All Ways Builder Sdn. Bhd. v 1. ) Euroland & Development Sdn. Bhd. (WA-22NCC-550-12/2021)

EUROLAND & DEVELOPMENT SDN BHD [Company No.: 201101008390 (936529-K)]

EURO HOLDINGS BERHAD [Company No.: 200401008055 / 646559-T] …DEFENDANTS (ORIGINAL CLAIM)

EUROLAND & DEVELOPMENT SDN BHD [Company No.: 201101008390 (936529-K)]

EURO HOLDINGS BERHAD [Company No.: 200401008055 / 646559-T] …PLAINTIFFS

ALL WAYS BUILDER SDN. BHD. [Company No.: 201601041757 / 1212699 –X]

CHIA CHIW HOON [Identity Card No.: 781123-10-5246]

WONG KIN SING [Identity Card No.: 700603-06-5223]

CHOONG YUEN KEONG @ TONG YUEN KEONG [Identity Card No.: 590818-10-6331]

TONG YUN MONG [Identity Card No.: 550321-10-5089]

TONG KAH HOE [Identity Card No.: 650728-10-7113/A0185155] …DEFENDANTS (Counterclaim)

This is my Grounds of Judgment in respect of the Counterclaim by Euro Holdings Berhad (Euro Holdings). In their Counterclaim Euro Holdings pleaded conspiracy involving All Ways, Chia Chiw Hoon (All Ways’s director), Wong Kin Sing (Plaintiff’s former director), Choong Yuen Keong @ Tong Yuen Keong, Tong Yun Mong and Wong Kin Sing (Euro Holdings former directors) and Tong Kah Hoe (Euro Group Chief Operating Officer) in counterclaim) over the Damai Vista Project.

The Counterclaim was dismissed and Euro Holdings now appeals against the dismissal of the Counterclaim.

With regards the main suit, midway through the trial, All Ways was wound up. The Official Receiver informed the Court that that they do not wish to continue with the claim. As such, the claim was struck out.

This suit was heard together with: a) Civil suit no. WA-22NCC-137-03/2021 (‘Suit 137’); b) Civil suit no. WA-22NCC-246-06/2020 (‘Suit 246’); c) Civil suit no.: WA-22NCC-632-12/2020 (‘Suit 632’)

For ease of reference, parties in these suits will be referred as follows: a) Euroland & Development Sdn. Bhd. : Euroland b) Euro Holdings Berhad : Euro Holdings c) Choong Yuen Keong @ Tong Yuen Keong : CYK d) Tong Yun Mong : TYM e) All Ways Builder Sdn. Bhd. : All Ways f) Wong Kin Sing : WKS g) Chia Chiw Hoon

Euroland is a subsidiary of Euro Holdings (which is a public listed company) and is the developer of a condominium known as “Damai Vista”. All Ways was the main contractor for the Damai Vista Project.

All Ways was appointed as the main contractor to carry out the construction works of the Damai Vista project vide letters of award dated 19.5.2017, 27.9.2018, 1.12.2018 and 1.4.2019 respectively. For additional works of the Damai Vista Project, All Ways has issued six quotations.

Vide Corporate Guarantee Agreements with six subcontractors, Euro Holdings have guaranteed payment as guarantor of the principal debtor to all subcontractors for goods supplied for the Damai Vista Project.

Based on the Guarantee Agreements, Euro Holdings has agreed to be the principal debtor to ensure any outstanding debt owed by All Ways is paid to the sub-contractor.

All Ways constructed and completed the Damai Vista Project and additional works around February 2020.

All Ways claims against Euroland and Euro Holdings is for a sum of RM8,767,031.97 being the balance due for the Damai Vista Project and to indemnify All Ways from the claims by the sub-contractor.

All Ways was wound up on 15.2.2024.

Euro Holdings counterclaim consists of:

An allegation of conspiracy to injure Euro Holdings and

Siphoning of funds of Euroland;

Increase the price of goods supplied to Euroland;

Cheating Euro Holdings and Euroland;

Signing letters of guarantee on behalf of Euro Holdings;

Unlawful act and fraud on Euro Holdings and Euroland

CYK and TYM contended that they acted lawfully in their capacity as directors of the companies and that all the guarantees issued were subjected to a due diligence conducted by Messrs Mah-Kamariah & Philip Koh.

It was also contended that due to the consent judgment recorded on 22.11.2023 resulting in the withdrawal of Euroland’s counter-claim against CYK, Euro Holdings has no case against them. Once Euroland has withdrawn its counterclaim, Euro Holdings has no foundation or basis to continue with the action.

WKS was a former director of All Ways and has resigned since

1.6.2018. It is improbable that WKS has intention to conspire given that he resigned as director since 2018.

ADY, CYK and TYM testified that they have not communicated nor dealt with WKS.

Euro Holdings has failed to plead specifically of WKS’s conduct on the purported conspiracy scheme.

Euroland withdrew its counterclaim against WKS vide Consent Judgment recorded on 22.11.2023. All Ways and Euroland reached an amicable settlement whereby Euroland agreed to pay RM5,000,000.00 to All Ways as full and final settlement.

The allegation of conspiracy against CCH is not sustainable and not proven. The consent judgment determined the finality of all claims and the issue of conspiracy. It is res judicata. Finding on the Counterclaim Whether the defendants have conspired jointly to defraud euro holdings

Euro Holdings' conspiracy counterclaim alleges that the Defendants in the counterclaim, namely ADY Marketing Sdn. Bhd., M South Marketing Sdn. Bhd., All Ways Builder Sdn. Bhd., Choong Yuen Keong @ Tong Yuen Keong, and Tong Yun Mong, conspired jointly to defraud Euro Holdings of substantial sums totaling RM2,907,765.02. After careful examination of all evidence and considering the submissions of all parties, including the specific S/N XviwJWUOykmPsnwkPh0eQ submissions by Wong Kin Sing and Choong Yuen Keong @ Tong Yuen Keong, the counterclaim must be dismissed for the reasons set out below. Law on conspiracy claims

The legal elements required to establish a claim for conspiracy to defraud are well-established in Malaysian law. In Yap J.H. v Tan Sri Loh Boon Siew & Ors [1991] 4 CLJ (Rep) 243, the Court laid down the essential elements, stating that the plaintiff must establish an agreement between two or more persons, an agreement for the purpose of injuring the plaintiff, and that acts done in execution of that agreement resulted in damage to the plaintiff.

As reaffirmed in Renault Sav Inokom Corp Sdn Bhd and other appeals [2010] 5 MLJ 394, it is trite law that the agreement to injure must come first, meaning the agreement should have crystallised before the alleged unlawful acts are done in execution or pursuant to the agreement.

The standard of proof remains the balance of probabilities as established in Sinnaiyah & Sons v Damai Setia [2015] 5 MLJ 1, even for serious allegations such as fraud and conspiracy.

Euro Holdings has failed to establish any credible evidence of an agreement between the alleged conspirators. The evidence presented shows that ADY and M South operate as independent trading companies with different geographical bases. PW2 Tay Eng Teng testified that M South operates in the Southern region while ADY operates in the Central region. Both companies have different customer bases, product focus, and marketing strategies. They operate independently and only share market information as business partners.

The evidence reveals legitimate commercial relationships rather than conspiratorial arrangements. The relationship between ADY and M South is that of friendly business partners and friendly competitors. Both companies legitimately supply building materials throughout Peninsular Malaysia. The use of similar invoice formats is explained by industry practice and common accounting software.

Euro Holdings has not produced any evidence of secret meetings, communications, or agreements between the alleged conspirators. All business dealings were conducted openly and transparently. Purchase orders, quotations, and invoices were processed through normal commercial channels.

While the appointment process of All Ways may have been informal, this reflects commercial reality rather than conspiracy. All Ways was a legitimate contractor capable of performing the work, as evidenced by the successful completion of the project.

Even if some form of cooperation existed between the parties, which is denied, there is no evidence that any such cooperation was intended to injure Euro Holdings. All parties, including Euro Holdings, benefited from the arrangement. Euro Holdings obtained a completed residential development project. The project achieved Conditional Certificate of Completion, benefiting Euro Holdings' business.

There is no evidence of intention to harm Euro Holdings. All supplies were made for legitimate construction purposes. Materials were incorporated into the completed project, benefiting Euro Holdings. No evidence suggests any party intended to cause financial harm to Euro Holdings.

All pricing was transparent and documented in quotations. Corporate guarantees were openly executed with board approval. Payment arrangements were clearly specified and communicated. Euro Holdings voluntarily issued corporate guarantees and made payments in 2017-2018, demonstrating acceptance. Euro Holdings actively participated in and benefited from the arrangements.

Euro Holdings has failed to establish that any alleged conspiratorial acts caused damage. Euro Holdings obtained full value through project completion. The Damai Vista project was completed and delivered to purchasers. Euro Holdings benefited from the development and sale of residential units.

All evidence confirms that genuine building materials were supplied. Materials were incorporated into the completed project. No evidence of overcharging or supply of defective materials has been presented. Euro Holdings received the benefit of completed construction. The corporate group achieved its development objectives. Any financial obligation represents legitimate debt for value received. Former directors’ submissions

The submissions by the former directors of Euro Holdings namely Choong Yuen Keong @ Tong Yuen Keong and Tong Yun Mong, as presented by their counsel KC Tang & Co, significantly undermine the conspiracy allegations. A due diligence preliminary enquiry was conducted by Messrs Mah-Kamariah & Philip Koh. All relevant documents, including guarantees, were disclosed during due diligence. The due diligence process validates the legitimacy of the transactions.

All guarantees were subject to board approval through directors' circular resolutions. The transactions were transparent and properly documented. Corporate governance procedures were followed.

Euroland's consent judgment on 22.11.2023 admitted there was no conspiracy. As the direct contracting party, Euroland was best positioned to know if conspiracy existed. The settlement effectively contradicts Euro Holdings' conspiracy allegations.

Euro Holdings' witness Gan Chong Wei admitted under cross-examination that he had no personal knowledge of the conspiracy allegations. The absence of first-hand knowledge from Euro Holdings' own witness is fatal to the conspiracy claim. Fatal flaws in Euro Holdings' conspiracy theory

Euro Holdings' conspiracy allegations suffer from fundamental evidentiary deficiencies. Euro Holdings has not produced any direct evidence of conspiracy, such as recorded conversations discussing fraudulent schemes, written communications planning deception, meeting minutes or records of conspiratorial discussions, or financial transfers suggesting fraudulent benefit.

The conspiracy theory relies heavily on speculation and suspicion rather than concrete evidence. All alleged conspiratorial acts can be explained by normal commercial behavior and industry practice.

It is clear that the witnesses called by Euro Holdings do not have consent or authority to testify on behalf of Euroland. They also have no direct knowledge of the pleaded facts and admit that their knowledge were only based on the documents filed. The two witnesses were Gan Chong Wei and Lee Wee Thong.

There were no other witnesses who has direct knowledge called by Euro Holdings to prove Euro Holding's allegations that there was a conspiracy between the Defendants.

The diminished value of the said witnesses can be gleaned from the instructive cross examination by counsel Mr KC Tang. The notes of evidence read as follows: TKC: I’m sorry to put you in this predicament but that’s why I said, all this could have been sorted out five months ago and not today. So that’s why I have to ask you these questions. Sorry, Mr Gan. But then in what capacity are you here for Euroland? GCW: I do not have any capacity on behalf of Euroland, yes. TKC: Yes, My Lord. Mr Gan, do you agree that since you are not authorised by Euroland to testify, your witness statement, as far as Euroland is concerned, cannot be accepted? GCW: Yup. Ok. TKC: Not yup, Mr Gan, you have to say yes or no, you know. TKC: Yes, ok. So, I will then move on, ok, and I’m moving, My Lord, ok, to on the side of caution, just in case, ok, Mr Havindar raises other issues after the witness has testified and confirmed. Ok, now I’m just going to lay down some ground rules for you then I will be able to finish my cross quite early with you, Mr Gan. Ok. Can we just confirm when you joined, ok, first question, did you join Euro Holdings and Euroland at that same time? GCW: I joined, I was appointed as the group CFO, so indirectly I have access to all these subsidiaries. S/N XviwJWUOykmPsnwkPh0eQ TKC: Ok. So, and do you still recall when was the date that you joined? So that I know how to shorten the time period. GCW: 01/09/2021. TKC: 01/09/2021. And you are still the CFO for Euro Holdings Bhd. TKC: Ok. Now the project, the Damai Vista project, now you testified earlier that it was completed, the CPC was completed somewhere in 2020. Do you recall? GCW: The partial completion was in somewhere in 2020 but then – TKC: Ok, partial completion and actual completion. Ok. Now did you and when I say “Did you”, that means, ok, personal knowledge, Mr Gan, so if you’re telling that you don’t have personal knowledge, it’s from the documents, you have to correct me. GCW: Ok. TKC: Ok, Mr Gan? TKC: Ok, now I’m going to ask you questions, ok, relating to your personal knowledge. Now, Mr Gan, did you actually have sight of all the progress claims by all the respective contractors or suppliers in this particular suit? GCW: No, only those presented. S/N XviwJWUOykmPsnwkPh0eQ TKC: Ok. So, you don’t have all, everything, ok. Now, No.2, did you have sight of any of the construction site minutes for the Damai Vista project? GCW: I have but not all. TKC: And would you agree with me that all the personal knowledge that you have, ok, is only restricted to what you see in documents?

Mr. Gan Chong Wei's admission that he did not provide any input in the defence and counterclaim and had no knowledge of the statements and facts in the paragraphs in the Defence and Counterclaim meant that he was a witness who carried no value for Euro Holdings. He did not have personal knowledge of the complaints raised by Euro Holdings in the Counterclaim.

The witness also admitted that he only joined Euro Holdings as CFO on 01.09.2021, which was after the Damai Vista Project was completed specifically after the goods were duly delivered by ADY and M South. It boggles the mind as to why such a witness was procured by Euro Holdings to become a witness. Although he may be able to testify from the documents, however, in a specific case alleging conspiracy between former directors and the full understanding of the project, the answers given by the witness will have to be scrutinised with a fine-tooth comb. It is my finding that he was but a lame witness who was unable to substantiate any of the allegations made in the pleaded case of Euro Holdings.

The following extract of the Notes of Proceedings on the above point further demonstrates the concern of the court. TKC: Now this is a very serious allegation that is being made by the company. Ok, my question to you is this, Mr Gan, to the best of your knowledge, was there any police report filed by either Euro Holdings or Euroland pertaining to this paragraph 5.20? GCW: Not I’m aware of. TKC: Ok. Was there any complaint made to Bursa, ok, as far as this paragraph 5.20 is concerned? GCW: Not I am aware of. TKC: Ok. You have testified earlier that Euro Holdings have always been audited in terms of the financial statements. TKC: Ok, good. Now we go to 5.21, ok, “The Plaintiff and the conspirators’ purpose in this case are to cheat the Defendant”. Again, the word “Cheat” is used, Mr Gan. TKC: Did you have any input on this word “Cheat”? TKC: No. Ok. Now again, ok, do you confirm, I’m just going to wrap it up in a simple question, do you confirm that there was no police report or no complaint lodged to Bursa SSM in respect of this paragraph relating to the issue of cheating? S/N XviwJWUOykmPsnwkPh0eQ GCW: Not I’m aware of. TKC: Ok, now for 5.22, again this is a very serious allegation that was filed by Euro Holdings and Euroland, ok. Did you have any input to this? TKC No. So, in other words, ok, you will also not be able to tell me or to tell this Court who suggested this. Am I right? TKC: Ok. And I would then now go on to your amended defence to the counterclaim against the Plaintiff and the conspirators. Again, I think paragraph 9, if you agree with what I say, what you said earlier to my questions, I will just give you a general question because this seems to be a repeat of the earlier paragraphs. Do you agree, Mr Gan? TKC: Yes. Ok. And “To deceive and/or to cheat the Defendants”. The Defendants here is Euro Holdings and Euroland. So, did you have any input on this, Mr Gan? TKC: No, ok. So, you have no idea where this comes from. Am I right? TKC: Ok. No? That means you know where it comes from? GCW: No, I do not know. S/N XviwJWUOykmPsnwkPh0eQ TKC: Ok. You have to be clear, ok. Again, you know what I mean, this part, the siphoning, again, you know what I mean, intention to injure, here, and/or to siphon out a total fund. Ok. Did you have any input to this, Mr Gan? TKC: No. Ok. Do you know about this issue that is raised in this paragraph? TKC: Yes, you know. Ok. So where did your get your knowledge from? GCW: Based on the documents. TKC: Ok. Then, Mr Gan, don’t you think that siphoning funds from the company is a serious allegation, Mr Gan? TKC: Yes. Was any police report lodged as a result of this paragraph? GCW: Not I am aware of. TKC: Yes. And was any complaint made to Bursa SSM or Bursa, ok, in respect of this paragraph? GCW: Not I’m aware of. TKC: Ok. Then, Mr Gan, what is the basis of you to say, first, we’re going to break this paragraph into a few questions, few questions from this paragraph. “Intend to injure”, when did this so-called thing happened? Roughly which year, before your time, after your time, during your time? S/N XviwJWUOykmPsnwkPh0eQ GCW: Before my time. TKC: Before your time. So, you would not know whether there was any intention to injure. Do you agree? TKC: Ok. Another thing, next thing is this, “To siphon”, this is a very, how do I put it? It’s not a very good word to use, Mr Gan, don’t you agree? TKC: Ok. Like I’m suggesting to you, ok, you know that “To siphon” is a very serious word, a very serious allegation to make, ok, by Euro and Euroland. So, you could have just used the word to pay. Why did you use the word “To siphon”? Or you didn’t use this word? GCW: I’m not aware of this. TKC: Ok. And you did not suggest this word? TKC: Thank you, Mr Gan. Ok. “From the Defendant’s company unlawfully”, now this is the other word. Again, this is a very serious allegation that is being made in this paragraph. “Unlawfully”, again, Mr Gan, do you know whether there was any criminal report lodged after the payment of this RM2.9 million? GCW: Not I’m aware of. TKC: Ok. So, was it your input to use the word “Unlawfully”? S/N XviwJWUOykmPsnwkPh0eQ TKC: Ok. We go to the next one, Mr Gan. And the reason why I ask you all this is because I don’t think there’s any other, there is no other person other than yourself who is authorised to testify for Euro Holdings Bhd. Am I right, Mr Gan? GCW: I think so, yes. TKC: No, not you think so. It’s either a yes or a no, Mr Gan, we don’t want speculation. TKC: Yes. Ok. So that’s why I’ve got to ask you because if I don’t ask you, there’ll be nobody for me to ask after this. Ok. Paragraph 11, “The Plaintiff and the conspirators have cheated”. Again, this word is used. Ok, now I won’t take you through the repeated words, Mr Gan, of this set of pleadings, I will just ask you a very general question, ok, and that would apply to all the other paragraphs which has this word, “Cheated”, “Cheating”, you know what I mean. So, easy, otherwise, I’ve got to go through each and every one, we are going to waste a lot of time. Do you understand where I’m coming from, Mr Gan? TKC: Ok. Now do you agree with me that when the word “Cheated” is used anywhere in this set of pleadings, the defence and the counterclaim, that there was no police report lodged by other Euro Holdings or Euroland. GCW: Not I’m aware of. S/N XviwJWUOykmPsnwkPh0eQ TKC: Ok. And that goes also for this issue of illegality of conspiracy, you know what I mean. No police report was lodged? GCW: Not I’m aware of. TKC: Ok. And there was no, any complaint lodged with Bursa? GCW: Not I’m aware of. GCW: There is two quotation given with – TKC: No. Yes, with the? GCW: With changes in the price. TKC: Two quotations given with changes in the price. TKC: Hence, that? GCW For the same product. TKC And you come to the conclusion that this means it’s inflated? GCW There’s an increase in the price but there’s no justification onto why there’s any incremental on the price. TKC: Yes, Mr Gan. But then how are you going to justify the word “Inflated”? This is your word; this is your answer. GCW: There’s a price changes and the changes is significant. TKC: Prices changes, changes is significant. S/N XviwJWUOykmPsnwkPh0eQ TKC: And because of that, you say you used the word “Inflated”. GCW: Or is there any other words that can be used? TKC: It can be increased due to a lot of, you can use the word “Increase”. Again, you know, like the word “Siphoned” and “Paid out”, it connotes different meaning, Mr Gan. Could you not have used the word “Increase”, “Price increase”? “But then the price was increased”. Is this your word that you used, Mr Gan, or was it suggested? GCW: This is not my word. I know that in fact that there’s a change in the price. TKC Ok, I don’t want to put you through all this, that’s why I said I’m suggesting to you, is this your word or is it suggested to you? GCW Suggested. TKC: The police report was lodged on the 18th of September, wow, ok, about three years anniversary, 18/09/2020. Ok. Now, Mr Gan, you testified earlier and I’m just checking my records here that you joined the company in, what, 01/09/2021? TKC: So, this was before your time, am I right, Mr Gan? TKC: Ok. Now did this person, Chen Kim Sang, did he give you a copy of this police report? S/N XviwJWUOykmPsnwkPh0eQ TKC: Then how did you become aware, Mr Gan? GCW: The police report was, there was a police report filing. TKC: Come again? GCW: There’s a filing of this police report.

I agree with the observation of the Plaintiff counsel that Euro Holdings’s counsel did not challenge or clarify their own witnesses in re-examination with regards to the admissions/ testimonies given by Euro Holdings witnesses during cross-examination on the issues of conspiracy and fraud as well as the goods that were allegedly not delivered by the suppliers, namely ADY and M South.

The cross examination conducted on the said witness Gan Chong Wei demolished the Euro Holdings’s case. He was not able to explain the complaint of Euro and he was also unable to provide the court with any explanation on the elements of conspiracy or any semblance of the alleged wrong doings. I find the witnesses called by the Defendant Euro Holdings to be of no value to the them.

The conspiracy allegations are inconsistent with observable commercial reality. A genuine conspiracy to defraud would not result in successful project completion benefiting the alleged victim. Fraudulent conspiracies typically involve hidden or falsified documentation, not the transparent record-keeping evident here. The parties maintained long-term commercial relationships inconsistent with fraudulent intent. All practices alleged to be S/N XviwJWUOykmPsnwkPh0eQ conspiratorial are standard in the construction and trading industries. Euroland's settlement destroys conspiracy theory

As discussed earlier, Euroland's settlement and acknowledgment of legitimate liability fundamentally destroys the conspiracy theory. Euroland's settlement constitutes an admission by the corporate group that the supplies were legitimate commercial transactions rather than fraudulent schemes. The settlement directly contradicts the core conspiracy allegations that Euro Holdings continues to maintain. Euroland's decision to settle reflects a commercial assessment that the claims were meritorious, not fraudulent. As the direct contracting party with All Ways, Euroland was in the best position to assess whether any conspiracy existed, and its acknowledgment of legitimate liability effectively repudiates Euro Holdings' conspiracy theory. Alternative explanations for alleged suspicious circumstances

All circumstances relied upon by Euro Holdings as evidence of conspiracy have valid explanations.

Price variations

The variation in quotation prices is explained by legitimate commercial negotiations, changes in material specifications such as tile sizes, market fluctuations and GST considerations, and standard business practice in construction industry. Witness for ADY, Siow S/N XviwJWUOykmPsnwkPh0eQ Chee Keong clarified why the price variations occurred. From his explanation, nothing can be taken to mean there was a suspicious ill intent reason calculated to cheat Euro Holdings into paying more than what was necessary. More importantly, Euro Holding’s did not adduce any evidence to support what the proper price of the supplied building material was supposed to be priced. It remains a bare assertion on the part of Euro Holdings.

Gan Chong Wei, the witness for Euro Holdings candidly admitted that he had no knowledge about the allegation that the prices were “inflated” suggesting a conspiracy to laden Euro Holdings with greater sums due to ADY and M South. He also could not explain in what manner was Euro Holdings cheated as he was only basing on the file where the documents were kept.

An extract of the cross-examination of Gan Chong Wei (reproduced in the earlier paragraphs) is clear evidence of the inability of Euro Holdings to support the allegations made.

(ii) Multiple suppliers

The involvement of multiple suppliers, namely ADY and M South, is explained by the fact that large projects require multiple suppliers, different companies have different specializations, risk management through diversified supply sources is prudent, and this represents standard industry practice for major developments.

(iii) Informal procedures S/N XviwJWUOykmPsnwkPh0eQ

Any informal aspects of procedures are explained by commercial urgency in construction projects, long-standing business relationships, industry practice prioritizing project completion, and trust-based commercial relationships. Burden of proof

Euro Holdings has failed to discharge its burden of proof on the balance of probabilities. The evidence presented falls well short of establishing conspiracy on the balance of probabilities. All allegedly suspicious circumstances have innocent explanations that are more probable than conspiracy. The evidence actually supports legitimate commercial activity rather than conspiracy. Euro Holdings' own witnesses either lacked personal knowledge or made admissions contradicting conspiracy allegations.

The failure of the conspiracy claim has important legal consequences. Failed conspiracy allegations cannot serve as a defence to legitimate commercial claims. Euro Holdings should bear the costs of pursuing unmeritorious conspiracy allegations. Courts must uphold commercial certainty by rejecting unfounded conspiracy theories. Dismissing unmeritorious conspiracy claims deters strategic litigation designed to avoid legitimate obligations.

For all the reasons set out above, I find that Euro Holdings has comprehensively failed to establish its conspiracy counterclaim. The allegations are factually unsubstantiated, with no credible evidence S/N XviwJWUOykmPsnwkPh0eQ supporting the alleged conspiracy. They are legally deficient, as the essential elements of conspiracy have not been proven. The allegations are commercially implausible, being inconsistent with commercial reality and project success. Base case, Damai Vista was a completed project. Further, they are contradicted by Euroland's settlement, which acknowledges legitimate liability and destroys the conspiracy theory. The allegations are undermined by defendant submissions, as the positions taken by Wong Kin Sing and Choong Yuen Keong demonstrate the absence of conspiracy.

As observed in Siva Kumar a/l Jeyapalan & Anor v Firwas Sdn Bhd [2024] MLJU 195, courts must staunchly refuse to enforce contracts or counterclaims that are founded on illegality or fraud, but equally, courts must not permit parties to escape legitimate commercial obligations through unsubstantiated allegations of conspiracy or fraud.

The conspiracy counterclaim is accordingly dismissed with costs. Euro Holdings must honor its legitimate commercial obligations under the corporate guarantees and cannot escape liability through unproven conspiracy allegations.

In the foregoing, it is my finding that Euro Holdings has failed to proof a case of conspiracy. As such I dismiss the Counterclaim with costs. S/N XviwJWUOykmPsnwkPh0eQ Dated the 16th day of November 2025 -Sgd- ……………………………………………………………………… AHMAD FAIRUZ BIN ZAINOL ABIDIN Judge Court of Appeal Counsel Datuk Hafarizam Harun and Norhazira Abu Haiyan for ADY & M South Messrs. Hafarizam Wan & Aisha Mubarak Hida Yazlin Mazlan for Euro Holdings Berhad Messrs. Shu Yin, Teh & Taing Tang Kim Choong & Mohammad Shafiee for Choong Yuen Keong@Tong Yun Keong & Tong Yun Mong Messrs. K C Tang & Co.