Arco Corporate Advisory Sdn Bhd v Ppfb Sdn Bhd (BA-22NCvC-463-11/2024)

PPFB SDN BHD [REGISTRATION NO. :201801045800 (1307832-W)]

PPFB RETAIL SDN BHD [REGISTRATION NO. 202001025157 (1381477-K)]

SYED MUHAMMAD ADAM BIN SYED ZAINAL ABIDIN

MUHAMMAD AMIESH BIN MOHD REMMY

ZHAFRI BIN ZULKIFLI (NRIC NO. : 870412-56-5665) 30/01/2026 16:11:45 BA-22NCvC-463-11/2024 Kand. 67 S/N rsESAT1a7ki2FszIaqqDw

MUHAMMAD SAIFULLAH BIN NOR AZMI

MUHAMMAD SHARAWY BIN MOHAMMAD IQBAL

MOHAMMAD FAIZ BIN MOHAMMAD IDRIS

MUHAMMAD ALIF BIN MOHD SATAR (NRIC NO. : 900919-14-6317) …DEFENDANTS

These are three applications by the Defendants to strike out the Plaintiff’s writ and statement of claim pursuant to Order 18, Rule 19 of the Rules of Court 2012.

Having considered the pleadings, the affidavits filed, and the written and oral submissions of all parties, I allowed all three applications, therefore the Plaintiff’s action is struck out in its entirety as against the 3rd, 5th and 9th Defendants. S/N rsESAT1a7ki2FszIaqqDw

The Plaintiff is ARCO Corporate Advisory Sdn Bhd. The Plaintiff carries on business as a corporate advisory and consultancy company.

The 1st Defendant is PPFB Sdn Bhd. At all material times, the 1st Defendant is a private limited company and is the company against which the Plaintiff’s substantive claims are directed. The 2nd Defendant is PPFB Retail Sdn Bhd, a related company.

The 3rd to the 9th Defendants are directors and or officers of the 1st Defendant. They are sued in their respective capacities as members of the management and or board of the 1st Defendant during the material period pleaded by the Plaintiff.

The Plaintiff’s claim arises out of the Plaintiff’s alleged dealings with the 1st Defendant and its management, and the acts and decisions said to have been taken by the Defendants in the course of the 1st Defendant’s affairs.

The three striking out applications were filed separately by different Defendants. The 9th Defendant filed its application to strike out under Enclosure 12. The 5th Defendant in Enclosure 27 and the 3rd Defendant in Enclosure 29. All three applications were heard together as they raised overlapping issues of law. S/N rsESAT1a7ki2FszIaqqDw

The grounds relied upon by the respective Defendants are as follows. Common grounds relied upon by the Defendants

The Plaintiff’s statement of claim discloses no reasonable cause of action against the respective Defendants.

The Plaintiff has failed to plead material facts with sufficient particularity to sustain the causes of action alleged, rendering the claim legally unsustainable even if the pleaded facts are assumed to be true.

The Plaintiff’s claim against the individual Defendants is premised solely on their positions as directors or officers of the company, without any pleaded facts showing personal liability, independent wrongdoing, or circumstances justifying lifting the corporate veil.

The pleaded claims are scandalous, frivolous, or vexatious in that they are speculative, bare assertions unsupported by material facts, and have no real prospect of success.

The pleadings are embarrassing and prejudicial to a fair trial, as they conflate corporate liability with personal liability and fail to clearly identify the role, conduct, or decision attributable to each Defendant. S/N rsESAT1a7ki2FszIaqqDw

The action constitutes an abuse of the court’s process, as the Plaintiff is using the court process to pursue claims that are contractually or legally confined to the company but are instead improperly extended to the individual Defendants. Specific emphasis by individual Defendants

The 9th Defendant contends that there are no pleaded facts linking him to any actionable wrongdoing, and that the claim against him is plainly unsustainable and should be struck out in limine.

The 5th Defendant asserts that the Plaintiff’s claim is defective as it fails to establish any duty owed personally by him to the Plaintiff, and that the pleadings amount to an impermissible attempt to impose personal liability for corporate acts.

The 3rd Defendant submits that the Plaintiff’s case is fundamentally flawed in law and fact, as the pleadings do not disclose any recognisable cause of action against him and are incapable of being cured by amendment. The Law on Striking Out

The principles governing an application to strike out under Order 18, Rule 19 of the Rules of Court 2012 are well settled. S/N rsESAT1a7ki2FszIaqqDw The power to strike out is a summary and drastic power, and it should only be exercised in plain and obvious cases. An action should only be struck out where it is clearly unsustainable, either in law or on the facts as pleaded.

The court must assume that the pleaded facts are true and consider whether, on those facts, the claim discloses a reasonable cause of action or is otherwise frivolous, vexatious, prejudicial to a fair trial, or an abuse of the court’s process. Where the defect is one of law, or where the pleadings fail to disclose the essential ingredients of a cause of action, the court is entitled to strike out the claim without the matter proceeding to trial.

These principles are authoritatively stated in Bandar Builder Sdn Bhd v United Malayan Banking Corporation Bhd [1993] 4 CLJ 7 and reaffirmed by the Federal Court in Tan Wei Hong (a minor suing through his guardian ad litem) v Malaysia Airlines Berhad [2018] 9 CLJ 425 (Federal Court). At the same time, the court must be cautious not to strike out a claim where there are genuine issues of fact requiring viva voce evidence, as explained in Sivarasa Rasiah v Che Hamzah Che Ismail [2012] 1 CLJ 75 (Court of Appeal).

With these principles in mind, I turn to consider the three applications before me. S/N rsESAT1a7ki2FszIaqqDw

I deal with all three applications together, as they raise overlapping legal issues and are directed at the same pleadings.

At the outset, I remind myself that in a striking out application, the court assumes the pleaded facts to be true. The task of the court is not to evaluate evidence or decide disputed facts, but to determine whether, even if the facts pleaded are accepted at face value, the claim is legally sustainable. The court is also entitled to strike out a claim where the pleadings fail to disclose the essential elements of a cause of action, or where the action amounts to an abuse of process. Lack of reasonable cause of action against the individual Defendants

A central ground relied upon by all three Defendants is that the statement of claim discloses no reasonable cause of action against the 3rd, 5th and 9th Defendants in their personal capacities.

Having carefully examined the statement of claim, I agree with this submission. The Plaintiff’s pleaded case is, in substance, a dispute arising from its alleged dealings with the 1st Defendant. The factual allegations concern the company’s conduct, decisions, or obligations. There are no material facts pleaded to show that the 3rd, 5th and 9th Defendants assumed any personal S/N rsESAT1a7ki2FszIaqqDw duty towards the Plaintiff, acted outside their corporate roles, or committed any independent wrongful act that would attract personal liability.

It is trite that a director or officer of a company is not personally liable for the acts of the company merely by reason of his position. I accept the Defendants’ submission on this point. It is a settled principle of company law that a company is a separate legal entity from its directors and officers, and a director or officer is not personally liable for the acts or obligations of the company merely by reason of holding that position. This principle traces back to Salomon v A Salomon & Co Ltd [1897] AC 22 (House of Lords) and has been consistently reaffirmed in Malaysian jurisprudence, including by the Federal Court in Ong Leong Chiou & Anor v Keller (M) Sdn Bhd & Ors [2021] 4 CLJ 821 (Federal Court). Personal liability on the part of a director only arises in recognised and limited circumstances, such as where there is a proper basis to lift the corporate veil or where the director has independently assumed personal responsibility. In the absence of pleaded facts bringing the case within those exceptions, the Plaintiff’s attempt to fix the individual Defendants with personal liability cannot be sustained.

To sustain a claim against an individual director, the Plaintiff must plead specific facts showing personal involvement, personal assumption of responsibility, or circumstances justifying personal liability. Bare assertions that a person is a S/N rsESAT1a7ki2FszIaqqDw director, without more, do not disclose a reasonable cause of action.

On this ground alone, the claims against the 3rd, 5th, and 9th Defendants are plainly and obviously unsustainable. Failure to plead material facts with sufficient particularity

The Defendants further submit that the statement of claim is defective as it fails to plead material facts with sufficient particularity, especially in relation to the role and conduct of each Defendant.

I accept this submission. The pleadings make general allegations against the “Defendants” collectively, without distinguishing which Defendant did what, when, and how. This approach violates basic pleading rules. A defendant is entitled to know the case he has to meet. Where multiple defendants are sued, the Plaintiff must clearly identify the specific acts or omissions attributed to each Defendant.

The absence of such material particulars renders the pleadings embarrassing and prejudicial to a fair trial. It would be unjust to require the Defendants to proceed to trial on vague and undifferentiated allegations. S/N rsESAT1a7ki2FszIaqqDw

On this issue, the following authorities were relied upon.

Brilliant Team Management Sdn. Bhd. v South East Pahang Oil Palm Sdn. Bhd. & Ors [2007] 1 MLJ 536. The 5th Defendant cited this case. The court held that where a plaintiff seeks to fix personal liability on directors, the statement of claim must plead clear and specific facts showing how the directors are personally liable. General allegations made against directors merely because they hold office are insufficient and disclose no reasonable cause of action.

Ong Leong Chiou & Anor v Keller (M) Sdn Bhd [2021] 4 CLJ 821 (FC).This authority was relied on by both the 3rd and 5th Defendants. While primarily dealing with corporate veil principles, the Federal Court emphasised that allegations against directors must be properly pleaded, with material facts that bring the case within recognised exceptions. Bare assertions or broad allegations unsupported by pleaded particulars are legally unsustainable.

Bandar Builder Sdn Bhd v UMBC Bhd (supra). Although often cited for the striking out test, it was also relied upon to support the principle that pleadings must disclose material facts constituting the cause of action. A failure to plead essential facts, even if evidence may later be available, renders the claim liable to be struck out. S/N rsESAT1a7ki2FszIaqqDw

Gilbert Engineering Co Inc v Zainuddin bin Ahmad & Ors [2001] MLJU 568. Cited in the 5th Defendant’s bundle of authorities. The court struck out the claim against directors because the statement of claim did not plead any agreement or conduct rendering the directors personally liable. The absence of pleaded particulars was fatal.

Accordingly, it is supported by authority cited by the Defendants that a statement of claim which fails to plead material facts with sufficient particularity, especially as to the role and conduct of each individual Defendant, is defective and liable to be struck out. Improper attempt to impose personal liability for corporate acts

Another common theme in the Defendants’ submissions is that the Plaintiff is attempting to impose personal liability on individual Defendants for what are, at their highest, corporate acts or contractual disputes involving the company.

On a fair reading of the pleadings, I find this criticism to be well-founded. The Plaintiff has not pleaded any basis for lifting the corporate veil. There is no allegation of fraud, sham, or misuse of the corporate structure supported by material facts. In the absence of such pleadings, the law does not permit the Plaintiff to bypass the company’s separate legal personality and proceed directly against its directors. S/N rsESAT1a7ki2FszIaqqDw

This reinforces the conclusion that the claims against the individual Defendants are legally unsustainable. Abuse of the process of the court

The Defendants also contend that the action, insofar as it is pursued against them personally, constitutes an abuse of the court’s process.

I agree. The Plaintiff’s claim, properly analysed, lies against the company, if at all. The inclusion of individual Defendants without a pleaded legal basis appears to be an attempt to widen the dispute and exert pressure, rather than to vindicate a legally recognisable right. Such use of the court’s process falls within the scope of Order 18 rule 19(1)(d), as explained in Tan Wei Hong and other authorities. Whether the defects can be cured by amendment

I have also considered whether the defects identified are merely technical and capable of being cured by amendment. I am satisfied that they are not. The absence of any pleaded factual foundation to support personal liability is a substantive defect, not a matter of form. As explained in Bandar Builder and reaffirmed by the Federal Court in Tan Wei Hong, a claim which is plainly unsustainable on the face of the pleadings should not be allowed to proceed on the speculative hope that a cause of action may later emerge. In such circumstances, an S/N rsESAT1a7ki2FszIaqqDw amendment cannot cure the deficiency, and striking out is justified.

Applying the settled principles to the pleadings before me, I am satisfied that the claims against the 3rd Defendant, the 5th Defendant and the 9th Defendant are plainly and obviously unsustainable. They disclose no reasonable cause of action, are embarrassing and prejudicial to a fair trial, and amount to an abuse of the court’s process.

Accordingly, all three applications are allowed, and the Plaintiff’s action is struck out under Order 18 Rule 19 of the Rules of Court 2012 as against the 3rd, 5th and 9th Defendants, with costs of RM5000 to each Defendant, subject to the allocator. Dated this: 29th January 2026 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR S/N rsESAT1a7ki2FszIaqqDw For the Plaintiff : Harpreet Kaur Messrs Azizul Syamil & Co. For the 1st, 2nd, 4th, 6th, 7th & 8th Defendants : Dhruvi Patel together with Ahmad Amin Musyrif bin Ramli and Irfan Rosli Messrs Zul Rafique & Partners For the 3rd Defendant : S. Murali together with Lai Chun Sheng Messrs Murali Sangaran For the 5th Defendant : Shami Nawawi Messrs Azwad Ihsan & Co. Fort the 9th Defendant : Kimberly The Zhe Wei together with Nur Athirah Asnizar Messrs Thomas Philip S/N rsESAT1a7ki2FszIaqqDw