terms : "... There is no principle of law which states that where a party does not fully understand certain terms of a contract, the contract may be vitiated. The general principle of law, of course, is that a party who signs a written contract is bound by the terms of the contract, except in the limited cases where fraud, undue influence, or misrepresentation may be established. This rule is so strict that even if a party to a contract has not read the contents of a contract, he is held to be bound by its terms. In the leading case of L'Estrange v F Graucob [1934] 2 KB 394, Scrutton LJ pronounced (at p 403): When a document containing contractual terms is signed, then, in the absence of fraud, or, I will add, misrepresentation, the party signing it is bound, and it is wholly immaterial whether he has read the document or not. One exceptional circumstance under which a party to a written contract may seek to set it aside is on the grounds of non est factum, which by itself is usually difficult to establish. Non est factum, has not been pleaded in the present case to challenge the validity of the first contract, and even if it had been, I doubt very much whether the defendants would have been successful in establishing it."
I consider the Defendants' bare denial of the execution of the investment agreement to be an afterthought. At no material time did they lodge any police report alleging forgery. Nor did they adduce any handwriting expert evidence to challenge the authenticity of their signatures affixed thereto.
I am satisfied that the investment agreement is a valid contract. The Defendants, having signed the investment agreement, are bound by its terms. Their failure to pay the agreed monthly returns, and to repay the investment sum, constitutes a breach of the investment agreement.
The Defendants' attempt to rely on purported business losses, the Covid - 19 pandemic and subsequent assignment of the food court business is irrelevant, in light of the express provision that payment is to be made irrespective of the performance of the food court business. Whether the Defendants are liable to repay to the Plaintiff the investment sum in the amount of RM 861,000
I find that the Defendants are liable to repay to P the investment sum in the amount of RM 861,000, as the same had been fully paid by P and received by the Defendants. P has discharged its burden of proof through cogent documentary evidence.
The Defendants also, through the investment agreement, had acknowledged that they had received the investment sum of RM 861,000.
P had made payment of the investment sum of RM 861,000, which was received by the Defendants in the following manner: Mode of receiving the investment sum from the PlaintiffTotalBy way of online bankingRM 550,000By way of cashRM 311,000 Investment sumRM 861,000
Firstly, the Defendants have expressly admitted that a sum of RM 550,000 was received from P via bank transfers by the $ 2 ^{n d} $ Defendant as director of D1 (albeit they contend that it was a loan). Paragraph 8.1 of the statement of defence reads: "8.1) Plaintif telah membekalkan pinjaman-pinjaman sebanyak 10 kali kepada Defendan Kedua sebagai Pengarah Defendan Pertama dan Syarikat Greenish Olive Sdn Bhd dan sejumlah lebih kurang RM 550,000.00 melalui pindahan wang RM 9999.99 dan RM 40,000.00 pada 22.9.2019 dan di ikuti dengan pindahan wang sebanyak RM 49,999.00 sebanyak sembilan kali pada 23.8.2019, 25.8.2019, 26.8.2019, 27.8.2019, 28.8.2019, 7.9.2019, 17.9.2019, 21.9.2019 dan 22.9.2019. Satu lagi pindahan lebih kurang pada masa yang sama. Pindahan di buat kepada akaun berakhir dengan No. 9237 dan di terima daripada pindahan CIMB Clicks."
Secondly, P has adduced documentary evidence in the form of multiple receipts signed by the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants, evidencing cash payments amounting to RM 311,000. These receipts stated that the payments were made as an investment into D1.
When taken together, the total investment sum of RM 861,000 was established. The Defendants' contention that only RM 550,000 was received is contradicted by their own signed receipts. The Defendants' further assertion that the sum of RM 861,000 includes interest is equally untenable, as the receipts characterise the payments as investment money, and not interest.
P's contractual right to be repaid ought to be enforced, in line with the principle enunciated by the Court of Appeal in OCBC Bank (Malaysia) Bhd v Lim Hock Kok & Anor (kedua - dua berniaga sebagai rakan kongsi di dalam firma 'Ictinus Home and Building Constructions and Designs') [2017] 9 CLJ 454; [2017] MLJU 798 : [14] ... it is imperative that contractual rights are recognized and enforced. It is not for the courts to rewrite a contract or bargain made by the parties. For there to be commercial efficacy and certainty, contractual terms agreed to by the parties should be enforced. Otherwise, it would result in chaos and commercial activities would grind to a halt if parties are not entitled to determine for themselves the rights and obligations to be given or assumed under a contract. We should emphasize that this is a logical and acceptable construction which parties ought to bring to bear upon a contract which they have agreed to enter into upon which terms they agree to be bound."
On a proper construction of the investment agreement, the investment sum of RM 861,000 remains due and payable to P, the monthly payments of RM 20,000 being returns on the said investment sum. P's contractual right to recover the investment sum must be upheld. The court ought to give effect to the terms of the investment agreement.
Further, the Defendants are liable to pay to P the agreed monthly returns of RM 20,000 from September 2020 until September 2023, amounting to RM 740,000. The investment agreement stipulates that the Defendants shall pay the agreed monthly returns "irrespective of the commencement and running outcome of the food court business". The clause is clear and unequivocal.
The Defendants' attempt to avoid liability by alleging that the food court business did not perform or suffered losses, is contrary to the express terms of the investment agreement. The obligation to pay the monthly returns is absolute. It is not contingent upon the profitability or performance of the food court business. Whether the Defendants are liable to pay to the Plaintiff late payment charges at the rate of 10 % on the amount due, amounting in total to RM 160,100
It is explicitly stated in the investment agreement that the Defendants are liable to pay to P late payment charges at the rate of 10 % on the amount due. This amounts in total to RM 160,100 for three years from September 2020 until September 2023.
The investment agreement expressly provides that in the event of default of payment, the Defendants shall pay to P a late payment fee of 10 % of the amount then due. With the Defendants having failed to make payments in accordance with the investment agreement, the said provision is triggered.
The late payment clause is a contractual term freely agreed upon by the parties and is enforceable. The Defendants cannot now seek to avoid liability under a clause which they had expressly agreed to at the time of the execution of the investment agreement. Whether the payment of the sum amounting to RM 861,000 from the Plaintiff to the Defendants constitutes an investment or a loan
My finding is that the sum amounting to RM 861,000 paid by P to the Defendants, which stems from the investment agreement, constitutes an investment and not a loan. The Defendants' attempt to characterise the transaction as an illegal moneylending arrangement is unsustainable.
The Moneylenders Act 1951 applies to persons carrying on the business of moneylending. To prove the business of moneylending requires some sort of continuity or system or repetition of similar transactions. (See the Federal Court case of Ngui Mui Khin & Anor v Gillespie Bros & Co Ltd [1980] 2 MLJ 9 at 12; the Privy Council case of Chow Young Hong v Choong Fah Rubber Manufactory [1962] 1 MLJ 74 at 77).
Since the Defendants assert that P is an unlicensed moneylender and gave a loan to them, the burden falls on the Defendants to prove so. Other than an ipse dixit by the Defendants, there is not a shred of evidence produced before the court that P has carried on, or advertised, or announced, or held himself out as carrying on a business of moneylending as a moneylender.
It is plain that there is no evidence of any continuity, system or repetition of similar transactions. The contention of moneylending is a bald allegation. P cannot be characterised as a moneylender.
The Federal Court in Michael C. Solle v United Malayan Banking Corporation [1986] 1 MLJ 45 at 47 held that the intention of the parties is to be gathered from the plain language of the contract, and such intention must be given effect by the court. The common and universal principle is that an agreement ought to receive that construction which its language will admit, which will best effectuate the intention of the parties, to be collected from the whole agreement.
In the present case, the language of the investment agreement points to the fact that the transaction is an investment. The first paragraph of the investment agreement shows the Defendants thanking P for "investing into" D1. DR. ABDUL KAREEM & PARTNERS INVESTMENT @ MENARA PRESTIGE FOOD COURT. Salam Dr. Abdul Kareem & Partners, First, I would like to thank you for your trusting on myself and investing into Zam Zam Food Bazaar Sdn Bhd with its commitment on Menara Prestige Food Court which will be opening on Aug 2020.
This is further corroborated by the wording of the official company receipts issued by D1. The receipts acknowledge that the payment was for an "investment" in D1. The receipts were signed by the $ 2 ^{n d} $ and $ 4 ^{th} $ Defendants. They bear D1's company seal. An example is reproduced below.
The following additional pointers demonstrate that the transaction was an investment, and not a loan.
The investment agreement shows that monies were provided for the purpose of financing the Defendants' for long - term growth and scaling of their food court business. The agreed returns were described as "benefits" or "profits", not as an interest. By investing in D1, P was committing to a new venture which entailed taking risks.
P did not demand collateral or security for the investment.
The structure and the contents of the investment agreement, the course of dealings between the parties, and the conduct of the parties did not reflect a loan or a lender - borrower status. They reflect a commercial investment arrangement, rather than a loan.
According to P, at one stage, the $ 2^{\mathrm{nd}} $ Defendant needed urgent help and requested P to spare RM 70,000, stating that he would return the principal paying RM 10,000 every month. P obliged to his request and remitted through bank transfer RM 50,000 (on 25.9.2019) and RM 20,000 (on 1.10.2019), without any interest. This gesture is another piece of evidence that P is not a moneylender. A moneylender does not lend money without getting interest on it.
The Defendants relied on a document contained at page 151 to 152 of Bundle B1. On its face, that document is titled a 'loan agreement' for RM 550,000, sent by the $ 2 ^{nd} $ Defendant to P via WhatsApp.
However, I accept P's testimony that he never approved or acknowledged it. The said document carries no weight, as it is not signed by P and is undated. It was unilaterally prepared by the $ 2^{\mathrm{nd}} $ Defendant, and signed by the Defendants on their own for their own purpose. Moreover, the said document is incomplete, as it has many unfilled blanks and missing particulars.
At this juncture, I would note that the presumption under section 10OA of the Moneylenders Act 1951 (concerning the business of moneylending), does not apply. There is no proof of any interest charged by P against the Defendants.
I conclude that the Defendants' attempt to recharacterize the transaction as a loan, is an afterthought designed to evade liability. Whether the Plaintiff has authority or locus standi to claim for the portion of the investment sum that was contributed by his partners
During the cross-examination of P, the counsel for the Defendants challenged whether P, as the sole claimant, had authority to claim for the portion of the investment sum that was contributed by his partners.
The Defendants pleaded lack of locus standi or privity at paragraph 10.2 of the statement of defence, which reads: "Plaintif tiada locus standi atau privi untuk menuntut bagi pihak ketiga yang mana sekiranya ada adalah di nafikan."
If authority is needed for P to claim for the portion of the investment sum that was contributed by his partners, such authority does exist. The partners had issued a letter of authority / appointment dated 1.9.2019, which states: "On that basis, we hereby appoint Professor Dr. Abdul Kareem Meera Mohaideen (NRIC No:500717755015) as our representative to act on behalf of us in this business and its agreement. He is authorised to take decisions and do all action which shall be effective and binding on us. The first party shall give and receive money, profits and other benefits of this business payable to us and may reinvest on behalf of us. And we hereby undertake to ratify everything which Professor Dr. Abdul Kareem Meera Mohaideen shall do or purport to do in virtue of this letter of authorisation / appointment."
Be that as it may, I consider that the issue of locus standi raised by the Defendants is a red herring. The significant fact here is that the investment sum of RM 861,000 was received by the Defendants from P, and not from anyone else.
This is manifested in the second paragraph of the investment agreement, which reads: "Herewith we, [the 2nd Defendant] ... and [the 4th Defendant] hereby acknowledge and agree that we have received a total sum of RM 861,000.00 ... from Abdul Kareem Meera Mohaideen [i.e. P] ... (inclusive of contributions of his partners ...) for and on behalf of Zam Zam Food Bazaar Sdn Bhd and this investment will be utilized for and its renovation of food court / cafeteria located at Menara Prestige ...".
It is also evinced by the various official company receipts issued by D1, which states that the monies were received from P, and not from anyone else.
It is immaterial that the partners contributed towards the investment sum that was paid by P to the Defendants. That is an internal arrangement between P and his partners.
As far as the Defendants are concerned, they received the investment sum from P. And it is to P that the Defendants are liable to repay the investment sum and the agreed returns. How P apportions and remits the monies to his partners is a matter between them. It is of no concern to the Defendants.
This is reinforced in the investment agreement, which makes reference to the fact that the repayments are to be made to P, and not to anyone else:
"we agree to pay to Abdul Kareem Meera Mohaideen [i.e. P] ... a late payment fee of 10 % of the amount then due."
"to repay the outstanding amount inclusive of unpaid profits to Abdul Kareem Meera Mohaideen [i.e. P]".
"In that case, the sales proceedings and the amount should be given to the investor Abdul Kareem Meera Mohaideen [i.e. P] ... for the smooth settlement of the appropriate dues."
Zam Zam Food Bazaar Sdn Bhd shall bank - in the investment - benefit as below bank details by every month before $ 7^{th} $ of each month : Bank account : Abdul Kareem Meera Mohaideen. Maybank A/C : 562740133395. Abdul Kareem Meera Mohaidren shall be entitled to recover its legal and other relevant expenses, attorneys' fees and costs incurred in any dispute:”
In the premises, I reject the Defendants' contention that P lacked locus standi, privity or authority. Conclusion
For the reasons above, I allowed P's claim against the Defendants. Dated 3 June 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Soh Gee Kian, Noor Syazleen Azmira binti Mohamad and Nur Mirza Batrisyia binti Zamri (Messrs. G K Soh & Partners) for the Plaintiff Satvinder Kaur a/p Avtar Singh (Messrs. Satvinder K & Associates) for the $ 1^{\mathrm{st}} $ $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants Case reference
Tan Kah Khiam v Liew Chin Chuan & Anor [2006] 4 CLJ 715
Polygram Records Sdn Bhd v The Search & Anor [1994] 3 MLJ 127
OCBC Bank (Malaysia) Bhd v Lim Hock Kok & Anor (kedua - dua berniaga sebagai rakan kongsi di dalam firma 'Ictinus Home and Building Constructions and Designs') [2017] 9 CLJ 454; [2017] MLJU 798
Ngui Mui Khin & Anor v Gillespie Bros & Co Ltd [1980] 2 MLJ 9
Chow Young Hong v Choong Fah Rubber Manufactory [1962] 1 MLJ 74
Michael C. Solle v United Malayan Banking Corporation [1986] 1 MLJ 45 Legislation reference
Section 10OA of the Moneylenders Act 1951

Content

Dalam Mahkamah Tinggi Malaya Di Kuala Lumpur Dalam Negeri Wilayah Persekutuan Kuala Lumpur, Malaysia (Bahagian Dagang) Guaman Civil No. : WA - 22 NCC - 888 - 12 / 2023 Antara Abdul Kareem Meera Mohaideen ... Plaintif Dan 1) Zam Zam Food Bazaar Sdn Bhd 2) Ziaulhag Ibrahim Gani 3) Joseph Ravindren a/l Edwin Perianayagam 4) Siti Fatimah binti Abdul Subahani ... Defendan-Defendan Grounds of Judgment

Introduction

In this action, the Plaintiff ("P") seeks to recover investment monies from the $ 1^{\mathrm{st}} $ $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants ("Defendants"). The suit against the $ 3^{\mathrm{rd}} $ Defendant was struck out on 20.1.2025.

The $ 2^{\mathrm{n d}} $ and $ 4^{\mathrm{t h}} $ Defendants are husband and wife. The $ 2^{\mathrm{n d}} $ Defendant is a director and shareholder of the $ 1^{\mathrm{s t}} $ Defendant ("D1").

After a full trial, I allowed P's claim. Here are my reasons. The trial

The trial of this suit was scheduled to take place over three days on 16 to 18 March 2026 (i.e. from Monday to Wednesday). On the first day of trial (i.e. on Monday 16.3.2026), P was subjected to vigorous cross examination by the counsel for the Defendants. Thereafter, P closed his case.

The counsel for the Defendants then requested for the evidence of her clients to be taken on Wednesday 18.3.2026. The reason was because she wished to attend the funeral of her aunt on the next day. I acceded to her request and vacated the trial date on Tuesday 17.3.2026.

A witness statement had been filed for the $ 2^{n d} $ Defendant. Although no witness statement was filed for the $ 4^{t h} $ Defendant, the counsel for the Defendants stated that the $ 4^{t h} $ Defendant would also testify on Wednesday 18.3.2026.

When we reconvened on Wednesday 18.3.2026, the counsel for the Defendants sprang a surprise. She said that the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants, who were supposed to testify, were absent from court. Notwithstanding her reminder to them to attend the trial, they did not show up in court on the appointed date.

This turn of events was surprising because when day 1 of the trial (i.e. Monday 16.3.2026) ended, there was no hint from the counsel for the Defendants that her clients might not be able to come to court on day 2 of the trial (i.e. Wednesday 18.3.2026). No indication was given that her clients were then in India, and may not arrive back to Malaysia in time for the continued trial. Complete silence in this regard.

Crucially, the counsel for the Defendants did not request for a postponement of the trial, in order to allow her clients to testify on another day. No whimper that her clients could not testify on that day because they were abroad. No explanation at all as to why they were absent from court, let alone a satisfactory explanation.

Instead, the counsel for the Defendants made an oral application to discharge her firm from representing the Defendants. She stated that this was done to "protect" her firm from liability, as her clients had refused to heed her instruction to attend court. I declined to entertain an oral application, and suggested that a formal application for discharge of solicitor be filed.

Since the counsel for the Defendants had no witnesses to offer at the trial, she closed her case. She declared that she will not be filing the customary post - trial written submissions. She took the position that she has stopped acting for the Defendants at that point in time.

I proceeded to issue the usual directions regarding the filing of written submissions, and the transcribing of the notes of proceedings. The matter was fixed for decision a month later, on 29.4.2026. The notes of proceedings

Below is an excerpt of the notes of proceedings from Wednesday 18.3.2026, showing what was stated by the counsel for the Defendants on that day: "Satvinder: My name is Satvinder, counsel for the Defendant. My Lord, today is fixed for the hearing, continued hearing of the Defendants' case. My Lord, I'd like to inform the court that we have duly notified the 1 $ ^{st} $ Defendant, 2 $ ^{nd} $ Defendant, and the 4 $ ^{th} $ Defendant of today's date, as well as the witnesses that were supposed to be listed to attend court today. Apparently, they are not here before this court, and we already notified them of My Lord's direction to this case must go on. And I also informed them yesterday that I was attending funeral, so they need to be here today. And I've been informed they're not coming today. As far as I'm concerned, my duty as an officer of court first, I need to inform this court that they are not attending court today, so I unable to take anywhere with the case. As far as I'm concerned, as to protect myself and my firm, I'm also seeking this court direction on the next course of the case, as well as we'd like to seek the court's indulgence to put in our application to discharge ourself, because our clients are not hearing what we are advising them to do. Satvinder: Yes, My Lord. Because I have done my part. They are supposed to be here, they are not here, but I will put my application duly My Lord, accordingly. Satvinder: My position is since the Defendants are not here, unable to carry on the case, that is considered the case is closed. My Lord, because the witnesses are not here. They were prepared to be here today, and they're not here. Satvinder: My Lord, but we still reserve our right to put in our application to discharge ourselves to protect my firm. Satvinder: Yes, my Lord, because they don't listen to our advice. We have to protect ourselves under legal profession. Satvinder: My Lord, if My Lord can give us the discretion to discharge ourself already? Court: No. Satvinder: Okay, I'll file in ... I reserve my right to file in ... just put in on the record Yang Arif, I have informed them of today's date and they have not turned up. Court: You can file in your application to discharge if you wish. Satvinder: Yes, my Lord." The discharge application in Enclosure 58

About two weeks later on 31.3.2026, the counsel for the Defendants filed a notice of application in Enclosure 58. Where she sought for an order declaring that her firm has ceased acting for the Defendants in this matter.

In her affidavit in support, the counsel for the Defendants averred : "4) Saya mengikrarkan afidavit ini bagi menyokong Permohonan Penarikan Diri tersebut. 5) Saya menyatakan bahawa firma guaman saya telah memaklumkan kepada Defendan Kedua berkenaan tarikh-tarikh perbicaraan melalui pelbagai cara termasuk komunikasi melalui aplikasi Whatsapp dan juga secara lisan. Walau bagaimanapun, Defendan-Defendan telah gagal mengambil perhatian serius terhadap tarikh-tarikh perbicaraan tersebut dan seterusnya gagal hadir ke Mahkamah pada tarikh yang telah di tetapkan. [Sesalinan tangkapan skrin whatsapp dan surat bertarikh 16.3.2026 dilampirkan di sini dan ditandakan sebagai Ekshibit "SK-1"] 6) Saya menyatakan bahawa sejak kebelakangan ini, hubungan professional antara firma guaman saya dan Defendan-Defendan telah menjadi sukar untuk di teruskan kerana Defendan-Defendan telah gagal memberi arahan yang sewajarnya dan enggan mematuhi nasihat professional yang di berikan oleh firma saya berhubung pengendalian kes ini. 7) Selain itu, Defendan-Defendan juga telah mengambil pendirian dan tindakan yang bertentangan dengan nasihat professional yang telah di berikan oleh firma saya, sehingga menyebabkan firma saya tidak lagi dapat secara professional dan efektif mewakili kepentingan mereka dalam prosiding ini. 8) Dalam keadaan tersebut, hubungan kepercayaan dan keyakinan antara peguam dan anak guam telah terjejas dan adalah tidak lagi sesuai bagi firma saya untuk terus bertindak sebagai peguamcara bagi pihak Defendan-Defendan dalam tindakan ini. 9) Saya selanjutnya menyatakan bahawa Defendan-Defendan juga gagal menjelaskan yuran guaman yang telah di tuntut oleh firma saya dan sehingga kini masih terdapat yuran guaman yang tertunggak. 10) Saya dengan rendah diri memohon kepada Mahkamah Yang Mulia ini untuk menarik diri daripada mewakili Defendan-Defendan dalam tindakan ini dan juga memohon agar firma saya, Tetuan Satvinder K & Associates bebas daripada sebarang liabiliti dalam tindakan ini setelah perintah permohonan penarikan diri ini di keluarkan.”

The WhatsApp communication referred to above reads : "Good afternoon Mr Zia, kindly be reminded of the trial dates on 16,17 and 18 March 2026 at 10 am at the Kuala Lumpur High Court NCC 2. Your attendance is compulsory. Thank you."

The letter dated 16.3.2026 referred to above reads : "We refer to the above matter and the trial held on 16.3.2026. We write to inform you that, during today's court proceedings, the learned Judge has directed Defendant's case be finalised on Wednesday, 18 March 2026. In light of the above, all witnesses for the Defendant are required to attend court on the said date without fail. You are hereby instructed to be present in court on Wednesday, 18 March 2026. Kindly note that in the event of your failure to attend, we shall not be held liable for any consequences arising from non compliance with the Court's directions. Should you require any further clarification, please do not hesitate to contact Ms. Satvinder."

Enclosure 58 was fixed for hearing on 29.4.2026, the same day as the date of the decision in this matter.

P filed his written submission on 15.4.2026. True to her word, the counsel for the Defendants did not file any written submission.

Having perused P's submission, I was ready to deliver my decision on 29.4.2026. Lo and behold, the Defendants sprang yet further surprises on the eve of the decision. There was a flurry of activities on that day.

Firstly, on 28.4.2026, the Defendants wrote to the court and asked for the case to be re - opened. Via a letter filed in Enclosure 65 (e - filed at 10:36 am), the counsel for the Defendants wrote : "2) Dengan segala hormatnya, kami memohon pertimbangan Yang Arif Hakim berhubung ketidakhadiran Defendan Kedua dan Defendan Keempat semasa perbicaraan kes pada 18.3.2026 bagi tujuan pemeriksaan balas. 3) Untuk makluman Yang Arif Hakim, Defendan Kedua dan Defendan Keempat telah berlepas ke India secara tergesa - gesa atas urusan yang amat penting dan tidak dapat di elakkan, iaitu berkaitan dengan proses pengangkatan (adoption) seorang kanak-kanak yang memerlukan kehadiran fizikal mereka di sana sepanjang tempoh proses tersebut. Proses pengangkatan tersebut tertakluk kepada keperluan undang-undang dan prosedur pihak berkuasa di India yang mensyaratkan kehadiran berterusan Defendan Kedua dan Defendan Keempat sehingga proses tersebut selesai sepenuhnya. Sehubungan itu, mereka adalah terikat dan tidak di benarkan meninggalkan India dalam tempoh berkenaan. 4) Malangnya, Defendan Kedua dan Defendan Keempat telah terlepas pandang tarikh perbicaraan yang telah di tetapkan oleh Mahkamah dan hanya menyedari perkara tersebut selepas mereka berada di India dan terlibat secara aktif dalam proses pengangkatan tersebut. Sebaik sahaja pihak kami memaklumkan keperluan kehadiran mereka di Mahkamah bagi tujuan pemeriksaan balas, Defendan Kedua dan Defendan Keempat telah berusaha sedaya upaya untuk kembali ke Malaysia. Walau bagaimanapun, di sebabkan oleh kekangan undang-undang dan keperluan prosedur yang ketat dalam proses pengangkatan tersebut, mereka tidak berupaya untuk meninggalkan India dalam masa yang di perlukan. 5) Ketidakhadiran tersebut adalah di luar kawalan Defendan Kedua dan Defendan Keempat dan bukanlah suatu tindakan yang di sengajakan, cuai, atau dengan niat untuk melengahkan prosiding Mahkamah. Mereka sentiasa bersedia untuk memberi kerjasama penuh kepada Mahkamah dan untuk hadir bagi tujuan pemeriksaan balas sebaik sahaja keadaan mengizinkan. Kami juga lampirkan bersama - sama ini dokumen-dokumen berkaitan perjalanan Defendan Kedua dan Keempat ke India untuk perhatian Yang Arif Hakim. 6) Sehubungan dengan itu, kami dengan rendah diri memohon agar Yang Arif mempertimbangkan untuk membenarkan pihak Defendan-Defendan membuka semula kes mereka, khususnya bagi membolehkan keterangan Defendan Kedua dan Defendan Keempat di rekodkan serta untuk memberi peluang kepada pihak Plaintif menjalankan pemeriksaan balas terhadap mereka."

Natural justice dictates that P ought to be afforded the opportunity to be heard on the Defendants' request to re - open the case. I therefore directed that the Defendants' request be ventilated at the hearing, which was scheduled on the next day.

I note the following assertions in paragraph 4 of the above letter. Namely that the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants had overlooked the trial date, and were in India at that time. When notified by their counsel of the need to be present in court to give their testimony, they tried to return to Malaysia, but could not make it back in time.

Nevertheless, this assertion was not brought to my attention when the Defendants closed their case on 28.3.2026. As mentioned earlier, the counsel for the Defendants did not apply to postpone the trial, so as to allow her clients to testify on another day. Instead, she made an oral application to discharge her firm from representing the Defendants, giving the reason that her clients did not heed her instruction for them to attend court.

Secondly, through a subsequent letter on 28.4.2026, the counsel for the Defendants requested that the hearing date on 29.4.2026 be postponed as she was on medical leave. Via a letter filed in Enclosure 66 (e - filed at 2:50 pm), the counsel for the Defendants wrote: "Kami merujuk kepada perkara tersebut di atas yang telah di tetapkan untuk pendengaran pada 29.4.2026 jam 9.00 pagi melalui Zoom. Kami dengan rendah diri memohon budi bicara Mahkamah agar pendengaran kes pada 29.4.2026 tersebut dapat di tangguhkan ke tarikh lain kerana peguam yang mengendalikan kes, Puan Satvinder Kaur sedang bercuti sakit dari 26.4.2026 sehingga 10.5.2026 (di lampirkan bersama - sama ini salinan Repot Hospital CVS bertarikh 26.4.2026 dan Sijil Cuti Sakit bertarikh 28.4.2026 untuk perhatian Mahkamah).”

I was not unsympathetic to the medical situation of the counsel for the Defendants. Be that as it may, I felt that her presence on 29.4.2026 was not vital. The matter was fixed for the delivery of decision on that day. She could arrange for someone to mention on her behalf to receive the decision.

Moreover, the proceeding was to be conducted by way of remote communication technology via Zoom. The counsel for the Defendants did not have to physically travel to court. She could log in remotely. Sure enough, on 29.4.2026, the counsel for the Defendants did appear before me via Zoom.

Prior to that, the Defendants had filed a notice of application dated 28.4.2026 in Enclosure 67, where they applied to re - open the case. Enclosure 67 was accompanied by a certificate of urgency in Enclosure 69, and an affidavit in support in Enclosure 68.

Interestingly, the above cause papers were e - filed at 5:21 pm on 28.4.2026. Despite the counsel for the Defendants being on medical leave, it appears that she was well enough to undertake the preparation and filing of those cause papers.

Decision

As mentioned, on 29.4.2026, the counsel for the Defendants appeared before me via Zoom. In the light of recent events, she withdrew her application in Enclosure 58 for an order to cease acting for the Defendants.

P's counsel objected to the Defendants' request to re-open the case. After hearing the parties, I rejected the Defendants' request to re-open the case and dismissed Enclosure 67.

I then proceeded to deliver my decision. I granted judgment in favour of P. I ordered the Defendants to pay to P a sum of RM 1,761,100, within seven days from the date of the judgment. I awarded interest on the judgment sum at the rate of 5 % per annum, from the date of judgment to the date of payment. I awarded costs of RM 10,000 to P. Discretion not to re - open the case

In deciding whether or not to re - open the case, I was guided by the Court of Appeal decision in Tan Kah Khiam v Liew Chin Chuan & Anor [2006] 4 CLJ 715 at 725, which held: [6] ... whether the trial judge may exercise his discretion to permit the reopening of a party's case will very much depend on the stage at which the application is made. It may be more likely that discretion may be exercised at the stage where the application is made immediately after a party closes his case. But it may be less likely that discretion will be favourably exercised where the application is made after the defendants have closed their case and just before the trial judge is about to pronounce his judgment. ... [9] The view I have taken is supported by the decision in TD Canada Trust v. McMaster et al [2003] B.C.D. (Civ) 16394, where Garson J said: In Dudas v. Munroe [1993] B.C.J. 2035 (S.C.) (Q.L.), Braidwood J (as he then was) summarised the law concerning the court's discretion to re - open a trial before judgment is entered as follows: In deciding whether or not to re-open a case, the governing considerations are first, would a miscarriage of justice probably occur without a re-hearing; and second, would a re-hearing probably produce a change of result? The discretion to re - open a trial before judgment is entered is an unfettered discretion but one that should be used sparingly (Sykes v. Sykes [1995] 6 B.C.L.R. (3d) 296 CA) and has as its purpose the correction of what would otherwise be a miscarriage of justice (Kemp v. Wittenberg, 1999 B.C.J. 810 S.C.).”

Three principles may be gleaned from the above authority. First, it is less likely that the discretion to permit the re - opening of a case will be favourably exercised, where the application is made just before the trial judge is about to pronounce his judgment.

That was precisely the situation here. I was about to deliver my decision on 29.4.2026. One day before that, on 28.4.2026, the Defendants applied to re - open the case.

Second, the discretion to re - open a trial before judgment is entered should be used sparingly. In the exercise of my discretion, I chose not to re - open the trial in this matter. I fear that the Defendants and their counsel are 'playing fast and loose' with the court.

The Defendants paid scant regard to the trial dates. To say that they overlooked the trial dates is a poor excuse.

In the words of their own counsel under oath, the Defendants "telah gagal mengambil perhatian serius terhadap tarikh-tarikh perbicaraan tersebut dan seterusnya gagal hadir ke Mahkamah pada tarikh yang telah di tetapkan".

The Defendants had full opportunity to ventilate their case at trial. Their counsel had cross - examined P on day 1 of the trial (i.e. on Monday 26.3.2026). The $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants were scheduled to testify on day 2 of the trial (i.e. on Wednesday 28.3.2026).

At that material time, there was no inkling that they would not be able to attend court. Nothing was mentioned about them being overseas, and not being able to travel back to Malaysia in time for the continued trial.

Their counsel did not seek for an adjournment of the trial, so as to allow them to testify on another date. Instead, she pressed for an immediate order to discharge herself from acting for the Defendants.

Subsequently in her discharge application dated 31.3.3026, the counsel for the Defendants gave the following reasons for no longer being able to represent the Defendants. Namely:- (i) they neglected to provide proper instructions; (ii) they refused to follow her professional advice; and (iii) the solicitor - client relationship of trust and confidence had been impaired.

Yet, in a remarkable turnaround about four weeks later on 28.4.2026, the counsel for the Defendants strongly advocated her clients' application to re - open the trial in this matter.

Third, a governing consideration is whether a re-hearing would produce a change of result. In the present case, I am not convinced that a re-trial would produce a different result. The Defendants' defence consists of bare denials and bald allegations, as will be explained below. The Plaintiff's case

P's case is this.

On 1.11.2019, D1 issued to P a letter pertaining to an investment in D1's food court business ("investment agreement"). The investment agreement was signed by the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants. It was prepared by the Defendants. It was issued on the letterhead of D1. The company seal of D1 was affixed on the same.

The investment agreement relates to an investment in D1's food court business, and its commitment on the Menara Prestige food court. The Menara Prestige food court was expected to commence operations in August 2020.

Under the investment agreement, the $ 2^{\mathrm{n d}} $ and $ 4^{\mathrm{t h}} $ Defendants acknowledged and agreed that:

they have received a total sum of RM 861,000 ("investment sum") from P, for and on behalf of D1;

(ii) the investment sum included contributions from P's partners and co - investors ("partners"); and

III

(iii) the investment sum will be utilised for the renovation of the food court located at Menara Prestige, Level 6, No.1 Jalan Pinang, 50450 Kuala Lumpur.

Further, pursuant to the investment agreement, the $ 2^{\mathrm{n d}} $ and $ 4^{\mathrm{t h}} $ Defendants agreed as follows:

The Defendants will start paying a profit amount (after a grace period from the date of the investment agreement) in the sum of RM 20,000 per month in respect of the investment sum beginning from September 2020, irrespective of the commencement or performance of the food court business;

(ii) They shall be jointly and severally responsible to repay the investment sum and the agreed returns. They personally guarantee timely payment;

III

(iii) The first monthly profit payment of RM 20,000 shall be paid on or before 7.9.2020. All subsequent monthly payments shall be made on the $ 7^{th} $ day of each succeeding month; and

(iv) If D1 fails to make payment within five days after the due date, they agreed to pay to P a late payment fee at the rate of 10 % of the amount then due.

The Defendants failed to comply with the above terms of the investment agreement. By reason of the Defendants' default, P claims the sum of RM 1,761,100,calculated as follows: ParticularsAmountRepayment of the investment sumRM 861,000Returns from September 2020 to September 2023 (RM 20,000 per month)RM 740,000Late payment charges(10% of the amount due)RM 160,100Total outstanding sumRM 1,761,100

It is my finding that P has successfully proven his case. Here is my explanation. Whether the Defendants had executed the investment agreement dated 1.11.2019, and whether the Defendants have breached the terms of the said investment agreement

I find that the Defendants had executed the investment agreement, and that the Defendants have breached the terms of the investment agreement.

The Defendants pleaded that the investment agreement was procured from them by coercion. Paragraph 14 of the statement of defence reads: "14) Defendan Pertama, Defendan Kedua dan Defendan Keempat memplidkan bahawa Defendan Pertama, Defendan Kedua pernah menjawap Notis-Notis di kemukakan oleh Plaintif dan Peguamcara Plaintif bahawa hanya pinjaman sebanyak RM 550,000.00 sahaja di terima dan Perjanjian yang di dakwa kandungannya di nafikan kerana di tandatangani di atas paksaan Plaintif dan dalam keadaan tertekan tidak wajar dari Plaintif dan agen-agen nya dan Defendan-Defendan telah menafikan Pelaburan Wang kononnya RM 861,000.00 tertunggak bersama dengan bayaran RM 20,000.00 sebagai yuran keuntungan dari September 2020 tanpa mengambil kira perniagaan di teruskan Kawasan Food Court Menara Prestige."

However, this is a bare allegation which was unsupported by evidence. If truly there had been coercion exerted by P, it beggars belief that the Defendants nevertheless continued to accept funds from P without protest. Such conduct is inconsistent with their allegation and constitutes a clear contradiction, rendering their assertion of coercion devoid of credibility. Moreover, the Defendants did not report the alleged coercion to the legal authorities.

Notably, the investment agreement expressly states that the parties entered into it "with full knowledge and consciousness", thereby evidencing free consent. The last paragraph of the investment agreement reads: "In witness whereof, we have fully agreed by heartedly with full knowledge and consciousness and executed this Agreement as of the date first stated above and signed underneath this agreement."

In Polygram Records Sdn Bhd v The Search & Anor [1994] 3 MLJ 127, the High Court reiterated that a party who signs a contract is bound by its terms : "... There is no principle of law which states that where a party does not fully understand certain terms of a contract, the contract may be vitiated. The general principle of law, of course, is that a party who signs a written contract is bound by the terms of the contract, except in the limited cases where fraud, undue influence, or misrepresentation may be established. This rule is so strict that even if a party to a contract has not read the contents of a contract, he is held to be bound by its terms. In the leading case of L'Estrange v F Graucob [1934] 2 KB 394, Scrutton LJ pronounced (at p 403): When a document containing contractual terms is signed, then, in the absence of fraud, or, I will add, misrepresentation, the party signing it is bound, and it is wholly immaterial whether he has read the document or not. One exceptional circumstance under which a party to a written contract may seek to set it aside is on the grounds of non est factum, which by itself is usually difficult to establish. Non est factum, has not been pleaded in the present case to challenge the validity of the first contract, and even if it had been, I doubt very much whether the defendants would have been successful in establishing it."

I consider the Defendants' bare denial of the execution of the investment agreement to be an afterthought. At no material time did they lodge any police report alleging forgery. Nor did they adduce any handwriting expert evidence to challenge the authenticity of their signatures affixed thereto.

I am satisfied that the investment agreement is a valid contract. The Defendants, having signed the investment agreement, are bound by its terms. Their failure to pay the agreed monthly returns, and to repay the investment sum, constitutes a breach of the investment agreement.

The Defendants' attempt to rely on purported business losses, the Covid - 19 pandemic and subsequent assignment of the food court business is irrelevant, in light of the express provision that payment is to be made irrespective of the performance of the food court business. Whether the Defendants are liable to repay to the Plaintiff the investment sum in the amount of RM 861,000

I find that the Defendants are liable to repay to P the investment sum in the amount of RM 861,000, as the same had been fully paid by P and received by the Defendants. P has discharged its burden of proof through cogent documentary evidence.

The Defendants also, through the investment agreement, had acknowledged that they had received the investment sum of RM 861,000.

P had made payment of the investment sum of RM 861,000, which was received by the Defendants in the following manner: Mode of receiving the investment sum from the PlaintiffTotalBy way of online bankingRM 550,000By way of cashRM 311,000 Investment sumRM 861,000

Firstly, the Defendants have expressly admitted that a sum of RM 550,000 was received from P via bank transfers by the $ 2 ^{n d} $ Defendant as director of D1 (albeit they contend that it was a loan). Paragraph 8.1 of the statement of defence reads: "8.1) Plaintif telah membekalkan pinjaman-pinjaman sebanyak 10 kali kepada Defendan Kedua sebagai Pengarah Defendan Pertama dan Syarikat Greenish Olive Sdn Bhd dan sejumlah lebih kurang RM 550,000.00 melalui pindahan wang RM 9999.99 dan RM 40,000.00 pada 22.9.2019 dan di ikuti dengan pindahan wang sebanyak RM 49,999.00 sebanyak sembilan kali pada 23.8.2019, 25.8.2019, 26.8.2019, 27.8.2019, 28.8.2019, 7.9.2019, 17.9.2019, 21.9.2019 dan 22.9.2019. Satu lagi pindahan lebih kurang pada masa yang sama. Pindahan di buat kepada akaun berakhir dengan No. 9237 dan di terima daripada pindahan CIMB Clicks."

Secondly, P has adduced documentary evidence in the form of multiple receipts signed by the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants, evidencing cash payments amounting to RM 311,000. These receipts stated that the payments were made as an investment into D1.

When taken together, the total investment sum of RM 861,000 was established. The Defendants' contention that only RM 550,000 was received is contradicted by their own signed receipts. The Defendants' further assertion that the sum of RM 861,000 includes interest is equally untenable, as the receipts characterise the payments as investment money, and not interest.

P's contractual right to be repaid ought to be enforced, in line with the principle enunciated by the Court of Appeal in OCBC Bank (Malaysia) Bhd v Lim Hock Kok & Anor (kedua - dua berniaga sebagai rakan kongsi di dalam firma 'Ictinus Home and Building Constructions and Designs') [2017] 9 CLJ 454; [2017] MLJU 798 : [14] ... it is imperative that contractual rights are recognized and enforced. It is not for the courts to rewrite a contract or bargain made by the parties. For there to be commercial efficacy and certainty, contractual terms agreed to by the parties should be enforced. Otherwise, it would result in chaos and commercial activities would grind to a halt if parties are not entitled to determine for themselves the rights and obligations to be given or assumed under a contract. We should emphasize that this is a logical and acceptable construction which parties ought to bring to bear upon a contract which they have agreed to enter into upon which terms they agree to be bound."

On a proper construction of the investment agreement, the investment sum of RM 861,000 remains due and payable to P, the monthly payments of RM 20,000 being returns on the said investment sum. P's contractual right to recover the investment sum must be upheld. The court ought to give effect to the terms of the investment agreement.

Further, the Defendants are liable to pay to P the agreed monthly returns of RM 20,000 from September 2020 until September 2023, amounting to RM 740,000. The investment agreement stipulates that the Defendants shall pay the agreed monthly returns "irrespective of the commencement and running outcome of the food court business". The clause is clear and unequivocal.

The Defendants' attempt to avoid liability by alleging that the food court business did not perform or suffered losses, is contrary to the express terms of the investment agreement. The obligation to pay the monthly returns is absolute. It is not contingent upon the profitability or performance of the food court business. Whether the Defendants are liable to pay to the Plaintiff late payment charges at the rate of 10 % on the amount due, amounting in total to RM 160,100

It is explicitly stated in the investment agreement that the Defendants are liable to pay to P late payment charges at the rate of 10 % on the amount due. This amounts in total to RM 160,100 for three years from September 2020 until September 2023.

The investment agreement expressly provides that in the event of default of payment, the Defendants shall pay to P a late payment fee of 10 % of the amount then due. With the Defendants having failed to make payments in accordance with the investment agreement, the said provision is triggered.

The late payment clause is a contractual term freely agreed upon by the parties and is enforceable. The Defendants cannot now seek to avoid liability under a clause which they had expressly agreed to at the time of the execution of the investment agreement. Whether the payment of the sum amounting to RM 861,000 from the Plaintiff to the Defendants constitutes an investment or a loan

My finding is that the sum amounting to RM 861,000 paid by P to the Defendants, which stems from the investment agreement, constitutes an investment and not a loan. The Defendants' attempt to characterise the transaction as an illegal moneylending arrangement is unsustainable.

The Moneylenders Act 1951 applies to persons carrying on the business of moneylending. To prove the business of moneylending requires some sort of continuity or system or repetition of similar transactions. (See the Federal Court case of Ngui Mui Khin & Anor v Gillespie Bros & Co Ltd [1980] 2 MLJ 9 at 12; the Privy Council case of Chow Young Hong v Choong Fah Rubber Manufactory [1962] 1 MLJ 74 at 77).

Since the Defendants assert that P is an unlicensed moneylender and gave a loan to them, the burden falls on the Defendants to prove so. Other than an ipse dixit by the Defendants, there is not a shred of evidence produced before the court that P has carried on, or advertised, or announced, or held himself out as carrying on a business of moneylending as a moneylender.

It is plain that there is no evidence of any continuity, system or repetition of similar transactions. The contention of moneylending is a bald allegation. P cannot be characterised as a moneylender.

The Federal Court in Michael C. Solle v United Malayan Banking Corporation [1986] 1 MLJ 45 at 47 held that the intention of the parties is to be gathered from the plain language of the contract, and such intention must be given effect by the court. The common and universal principle is that an agreement ought to receive that construction which its language will admit, which will best effectuate the intention of the parties, to be collected from the whole agreement.

In the present case, the language of the investment agreement points to the fact that the transaction is an investment. The first paragraph of the investment agreement shows the Defendants thanking P for "investing into" D1. DR. ABDUL KAREEM & PARTNERS INVESTMENT @ MENARA PRESTIGE FOOD COURT. Salam Dr. Abdul Kareem & Partners, First, I would like to thank you for your trusting on myself and investing into Zam Zam Food Bazaar Sdn Bhd with its commitment on Menara Prestige Food Court which will be opening on Aug 2020.

This is further corroborated by the wording of the official company receipts issued by D1. The receipts acknowledge that the payment was for an "investment" in D1. The receipts were signed by the $ 2 ^{n d} $ and $ 4 ^{th} $ Defendants. They bear D1's company seal. An example is reproduced below.

The following additional pointers demonstrate that the transaction was an investment, and not a loan.

The investment agreement shows that monies were provided for the purpose of financing the Defendants' for long - term growth and scaling of their food court business. The agreed returns were described as "benefits" or "profits", not as an interest. By investing in D1, P was committing to a new venture which entailed taking risks.

P did not demand collateral or security for the investment.

The structure and the contents of the investment agreement, the course of dealings between the parties, and the conduct of the parties did not reflect a loan or a lender - borrower status. They reflect a commercial investment arrangement, rather than a loan.

According to P, at one stage, the $ 2^{\mathrm{nd}} $ Defendant needed urgent help and requested P to spare RM 70,000, stating that he would return the principal paying RM 10,000 every month. P obliged to his request and remitted through bank transfer RM 50,000 (on 25.9.2019) and RM 20,000 (on 1.10.2019), without any interest. This gesture is another piece of evidence that P is not a moneylender. A moneylender does not lend money without getting interest on it.

The Defendants relied on a document contained at page 151 to 152 of Bundle B1. On its face, that document is titled a 'loan agreement' for RM 550,000, sent by the $ 2 ^{nd} $ Defendant to P via WhatsApp.

However, I accept P's testimony that he never approved or acknowledged it. The said document carries no weight, as it is not signed by P and is undated. It was unilaterally prepared by the $ 2^{\mathrm{nd}} $ Defendant, and signed by the Defendants on their own for their own purpose. Moreover, the said document is incomplete, as it has many unfilled blanks and missing particulars.

At this juncture, I would note that the presumption under section 10OA of the Moneylenders Act 1951 (concerning the business of moneylending), does not apply. There is no proof of any interest charged by P against the Defendants.

I conclude that the Defendants' attempt to recharacterize the transaction as a loan, is an afterthought designed to evade liability. Whether the Plaintiff has authority or locus standi to claim for the portion of the investment sum that was contributed by his partners

During the cross-examination of P, the counsel for the Defendants challenged whether P, as the sole claimant, had authority to claim for the portion of the investment sum that was contributed by his partners.

The Defendants pleaded lack of locus standi or privity at paragraph 10.2 of the statement of defence, which reads: "Plaintif tiada locus standi atau privi untuk menuntut bagi pihak ketiga yang mana sekiranya ada adalah di nafikan."

If authority is needed for P to claim for the portion of the investment sum that was contributed by his partners, such authority does exist. The partners had issued a letter of authority / appointment dated 1.9.2019, which states: "On that basis, we hereby appoint Professor Dr. Abdul Kareem Meera Mohaideen (NRIC No:500717755015) as our representative to act on behalf of us in this business and its agreement. He is authorised to take decisions and do all action which shall be effective and binding on us. The first party shall give and receive money, profits and other benefits of this business payable to us and may reinvest on behalf of us. And we hereby undertake to ratify everything which Professor Dr. Abdul Kareem Meera Mohaideen shall do or purport to do in virtue of this letter of authorisation / appointment."

Be that as it may, I consider that the issue of locus standi raised by the Defendants is a red herring. The significant fact here is that the investment sum of RM 861,000 was received by the Defendants from P, and not from anyone else.

This is manifested in the second paragraph of the investment agreement, which reads: "Herewith we, [the 2nd Defendant] ... and [the 4th Defendant] hereby acknowledge and agree that we have received a total sum of RM 861,000.00 ... from Abdul Kareem Meera Mohaideen [i.e. P] ... (inclusive of contributions of his partners ...) for and on behalf of Zam Zam Food Bazaar Sdn Bhd and this investment will be utilized for and its renovation of food court / cafeteria located at Menara Prestige ...".

It is also evinced by the various official company receipts issued by D1, which states that the monies were received from P, and not from anyone else.

It is immaterial that the partners contributed towards the investment sum that was paid by P to the Defendants. That is an internal arrangement between P and his partners.

As far as the Defendants are concerned, they received the investment sum from P. And it is to P that the Defendants are liable to repay the investment sum and the agreed returns. How P apportions and remits the monies to his partners is a matter between them. It is of no concern to the Defendants.

This is reinforced in the investment agreement, which makes reference to the fact that the repayments are to be made to P, and not to anyone else:

"we agree to pay to Abdul Kareem Meera Mohaideen [i.e. P] ... a late payment fee of 10 % of the amount then due."

"to repay the outstanding amount inclusive of unpaid profits to Abdul Kareem Meera Mohaideen [i.e. P]".

"In that case, the sales proceedings and the amount should be given to the investor Abdul Kareem Meera Mohaideen [i.e. P] ... for the smooth settlement of the appropriate dues."

Zam Zam Food Bazaar Sdn Bhd shall bank - in the investment - benefit as below bank details by every month before $ 7^{th} $ of each month : Bank account : Abdul Kareem Meera Mohaideen. Maybank A/C : 562740133395. Abdul Kareem Meera Mohaidren shall be entitled to recover its legal and other relevant expenses, attorneys' fees and costs incurred in any dispute:”

In the premises, I reject the Defendants' contention that P lacked locus standi, privity or authority. Conclusion

For the reasons above, I allowed P's claim against the Defendants. Dated 3 June 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Soh Gee Kian, Noor Syazleen Azmira binti Mohamad and Nur Mirza Batrisyia binti Zamri (Messrs. G K Soh & Partners) for the Plaintiff Satvinder Kaur a/p Avtar Singh (Messrs. Satvinder K & Associates) for the $ 1^{\mathrm{st}} $ $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants Case reference

Tan Kah Khiam v Liew Chin Chuan & Anor [2006] 4 CLJ 715

Polygram Records Sdn Bhd v The Search & Anor [1994] 3 MLJ 127

OCBC Bank (Malaysia) Bhd v Lim Hock Kok & Anor (kedua - dua berniaga sebagai rakan kongsi di dalam firma 'Ictinus Home and Building Constructions and Designs') [2017] 9 CLJ 454; [2017] MLJU 798

Ngui Mui Khin & Anor v Gillespie Bros & Co Ltd [1980] 2 MLJ 9

Chow Young Hong v Choong Fah Rubber Manufactory [1962] 1 MLJ 74

Michael C. Solle v United Malayan Banking Corporation [1986] 1 MLJ 45 Legislation reference

Section 10OA of the Moneylenders Act 1951

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Malaysian judgment

Case metadata

Court: High Court of Malaysia
Decision date: 29 Apr 2026
Case number: WA-22NCC-888-12/2023
Coram: YA Dato' Quay Chew Soon
Practice area: Full trial – Claim for recovery of investment monies from the defendant – The defendant did not appear at the trial – The counsel for the defendant closed her case – On the day before the decision, the defendant wrote to the court and asked for the case to be re-opened – Exercise of the court’s discretion to permit the re-opening of a case – Whether a re-hearing would produce a change of result – Whether the defendant has breached the investment agreement – Whether the investment sum was a loan
Version: Alasan Penghakiman 1
Published: 3 Jun 2026
Source ID: 74986611-cba0-4fa8-b324-18c7d134cbfe

Catchwords

Full trial – Claim for recovery of investment monies from the defendant – The defendant did not appear at the trial – The counsel for the defendant closed her case – On the day before the decision, the defendant wrote to the court and asked for the case to be re-opened – Exercise of the court’s discretion to permit the re-opening of a case – Whether a re-hearing would produce a change of result – Whether the defendant has breached the investment agreement – Whether the investment sum was a loan

Parties

ABDUL KAREEM MEERA MOHAIDEEN - plaintiff - ejudgment_parties
1. ) ZAM ZAM FOOD BAZAAR SDN BHD - defendant - ejudgment_parties
2. ) ZIAULHAG IBRAHIM GANI - defendant - ejudgment_parties
3. ) JOSEPH RAVINDRED A/L EDWIN PERIANAYAGAM - defendant - ejudgment_parties
4. ) SITI FATIMAH BINTI ABDUL SUBAHANI - defendant - ejudgment_parties

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Abdul Kareem Meera Mohaideen v 1. ) Zam Zam Food Bazaar Sdn Bhd (WA-22NCC-888-12/2023)

High Court of Malaysia29 Apr 2026

The written judgment as the court issued it, with the coram, case number, and source links. Every paragraph has its own anchor.

Outcome

What the court ordered

As mentioned, on 29.4.2026, the counsel for the Defendants appeared before me via Zoom. In the light of recent events, she withdrew her application in Enclosure 58 for an order to cease acting for the Defendants.
P's counsel objected to the Defendants' request to re-open the case. After hearing the parties, I rejected the Defendants' request to re-open the case and dismissed Enclosure 67.
I then proceeded to deliver my decision. I granted judgment in favour of P. I ordered the Defendants to pay to P a sum of RM 1,761,100, within seven days from the date of the judgment. I awarded interest on the judgment sum at the rate of 5 % per annum, from the date of judgment to the date of payment. I awarded costs of RM 10,000 to P. Discretion not to re - open the case
In deciding whether or not to re - open the case, I was guided by the Court of Appeal decision in Tan Kah Khiam v Liew Chin Chuan & Anor [2006] 4 CLJ 715 at 725, which held: [6] ... whether the trial judge may exercise his discretion to permit the reopening of a party's case will very much depend on the stage at which the application is made. It may be more likely that discretion may be exercised at the stage where the application is made immediately after a party closes his case. But it may be less likely that discretion will be favourably exercised where the application is made after the defendants have closed their case and just before the trial judge is about to pronounce his judgment. ... [9] The view I have taken is supported by the decision in TD Canada Trust v. McMaster et al [2003] B.C.D. (Civ) 16394, where Garson J said: In Dudas v. Munroe [1993] B.C.J. 2035 (S.C.) (Q.L.), Braidwood J (as he then was) summarised the law concerning the court's discretion to re - open a trial before judgment is entered as follows: In deciding whether or not to re-open a case, the governing considerations are first, would a miscarriage of justice probably occur without a re-hearing; and second, would a re-hearing probably produce a change of result? The discretion to re - open a trial before judgment is entered is an unfettered discretion but one that should be used sparingly (Sykes v. Sykes [1995] 6 B.C.L.R. (3d) 296 CA) and has as its purpose the correction of what would otherwise be a miscarriage of justice (Kemp v. Wittenberg, 1999 B.C.J. 810 S.C.).”
Three principles may be gleaned from the above authority. First, it is less likely that the discretion to permit the re - opening of a case will be favourably exercised, where the application is made just before the trial judge is about to pronounce his judgment.
That was precisely the situation here. I was about to deliver my decision on 29.4.2026. One day before that, on 28.4.2026, the Defendants applied to re - open the case.
Second, the discretion to re - open a trial before judgment is entered should be used sparingly. In the exercise of my discretion, I chose not to re - open the trial in this matter. I fear that the Defendants and their counsel are 'playing fast and loose' with the court.
The Defendants paid scant regard to the trial dates. To say that they overlooked the trial dates is a poor excuse.
In the words of their own counsel under oath, the Defendants "telah gagal mengambil perhatian serius terhadap tarikh-tarikh perbicaraan tersebut dan seterusnya gagal hadir ke Mahkamah pada tarikh yang telah di tetapkan".
The Defendants had full opportunity to ventilate their case at trial. Their counsel had cross - examined P on day 1 of the trial (i.e. on Monday 26.3.2026). The $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants were scheduled to testify on day 2 of the trial (i.e. on Wednesday 28.3.2026).
At that material time, there was no inkling that they would not be able to attend court. Nothing was mentioned about them being overseas, and not being able to travel back to Malaysia in time for the continued trial.
Their counsel did not seek for an adjournment of the trial, so as to allow them to testify on another date. Instead, she pressed for an immediate order to discharge herself from acting for the Defendants.
Subsequently in her discharge application dated 31.3.3026, the counsel for the Defendants gave the following reasons for no longer being able to represent the Defendants. Namely:- (i) they neglected to provide proper instructions; (ii) they refused to follow her professional advice; and (iii) the solicitor - client relationship of trust and confidence had been impaired.
Yet, in a remarkable turnaround about four weeks later on 28.4.2026, the counsel for the Defendants strongly advocated her clients' application to re - open the trial in this matter.
Third, a governing consideration is whether a re-hearing would produce a change of result. In the present case, I am not convinced that a re-trial would produce a different result. The Defendants' defence consists of bare denials and bald allegations, as will be explained below. The Plaintiff's case
P's case is this.
On 1.11.2019, D1 issued to P a letter pertaining to an investment in D1's food court business ("investment agreement"). The investment agreement was signed by the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants. It was prepared by the Defendants. It was issued on the letterhead of D1. The company seal of D1 was affixed on the same.
The investment agreement relates to an investment in D1's food court business, and its commitment on the Menara Prestige food court. The Menara Prestige food court was expected to commence operations in August 2020.
Under the investment agreement, the $ 2^{\mathrm{n d}} $ and $ 4^{\mathrm{t h}} $ Defendants acknowledged and agreed that:
they have received a total sum of RM 861,000 ("investment sum") from P, for and on behalf of D1;
the investment sum included contributions from P's partners and co - investors ("partners"); and
the investment sum will be utilised for the renovation of the food court located at Menara Prestige, Level 6, No.1 Jalan Pinang, 50450 Kuala Lumpur.
Further, pursuant to the investment agreement, the $ 2^{\mathrm{n d}} $ and $ 4^{\mathrm{t h}} $ Defendants agreed as follows:
The Defendants will start paying a profit amount (after a grace period from the date of the investment agreement) in the sum of RM 20,000 per month in respect of the investment sum beginning from September 2020, irrespective of the commencement or performance of the food court business;
They shall be jointly and severally responsible to repay the investment sum and the agreed returns. They personally guarantee timely payment;
The first monthly profit payment of RM 20,000 shall be paid on or before 7.9.2020. All subsequent monthly payments shall be made on the $ 7^{th} $ day of each succeeding month; and
If D1 fails to make payment within five days after the due date, they agreed to pay to P a late payment fee at the rate of 10 % of the amount then due.
The Defendants failed to comply with the above terms of the investment agreement. By reason of the Defendants' default, P claims the sum of RM 1,761,100,calculated as follows: ParticularsAmountRepayment of the investment sumRM 861,000Returns from September 2020 to September 2023 (RM 20,000 per month)RM 740,000Late payment charges(10% of the amount due)RM 160,100Total outstanding sumRM 1,761,100
It is my finding that P has successfully proven his case. Here is my explanation. Whether the Defendants had executed the investment agreement dated 1.11.2019, and whether the Defendants have breached the terms of the said investment agreement
I find that the Defendants had executed the investment agreement, and that the Defendants have breached the terms of the investment agreement.
The Defendants pleaded that the investment agreement was procured from them by coercion. Paragraph 14 of the statement of defence reads: "14) Defendan Pertama, Defendan Kedua dan Defendan Keempat memplidkan bahawa Defendan Pertama, Defendan Kedua pernah menjawap Notis-Notis di kemukakan oleh Plaintif dan Peguamcara Plaintif bahawa hanya pinjaman sebanyak RM 550,000.00 sahaja di terima dan Perjanjian yang di dakwa kandungannya di nafikan kerana di tandatangani di atas paksaan Plaintif dan dalam keadaan tertekan tidak wajar dari Plaintif dan agen-agen nya dan Defendan-Defendan telah menafikan Pelaburan Wang kononnya RM 861,000.00 tertunggak bersama dengan bayaran RM 20,000.00 sebagai yuran keuntungan dari September 2020 tanpa mengambil kira perniagaan di teruskan Kawasan Food Court Menara Prestige."
However, this is a bare allegation which was unsupported by evidence. If truly there had been coercion exerted by P, it beggars belief that the Defendants nevertheless continued to accept funds from P without protest. Such conduct is inconsistent with their allegation and constitutes a clear contradiction, rendering their assertion of coercion devoid of credibility. Moreover, the Defendants did not report the alleged coercion to the legal authorities.
Notably, the investment agreement expressly states that the parties entered into it "with full knowledge and consciousness", thereby evidencing free consent. The last paragraph of the investment agreement reads: "In witness whereof, we have fully agreed by heartedly with full knowledge and consciousness and executed this Agreement as of the date first stated above and signed underneath this agreement."
In Polygram Records Sdn Bhd v The Search & Anor [1994] 3 MLJ 127, the High Court reiterated that a party who signs a contract is bound by its terms : "... There is no principle of law which states that where a party does not fully understand certain terms of a contract, the contract may be vitiated. The general principle of law, of course, is that a party who signs a written contract is bound by the terms of the contract, except in the limited cases where fraud, undue influence, or misrepresentation may be established. This rule is so strict that even if a party to a contract has not read the contents of a contract, he is held to be bound by its terms. In the leading case of L'Estrange v F Graucob [1934] 2 KB 394, Scrutton LJ pronounced (at p 403): When a document containing contractual terms is signed, then, in the absence of fraud, or, I will add, misrepresentation, the party signing it is bound, and it is wholly immaterial whether he has read the document or not. One exceptional circumstance under which a party to a written contract may seek to set it aside is on the grounds of non est factum, which by itself is usually difficult to establish. Non est factum, has not been pleaded in the present case to challenge the validity of the first contract, and even if it had been, I doubt very much whether the defendants would have been successful in establishing it."
I consider the Defendants' bare denial of the execution of the investment agreement to be an afterthought. At no material time did they lodge any police report alleging forgery. Nor did they adduce any handwriting expert evidence to challenge the authenticity of their signatures affixed thereto.
I am satisfied that the investment agreement is a valid contract. The Defendants, having signed the investment agreement, are bound by its terms. Their failure to pay the agreed monthly returns, and to repay the investment sum, constitutes a breach of the investment agreement.
The Defendants' attempt to rely on purported business losses, the Covid - 19 pandemic and subsequent assignment of the food court business is irrelevant, in light of the express provision that payment is to be made irrespective of the performance of the food court business. Whether the Defendants are liable to repay to the Plaintiff the investment sum in the amount of RM 861,000
I find that the Defendants are liable to repay to P the investment sum in the amount of RM 861,000, as the same had been fully paid by P and received by the Defendants. P has discharged its burden of proof through cogent documentary evidence.
The Defendants also, through the investment agreement, had acknowledged that they had received the investment sum of RM 861,000.
P had made payment of the investment sum of RM 861,000, which was received by the Defendants in the following manner: Mode of receiving the investment sum from the PlaintiffTotalBy way of online bankingRM 550,000By way of cashRM 311,000 Investment sumRM 861,000
Firstly, the Defendants have expressly admitted that a sum of RM 550,000 was received from P via bank transfers by the $ 2 ^{n d} $ Defendant as director of D1 (albeit they contend that it was a loan). Paragraph 8.1 of the statement of defence reads: "8.1) Plaintif telah membekalkan pinjaman-pinjaman sebanyak 10 kali kepada Defendan Kedua sebagai Pengarah Defendan Pertama dan Syarikat Greenish Olive Sdn Bhd dan sejumlah lebih kurang RM 550,000.00 melalui pindahan wang RM 9999.99 dan RM 40,000.00 pada 22.9.2019 dan di ikuti dengan pindahan wang sebanyak RM 49,999.00 sebanyak sembilan kali pada 23.8.2019, 25.8.2019, 26.8.2019, 27.8.2019, 28.8.2019, 7.9.2019, 17.9.2019, 21.9.2019 dan 22.9.2019. Satu lagi pindahan lebih kurang pada masa yang sama. Pindahan di buat kepada akaun berakhir dengan No. 9237 dan di terima daripada pindahan CIMB Clicks."
Secondly, P has adduced documentary evidence in the form of multiple receipts signed by the $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants, evidencing cash payments amounting to RM 311,000. These receipts stated that the payments were made as an investment into D1.
When taken together, the total investment sum of RM 861,000 was established. The Defendants' contention that only RM 550,000 was received is contradicted by their own signed receipts. The Defendants' further assertion that the sum of RM 861,000 includes interest is equally untenable, as the receipts characterise the payments as investment money, and not interest.
P's contractual right to be repaid ought to be enforced, in line with the principle enunciated by the Court of Appeal in OCBC Bank (Malaysia) Bhd v Lim Hock Kok & Anor (kedua - dua berniaga sebagai rakan kongsi di dalam firma 'Ictinus Home and Building Constructions and Designs') [2017] 9 CLJ 454; [2017] MLJU 798 : [14] ... it is imperative that contractual rights are recognized and enforced. It is not for the courts to rewrite a contract or bargain made by the parties. For there to be commercial efficacy and certainty, contractual terms agreed to by the parties should be enforced. Otherwise, it would result in chaos and commercial activities would grind to a halt if parties are not entitled to determine for themselves the rights and obligations to be given or assumed under a contract. We should emphasize that this is a logical and acceptable construction which parties ought to bring to bear upon a contract which they have agreed to enter into upon which terms they agree to be bound."
On a proper construction of the investment agreement, the investment sum of RM 861,000 remains due and payable to P, the monthly payments of RM 20,000 being returns on the said investment sum. P's contractual right to recover the investment sum must be upheld. The court ought to give effect to the terms of the investment agreement.
Further, the Defendants are liable to pay to P the agreed monthly returns of RM 20,000 from September 2020 until September 2023, amounting to RM 740,000. The investment agreement stipulates that the Defendants shall pay the agreed monthly returns "irrespective of the commencement and running outcome of the food court business". The clause is clear and unequivocal.
The Defendants' attempt to avoid liability by alleging that the food court business did not perform or suffered losses, is contrary to the express terms of the investment agreement. The obligation to pay the monthly returns is absolute. It is not contingent upon the profitability or performance of the food court business. Whether the Defendants are liable to pay to the Plaintiff late payment charges at the rate of 10 % on the amount due, amounting in total to RM 160,100
It is explicitly stated in the investment agreement that the Defendants are liable to pay to P late payment charges at the rate of 10 % on the amount due. This amounts in total to RM 160,100 for three years from September 2020 until September 2023.
The investment agreement expressly provides that in the event of default of payment, the Defendants shall pay to P a late payment fee of 10 % of the amount then due. With the Defendants having failed to make payments in accordance with the investment agreement, the said provision is triggered.
The late payment clause is a contractual term freely agreed upon by the parties and is enforceable. The Defendants cannot now seek to avoid liability under a clause which they had expressly agreed to at the time of the execution of the investment agreement. Whether the payment of the sum amounting to RM 861,000 from the Plaintiff to the Defendants constitutes an investment or a loan
My finding is that the sum amounting to RM 861,000 paid by P to the Defendants, which stems from the investment agreement, constitutes an investment and not a loan. The Defendants' attempt to characterise the transaction as an illegal moneylending arrangement is unsustainable.
The Moneylenders Act 1951 applies to persons carrying on the business of moneylending. To prove the business of moneylending requires some sort of continuity or system or repetition of similar transactions. (See the Federal Court case of Ngui Mui Khin & Anor v Gillespie Bros & Co Ltd [1980] 2 MLJ 9 at 12; the Privy Council case of Chow Young Hong v Choong Fah Rubber Manufactory [1962] 1 MLJ 74 at 77).
Since the Defendants assert that P is an unlicensed moneylender and gave a loan to them, the burden falls on the Defendants to prove so. Other than an ipse dixit by the Defendants, there is not a shred of evidence produced before the court that P has carried on, or advertised, or announced, or held himself out as carrying on a business of moneylending as a moneylender.
It is plain that there is no evidence of any continuity, system or repetition of similar transactions. The contention of moneylending is a bald allegation. P cannot be characterised as a moneylender.
The Federal Court in Michael C. Solle v United Malayan Banking Corporation [1986] 1 MLJ 45 at 47 held that the intention of the parties is to be gathered from the plain language of the contract, and such intention must be given effect by the court. The common and universal principle is that an agreement ought to receive that construction which its language will admit, which will best effectuate the intention of the parties, to be collected from the whole agreement.
In the present case, the language of the investment agreement points to the fact that the transaction is an investment. The first paragraph of the investment agreement shows the Defendants thanking P for "investing into" D1. DR. ABDUL KAREEM & PARTNERS INVESTMENT @ MENARA PRESTIGE FOOD COURT. Salam Dr. Abdul Kareem & Partners, First, I would like to thank you for your trusting on myself and investing into Zam Zam Food Bazaar Sdn Bhd with its commitment on Menara Prestige Food Court which will be opening on Aug 2020.
This is further corroborated by the wording of the official company receipts issued by D1. The receipts acknowledge that the payment was for an "investment" in D1. The receipts were signed by the $ 2 ^{n d} $ and $ 4 ^{th} $ Defendants. They bear D1's company seal. An example is reproduced below.
The following additional pointers demonstrate that the transaction was an investment, and not a loan.
The investment agreement shows that monies were provided for the purpose of financing the Defendants' for long - term growth and scaling of their food court business. The agreed returns were described as "benefits" or "profits", not as an interest. By investing in D1, P was committing to a new venture which entailed taking risks.
P did not demand collateral or security for the investment.
The structure and the contents of the investment agreement, the course of dealings between the parties, and the conduct of the parties did not reflect a loan or a lender - borrower status. They reflect a commercial investment arrangement, rather than a loan.
According to P, at one stage, the $ 2^{\mathrm{nd}} $ Defendant needed urgent help and requested P to spare RM 70,000, stating that he would return the principal paying RM 10,000 every month. P obliged to his request and remitted through bank transfer RM 50,000 (on 25.9.2019) and RM 20,000 (on 1.10.2019), without any interest. This gesture is another piece of evidence that P is not a moneylender. A moneylender does not lend money without getting interest on it.
The Defendants relied on a document contained at page 151 to 152 of Bundle B1. On its face, that document is titled a 'loan agreement' for RM 550,000, sent by the $ 2 ^{nd} $ Defendant to P via WhatsApp.
However, I accept P's testimony that he never approved or acknowledged it. The said document carries no weight, as it is not signed by P and is undated. It was unilaterally prepared by the $ 2^{\mathrm{nd}} $ Defendant, and signed by the Defendants on their own for their own purpose. Moreover, the said document is incomplete, as it has many unfilled blanks and missing particulars.
At this juncture, I would note that the presumption under section 10OA of the Moneylenders Act 1951 (concerning the business of moneylending), does not apply. There is no proof of any interest charged by P against the Defendants.
I conclude that the Defendants' attempt to recharacterize the transaction as a loan, is an afterthought designed to evade liability. Whether the Plaintiff has authority or locus standi to claim for the portion of the investment sum that was contributed by his partners
During the cross-examination of P, the counsel for the Defendants challenged whether P, as the sole claimant, had authority to claim for the portion of the investment sum that was contributed by his partners.
The Defendants pleaded lack of locus standi or privity at paragraph 10.2 of the statement of defence, which reads: "Plaintif tiada locus standi atau privi untuk menuntut bagi pihak ketiga yang mana sekiranya ada adalah di nafikan."
If authority is needed for P to claim for the portion of the investment sum that was contributed by his partners, such authority does exist. The partners had issued a letter of authority / appointment dated 1.9.2019, which states: "On that basis, we hereby appoint Professor Dr. Abdul Kareem Meera Mohaideen (NRIC No:500717755015) as our representative to act on behalf of us in this business and its agreement. He is authorised to take decisions and do all action which shall be effective and binding on us. The first party shall give and receive money, profits and other benefits of this business payable to us and may reinvest on behalf of us. And we hereby undertake to ratify everything which Professor Dr. Abdul Kareem Meera Mohaideen shall do or purport to do in virtue of this letter of authorisation / appointment."
Be that as it may, I consider that the issue of locus standi raised by the Defendants is a red herring. The significant fact here is that the investment sum of RM 861,000 was received by the Defendants from P, and not from anyone else.
This is manifested in the second paragraph of the investment agreement, which reads: "Herewith we, [the 2nd Defendant] ... and [the 4th Defendant] hereby acknowledge and agree that we have received a total sum of RM 861,000.00 ... from Abdul Kareem Meera Mohaideen [i.e. P] ... (inclusive of contributions of his partners ...) for and on behalf of Zam Zam Food Bazaar Sdn Bhd and this investment will be utilized for and its renovation of food court / cafeteria located at Menara Prestige ...".
It is also evinced by the various official company receipts issued by D1, which states that the monies were received from P, and not from anyone else.
It is immaterial that the partners contributed towards the investment sum that was paid by P to the Defendants. That is an internal arrangement between P and his partners.
As far as the Defendants are concerned, they received the investment sum from P. And it is to P that the Defendants are liable to repay the investment sum and the agreed returns. How P apportions and remits the monies to his partners is a matter between them. It is of no concern to the Defendants.
This is reinforced in the investment agreement, which makes reference to the fact that the repayments are to be made to P, and not to anyone else:
"we agree to pay to Abdul Kareem Meera Mohaideen [i.e. P] ... a late payment fee of 10 % of the amount then due."
"to repay the outstanding amount inclusive of unpaid profits to Abdul Kareem Meera Mohaideen [i.e. P]".
"In that case, the sales proceedings and the amount should be given to the investor Abdul Kareem Meera Mohaideen [i.e. P] ... for the smooth settlement of the appropriate dues."
Zam Zam Food Bazaar Sdn Bhd shall bank - in the investment - benefit as below bank details by every month before $ 7^{th} $ of each month : Bank account : Abdul Kareem Meera Mohaideen. Maybank A/C : 562740133395. Abdul Kareem Meera Mohaidren shall be entitled to recover its legal and other relevant expenses, attorneys' fees and costs incurred in any dispute:”
In the premises, I reject the Defendants' contention that P lacked locus standi, privity or authority. Conclusion
For the reasons above, I allowed P's claim against the Defendants. Dated 3 June 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Soh Gee Kian, Noor Syazleen Azmira binti Mohamad and Nur Mirza Batrisyia binti Zamri (Messrs. G K Soh & Partners) for the Plaintiff Satvinder Kaur a/p Avtar Singh (Messrs. Satvinder K & Associates) for the $ 1^{\mathrm{st}} $ $ 2^{\mathrm{nd}} $ and $ 4^{\mathrm{th}} $ Defendants Case reference
Tan Kah Khiam v Liew Chin Chuan & Anor [2006] 4 CLJ 715
Polygram Records Sdn Bhd v The Search & Anor [1994] 3 MLJ 127
OCBC Bank (Malaysia) Bhd v Lim Hock Kok & Anor (kedua - dua berniaga sebagai rakan kongsi di dalam firma 'Ictinus Home and Building Constructions and Designs') [2017] 9 CLJ 454; [2017] MLJU 798
Ngui Mui Khin & Anor v Gillespie Bros & Co Ltd [1980] 2 MLJ 9
Chow Young Hong v Choong Fah Rubber Manufactory [1962] 1 MLJ 74
Michael C. Solle v United Malayan Banking Corporation [1986] 1 MLJ 45 Legislation reference
Section 10OA of the Moneylenders Act 1951

Catchwords

Parties

ABDUL KAREEM MEERA MOHAIDEEN - plaintiff - ejudgment_parties

1. ) ZAM ZAM FOOD BAZAAR SDN BHD - defendant - ejudgment_parties

2. ) ZIAULHAG IBRAHIM GANI - defendant - ejudgment_parties

3. ) JOSEPH RAVINDRED A/L EDWIN PERIANAYAGAM - defendant - ejudgment_parties

4. ) SITI FATIMAH BINTI ABDUL SUBAHANI - defendant - ejudgment_parties

Abdul Kareem Meera Mohaideen v 1. ) Zam Zam Food Bazaar Sdn Bhd (WA-22NCC-888-12/2023)

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Abdul Kareem Meera Mohaideen v 1. ) Zam Zam Food Bazaar Sdn Bhd (WA-22NCC-888-12/2023)

Outcome

How this case connects

Cited by

Authorities cited

Introduction

Decision

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