Ageson Development Sdn Bhd (dalam Penggulungan Secara Sukarela Oleh Pemiutang) v Radiant Phoenix Sdn Bhd (WA-22NCC-669-10/2025)

RADIANT PHOENIX SDN BHD (Formerly known as Ageson Place Sdn Bhd and Formerly known as Daya Intelek Usahasama Sdn Bhd) (Company No.: 200001009664 / 512270-U)

ANDREW LUI MENG SAN (NRIC No.: 751229-07-5201)

MUHAMMAD BADRUN AL-MUHAIMIN BIN BAHARON (NRIC No.: 940428-03-5571)

LEE JING YNG (NRIC No.: 760906-08-6632)

DAVID WONG YOU KING (NRIC No.: 721229-13-5481)

YEOH LIP KHOON (NRIC No.: 680725-07-5715)

JOHN WONG CHIEW BOO (NRIC No.: 550809-13-5097)

CHIN KOK FOONG (NRIC No.: 770122-08-6211)

DATO’ LIEW KOK LEONG (NRIC No.: 730618-08-5777)

LEE PING WEI (NRIC No.: 891015-01-6163)

IGNATION A/L BENEDICT DORAISINGAM (NRIC No.: 660313-10-6033)

RAJA KAMARUDIN BIN RAJA ADNAN (NRIC No.: 640913-10-5989)

TENTUAN K H WONG, CHIN & CHEAH (Sued in the capacity of a law firm)

DATO’ WONG KOK HOONG (Sued in the capacity of an advocate and solicitor, practising as a partner in the firm Messrs K H Wong, Chin & Cheah)

CHIA WILSON (Sued in the capacity of an advocate and solicitor, practising as a partner in the firm Messrs K H Wong, Chin & Cheah)

CHEAH SAU VOON (Sued in the capacity of an advocate and solicitor, practising as a partner in the firm Messrs K H Wong, Chin & Cheah)

CHIN HEIN CHOONG (Sued in the capacity of an advocate and solicitor, practising as a partner in the firm Messrs K H Wong, Chin & Cheah)

GAN HWEE THENG (Sued in the capacity of an advocate and solicitor, practising as a partner in the firm Messrs K H Wong, Chin & Cheah) ...DEFENDANT-DEFENDANT GROUNDS OF JUDGMENT

Before this Court are three applications to strike out the Plaintiff's Amended Statement of Claim under Order 18 Rule 19(1)(a), (b),

and/or (d) of the Rules of Court 2012 and/or the inherent jurisdiction of the Court: Enclosure 29, by the 13th to 18th Defendants (a law firm and its partners holding stakeholder monies); Enclosure 33, by the 1st to 3rd, 5th to 7th, 9th and 12th Defendants ("the Main Defendants"); and Enclosure 64, by the 10th Defendant. 6 2. The Plaintiff is a company in creditors' voluntary liquidation. Its suit rests on three causes of action: fraudulent trading under Section 540 of the Companies Act 2016 ("CA 2016"); the tort of conspiracy by unlawful means; and breach of fiduciary and statutory duties. The sum of RM30,283,846.57 in stakeholder monies arising from the sale of the Penang Land is at the centre of the dispute.

This Court dismisses Enclosures 33 and 64 with costs, and allows Enclosure 29. The reasons follow.

The power to strike out under Order 18 Rule 19 is a draconian one. It will only be exercised where the claim is, on its face, obviously unsustainable — Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 3 MLJ 36. The Court must not conduct a mini-trial on affidavit evidence. Where fraud, conspiracy, and questions of intent and knowledge are alleged — as here — the issues are inherently fact-sensitive and require the full apparatus of trial: discovery, witness statements, and cross-examination. The burden of establishing obvious unsustainability lies on the applicants. That burden is not discharged in Enclosures 33 and 64. III. ENCLOSURE 33 — THE MAIN DEFENDANTS Issue 1: Standing under Section 540 and Section 456 CA 2016 5. The Main Defendants contend first that Section 540 proceedings must be brought by the Liquidator in his personal name, and second that the absence of prior sanction under Section 456 CA 2016 renders the action a nullity.

Both contentions are rejected. Section 540(1) CA 2016 provides: "If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose, the Court, on the application of the liquidator or any creditor or contributory of the company, may declare that any persons who were knowingly parties to the carrying on of the business in that manner are to be personally responsible..." The provision prescribes who may apply; it does not dictate the precise manner in which the proceedings are to be styled. The Plaintiff's claim is not confined to Section 540 — it concurrently pleads the tort of conspiracy, which vests in the company itself. Artificially severing these claims serves no purpose of justice.

As to Section 456, the absence of prior sanction does not render proceedings void. It is at most a procedural irregularity curable under Order 2 Rule 1 of the Rules of Court 2012. The Court's supervisory jurisdiction is the proper vehicle to address any such irregularity once proceedings are on foot. Issue 2: The Proper Plaintiff Rule 8. The Main Defendants invoke the proper plaintiff rule in Foss v Harbottle (1843) 2 Hare 461, arguing that the RM12.5 million financial discrepancy occurred in the 1st Defendant's accounts, not the Plaintiff's, and therefore the Plaintiff has no standing to claim.

This submission misapprehends the pleadings. The Plaintiff has pleaded two direct injuries to its own estate: the alleged unlawful diversion of RM30,283,846.57 in stakeholder monies originating from the Penang Land sale; and the severe dilution of its shareholding in the 1st Defendant from 100% to 0.51%. These are not reflective losses flowing from a wrong done to the 1st Defendant — they are direct injuries to the Plaintiff itself. The proper plaintiff rule has no application where the plaintiff company is the primary and direct victim of the alleged misconduct.

Issue 3: Consent Judgment and Estoppel The Main Defendants assert that this suit is a collateral attack on the consent judgment in Suit 61, and that the Plaintiff is issue-estopped from proceeding.

This Court cannot determine this point summarily. The Plaintiff's case is that the Liquidator entered into the consent judgment while relying on deliberately manipulated records, having been kept ignorant of the sham SPAs of 2019 and 2021 and the share dilution scheme. In equity, fraud unravels all — a party cannot be bound by a judgment whose procurement involved the active concealment of material facts: Hip Fong Hong v Neotia and Company [1907] AC 228. Whether the Liquidator possessed the requisite knowledge at the time of the consent judgment is a highly contested factual question. It demands cross-examination, not affidavit determination. IV. ENCLOSURE 64 — THE 10TH DEFENDANT

Issue 4: Brevity of Tenure and Absence of Specific Pleading The 10th Defendant, whose directorship lasted one month (1 October 2020 to 2 November 2020), submits that the claim against him is frivolous because no specific overt acts are pleaded against him personally.

This Court disagrees. Fiduciary and statutory duties under Section 213 CA 2016 — to act honestly and in the best interests of the company — arise upon appointment and are not attenuated by short tenure. There is no de minimis threshold in duration. The 10th Defendant's appointment fell within the material period of the alleged fraudulent scheme. In a conspiracy, liability may rest on participation, acquiescence, wilful blindness, or a failure to inquire. These are matters peculiarly within the 10th Defendant's knowledge. Striking out a co-defendant at this stage would fragment the action and prematurely absolve him of scrutiny which is properly the function of trial.

V. ENCLOSURE 29 — THE 13TH TO 18TH DEFENDANTS The 13th to 18th Defendants hold RM30,283,846.57 as stakeholders. They apply to be struck out. The Plaintiff does not oppose this application. The application is allowed. These Defendants are removed as parties. The stakeholder monies shall nonetheless remain subject to any existing injunctive or preservation orders pending further order of this Court, so as to preserve the substratum of the Plaintiff's claim.

VI. CONCLUSION AND ORDERS The Amended Statement of Claim discloses reasonable causes of action that are neither plainly frivolous nor obviously unsustainable. The Plaintiff is entitled to ventilate these serious allegations at trial. This Court makes the following orders:

Enclosure 29 is allowed. The 13th to 18th Defendants are struck out as parties. The cost of RM20,000.00 againts the liquidator personally. The stakeholder monies of RM30,283,846.57 shall remain subject to any preservation orders pending further order.

Enclosure 33 is dismissed with costs in the cause, to be paid by the Main Defendants, such costs to be taxed if not agreed.

Enclosure 64 is dismissed with costs in the cause, to be paid by the 10th Defendant, such costs to be taxed if not agreed.

The matter shall proceed to a full trial. Pre-trial directions for discovery and exchange of witness statements shall be issued at the next case management hearing. Dated 7hb July 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR APPEARANCES For the Plaintiff: Steven Tan Chee Qian, Max Chuah Chern Tee & Low Han Shin (Chuah Qian & Partners (Petaling Jaya)) For D4: Hoe Wei Ee (BH Koh, Soong, Zarin & Partners (Ipoh)) For D1-D3, D5-D7, D9-D12: Elisa Oyenz Jeson (Michael Chow (Kuala Lumpur)) For D10: Arjun a/l Mohanakrishnan (Raj & Sach (Petaling Jaya)) For D8: Asmeeta a/p Rajendan (Zen, Chyuan & Farliza (Penang)) LIST OF CASES REFERRED TO:

Bandar Builder Sdn Bhd & Ors v United Malayan Banking

Foss v Harbottle (1843) 2 Hare 461 (Court of Chancery)

Hip Fong Hong v Neotia and Company [1907] AC 228 (Privy Council)

Companies Act 2016 — Sections 213, 456, 540(1)

Rules of Court 2012 — Order 2 Rule 1; Order 18 Rule 19(1)(a),

(b), (c) and (d)