CKOO Collections Sdn Bhd v AR Asset Management (M) Sdn Bhd (WA-22NCC-217-04/2025)

The Plaintiff claims that it had entered into a collaboration with the Defendant on terms to secure funding for the Defendant, after the Defendant successfully bid to purchase a large portfolio of book debts, but had insufficient funds to complete the transaction.

The Defendant stopped making payments to the Plaintiff under that collaboration, and allegedly misapplied collection proceeds, in breach of contract and trust. The Defendant counterclaimed for a declaration that the Plaintiff is an illegal moneylender who is not entitled to any remedy. Background facts

The Plaintiff was incorporated on 22-2-2022 as a holding company, and the Defendant was incorporated on 5-4-2023 to carry on the activities of collection agencies. The principal individuals who represented the parties at the inception of their business S/N cRWt3yoheEaJ9gL2xmD0pA relationship were each, in some capacity, involved in debt collection services. They are: a) Suresh Rao, a former Director and majority shareholder of the Defendant, which was initially wholly owned by Akali Resources Sdn Bhd (“Akali”). Suresh was the principal of Akali, a debt collection agency; b) Russel Walter Boyd (“PW1”), the former director of the Plaintiff and a director of a debt collection company, Proclass & Partners Sdn Bhd. Proclass & Partners Sdn Bhd was, and remains, one of the shareholders of the Plaintiff; c) Kris Uttrappan (“PW2”), the current director and shareholder of the Plaintiff. His company developed Voltare, a debt collection and accounts receivables management system used by debt collection agencies, including Akali. He has known Suresh Rao for some time because Akali used Voltare.

Akali was providing debt collection services to AEON Credit Services (M) Berhad (“ACSM”). On 31-1-2024, the Defendant successfully bid for the purchase ACSM’s portfolio of NPLs comprising 40,313 accounts with customer debts totalling RM285,088,844.00 (“Book Debts”) for a purchase consideration of RM17,960,597.17.

The Defendant paid the 10% deposit amounting to RM1,796,050.72, but had not secured the necessary funding to pay the balance purchase consideration of RM16,164,537.45. In S/N cRWt3yoheEaJ9gL2xmD0pA early February 2024, PW1 introduced Areca Capital Sdn Bhd (“Areca”) to the Defendant for possible private equity funding with profit sharing. The Defendant declined terms proposed by Areca.

The Defendant then proceeded to enter into a Sale and Purchase Agreement (“SPA”) and Deed of Assignment (“DOA-1”) with ACSM, both dated 20-3-2024. Over a compressed period of approximately one week, funding arrangements among the Plaintiff, the Defendant, and Areca were negotiated and concluded.

The Plaintiff raised RM15 million in funds through Areca by issuing and offering 15,000,000 Redeemable Preference Shares (“RPS”) for subscription. Areca Strategic Income Fund II, a fund managed by Areca, executed a Subscription Agreement (“SA”) and Side Letter (“Side Letter”), both dated 27-3-2024.

Areca stood as the fund manager while RHB Trustees Berhad was issued the RPS as trustee for the fund. The RPS were redeemable in full within 3 years, and according to the Side Letter, dividend repayments were due quarterly to Areca on a step-up basis as follows:

The Plaintiff and Defendant executed a Deed of Assignment dated 29-3-2024 for the Defendant to assign the Book Debts to the S/N cRWt3yoheEaJ9gL2xmD0pA Plaintiff (“DOA-2”) and a Collaboration Agreement dated 18-4- 2024 to set out terms relating to, inter alia, meeting the funding servicing requirements under the SA and Side Letter from collection efforts by the Defendant (“CA”).

The Defendant managed to complete the SPA with ACSM using RM13.050 million in funds from Areca (i.e. RM15 million less RM1.5 million retained in an investment management account and RM450,000.00 in transaction fees paid to Areca), as well as loans that the Defendant said it had obtained from various other parties.

Upon completion of the SPA and per the terms of DOA-1, ACSM would have issued notices to its customers to effect the absolute legal assignment of the Book Debts to the Defendant, and the Defendant proceeded with collection efforts. ACSM also remitted to the Defendant collections derived from the Book Debts.

Over the period between 21-6-2024 and 31-12-2024, the Defendant paid a total sum of RM2,555,000.00 to the Plaintiff. The Plaintiff terminated the CA on 4-4-2025 after the Defendant stopped making payments, and after discovering that a) collections had been directed to unknown payees and b) the individuals that the Plaintiff had been dealing with in the Defendant had apparently exited the company. Analysis and findings

In this claim, the Plaintiff seeks to enforce rights under the CA and DOA-2. The factual premise of the alleged breaches was not S/N cRWt3yoheEaJ9gL2xmD0pA seriously disputed i.e. the Defendant stopped paying the Plaintiff under the CA and is treating Book Debts collections as its own.

The Defendant’s primary case is that the Plaintiff had in effect, raised money through Areca to lend the same to the Defendant at interest without a moneylender’s license, in breach of the Moneylenders Act 1951 (“MLA”). The Defendant also contends that the CA and DOA-2 lack formal validity as binding contracts. The CA was described as a non-binding memorandum of understanding, while the DOA-2 was said to be void for want of consideration.

Based on the undisputed facts and the claims of the parties, this Court has determined the key issues in this order: a) whether DOA-2 is valid to transfer rights and property; b) whether the CA is valid and enforceable as a contract; c) whether the Defendant has breached the CA; d) whether the Defendant is a trustee of the Book Debts; and e) what remedies are the parties entitled to. Validity of DOA-2 to transfer rights and property

DW1 contended for the Defendant, that DOA-2 came about from a superseded “original intention” of the Plaintiff and Defendant for the Plaintiff to purchase the Book Debts from the Defendant, and that is why clause 5 in the body of DOA-2 reads: S/N cRWt3yoheEaJ9gL2xmD0pA

According to the Defendant, there was ultimately no sale and purchase of the Book Debts because ACSM did not consent to it. The Defendant therefore argued that DOA-2 is of no effect since there was no consideration as envisaged in clause 5 above.

As far as this Court could discern, the factual basis for the Defendant’s case theory is that as at 27-3-2024, the “original intention” of the parties was as follows i.e.: a) the Defendant would sell the Book Debts to the Plaintiff for a “price” and execute an assignment as part of that transaction; b) the “collaboration agreement” referred to in the Recital of DOA-2 was a different document to the CA.

On the other hand, PW1 testified for the Plaintiff and took the position that there was no such “original intention” and therefore, no sale and purchase agreement or alternative version of the CA ever existed. The Plaintiff referred instead to clause 2 of DOA-2 on the true intent of DOA-2 i.e. S/N cRWt3yoheEaJ9gL2xmD0pA

Considering the two conflicting positions, this Court tested them against the contemporaneous documentary evidence to determine which version was more probable (Tindok Besar Estate Sdn Bhd v Tinjar Co [1979] CLJU 119).

As between the Plaintiff and Defendant, no copy of a sale and purchase agreement or any other version of a collaboration agreement were ever produced at the trial. Based on the WhatsApp communications sighted, the only references to a deed of assignment and collaboration agreement first appeared on 27- 3-2024.

From the WhatsApp communications, a deed of assignment was prepared by PW1, apparently in a rush and without the assistance of lawyers. PW1 and Suresh Rao executed it on behalf of the Plaintiff and Defendant on 29-3-2024: S/N cRWt3yoheEaJ9gL2xmD0pA

On the evidence reviewed, this Court could find no evidence of any “original intention” involving a sale and purchase of Book Debts as between the Plaintiff and Defendant or a different version of the CA. There was no reference to the alleged “original intention” before or after 27-3-2024.

This Court also sighted the letter from the Defendant to ACSM on 27-3-2024 requesting a change in the remittance procedure to remit ACSM’s collections from the Book Debts to the Plaintiff’s bank account (“Notification of Assignment”). The Defendant suggested that ACSM objected to this, and this prompted the change in the transaction between the parties from a sale and purchase to a loan.

However, the Defendant acknowledged in the Notification of Assignment that: “we have assigned our rights to the NPL Portfolios to CKOO COLLECTIONS SDN BHD via a Deed of Assignment dated 27 March 2024” S/N cRWt3yoheEaJ9gL2xmD0pA There is also no other deed of assignment dated 27-3-2024 adduced at the trial.

For context, the only request made by the Defendant in the Notification of Assignment was for the change of procedure for the remittance of collections received by ACSM on the Book Debts directly to the Plaintiff. There was no evidence that ACSM objected to the assignment of the Book Debts to the Plaintiff, nor indeed, was there any basis in law for ACSM to object after it had relinquished all legal and beneficial rights to the Book Debts via

Accordingly, the Defendant’s suggestion that the Notification of Assignment on 27-3-2024 had prompted a change of the “original intention” and accompanying documentation to the existing signed versions of DOA-2 and the CA was unsubstantiated.

Considering the declaration of intent in clause 2 of DOA-2 for the absolute assignment of the Book Debts from the Defendant to the Plaintiff, this Court also finds it entirely believable that Areca would have wanted DOA-2 signed before it released any money to the Plaintiff.

The sequence of events between 27-3-2024 and 29-3-2024 when the balance consideration under the SPA fell due explained the frantic rush by all parties concerned that DOA-2 be signed so that Areca would release the funds. S/N cRWt3yoheEaJ9gL2xmD0pA

PW-2 explained that the only reason why clause 5.1 of DOA-2 reads as it does, is that he had used a word copy of DOA-1 between ACSM and Defendant, and modified it to create a similarly worded DOA-2 for the transaction between the Plaintiff and Defendant. A comparison of the form of DOA-1 supports the plausibility of this explanation.

In the light of the compressed timeline in which the documents were generated for execution on 27-3-2024, this Court accepts the evidence of PW1 that the dates of DOA-2 and the contemplated CA were erroneously indicated and the edit job to modify DOA-1 was poorly done.

In other words, it is more probable than not, that the true intention of the parties, as the Plaintiff failed to correctly express in clause 5 of DOA-2, was for the absolute assignment of the Book Debts by the Defendant to the Plaintiff, as better reflected in clause 2 of

On the totality of the evidence, the Defendant’s argument that DOA-2 is void for want of consideration appears to be an afterthought.

This Court also finds that DOA-2 is not void for lack of consideration as the consideration for the absolute assignment is quite evidently the promise of the CA. As PW-2 explained and this Court accepts his evidence to be credible, the deal had already been structured and agreed, although the CA was only signed and dated 18-4- S/N cRWt3yoheEaJ9gL2xmD0pA

Consideration was executory on 29-3-2024 and fulfilled on 18-4-2024.

For completeness, the Defendant also pleaded in respect of DOA- 2 that it is not an absolute assignment, but one purporting to be by way of charge only, as security for the “loan.”

Whether or not an assignment is absolute is ultimately an issue of construction and in the case of Hipparion (M) Sdn Bhd v Chung Khiaw Bank Ltd [1989] 2 CLJ 101, the use of the words “absolutely assigns” demonstrates that the instrument was intended by the parties to be an absolute assignment and not by way of charge only.

In this case, the property assigned are choses in action and under section 4(3) of the Civil Law Act 1956, the conditions for an absolute legal assignment includes an express written notice of the assignment to the obligor (i.e. the debtors of the Book Debts) (UMW Industries (1985) Sdn Bhd v Ah Fook [1996] 1 CLJ 379).

As there is no evidence of such notices having been issued, there is in effect, only an absolute equitable assignment of the Book Debts. However, this only impairs the Plaintiff’s ability to collect on the Book Debts without the Defendant’s cooperation. Validity and enforceability of the Collaboration Agreement

The Defendant pleaded that the CA was only a memorandum of understanding between the parties and not a binding contract. In S/N cRWt3yoheEaJ9gL2xmD0pA law, it is suggested that there was no intention to create legal relations. Counsel for the Defendant did not put this case to the Plaintiff’s witnesses or fully ventilate the point in post-trial submissions.

In any case, this Court notes that the CA was expressed to be binding:

Evidentially, the Defendant had executed DOA-2. By its Notification of Assignment dated 27-3-2024 to ACSM, the Defendant had also acknowledged that it had assigned its rights to the Book Debts to Plaintiff via DOA-2 Deed of Assignment dated (sic) 27 March 2024.

Further, the contemporaneous WhatsApp communications between representatives of the Defendant (Suresh, Suman Raju (“DW1”) and Marimuthu a/l Maniam) and of the Plaintiff (Russel Boyd and Kris Uttraphan) in the WhatsApp chat group “ACSM Debt S/N cRWt3yoheEaJ9gL2xmD0pA Purchasing” and between Russel Boyd and Marimuthu a/l Maniam revealed the following: a) the parties (and Areca) conducted monthly performance review meetings and the Defendant shared collections reports (monthly July-December 2024) with the Plaintiff; b) the Defendant gave express acknowledgments through Marimuthu a/l Maniam of its responsibility to make monthly payments to enable the Plaintiff to meet the funding servicing requirements of Areca; and c) the Defendant did in fact make monthly payments of RM375,000.00 to the Plaintiff as “return on investment” for a period of about 5 months.

The aforesaid conduct of the parties was consistent with part-performance of the following salient terms of the CA: Clause 3: Consideration and investment structure Party B [Defendant] shall assign the Book Debts to Party A [Plaintiff], who shall use the Book Debt Portfolio to raise MYR 15 million in funding, of which 10% will be used as a sinking fund to offset future investor servicing requirements and MYR 450 thousand will be used to pay costs of this transaction. Party B agrees that all funds received from collection efforts of the Book Debts portfolio shall first go to satisfying the funding requirement imposed on Party A by its investor (subject to the collection costs S/N cRWt3yoheEaJ9gL2xmD0pA incurred and agreed between the parties) as outlined in the Subscription Agreement dated 27th of March 2024 between Party A and Areca Strategic Income Fund 11, “Subscription Agreement.” Clause 5: Responsibilities of Party A (Plaintiff) Party A shall: - Secure MYR 15 million of funding in order to effect the purchase of the Book Debts from AEON Credit Service (M) Berhad - Appoint Party B to carry out the operational responsibility of collecting the Book Debts, subject to satisfactory performance. For the sake of clarity, Party A reserves the right to appoint and engage with other debt collection agents to maximize the collection efforts of the Book Debts Clause 6: Responsibilities of Party B (Defendant) Party B shall ensure that: - It shall, through its collection efforts regarding the Book Debts and any other means as required, generate sufficient cash flows to meet the funding servicing requirements as defined in Subscription Agreement. For the sake of clarity this will include the payment of a quarterly dividend calculated at 10% p.a., 13% p.a. and 17% p.a. of the funding quantum outstanding, for the first three years respectively following on from the date of signing of this CA as well as obligations regarding redemption of equity funding instrument issued by Party A to Areca Strategic Fund 11. S/N cRWt3yoheEaJ9gL2xmD0pA

Thus, on reviewing the terms of the CA and the conduct of the parties that acknowledged and part-performed the CA according to its terms, this Court finds no support for the contention by the Defendant that the CA is a non-binding memorandum of understanding.

As noted however, the main plank of the Defendant’s case is that the CA is a moneylending transaction and the Plaintiff is not a licensed moneylender. The Defendant argues that the provisions of the MLA are engaged, in particular: Section 5(1) “No person shall carry on or advertise or announce himself or hold himself out in any way as carrying on the business of moneylending unless he is licensed under this Act.” Section 15 “No moneylending agreement in respect of money lent after the coming into force of this Act by an unlicensed moneylender shall be enforceable.”

According to the Defendant, the Plaintiff’s only role under the CA is the provision of a loan at interest as the Defendant must pay the equivalent of 10% p.a., 13% p.a. and 17% p.a. of RM15 million in the first three years of the CA on top of the RM15 million redemption sum for the RPS.

The Defendant further argued that the use of the term “dividends” in the CA was a cloak for what is in reality an interest element in a moneylending transaction, and this is proved by the fact that there S/N cRWt3yoheEaJ9gL2xmD0pA is no reason for the Defendant to pay “dividends” to the Plaintiff who is not a shareholder of the Defendant.

This Court is of the view the term “dividends” in clause 6 of the CA was clearly a reference to the funding servicing requirements of Areca under the SA and Side Letter. It was a deliberate reference to the same terms found in the Side Letter, as a measure of the amount payable by the Defendant within 3 years under the CA. Read in context, it was not a false or misleading description of the amount payable.

In any case, “interest” is defined in the MLA as follows: “interest” does not include any sum lawfully charged in accordance with this Act by a moneylender for or on account of stamp duties, fees payable by law and legal costs but, save as aforesaid, includes any amount by whatsoever name called in excess of the principal paid or payable to a moneylender in consideration of or otherwise in respect of a loan. [Emphasis added] Interest describes any amount by whatever name called, in excess of the principal payable to a moneylender in respect of a loan.

This Court finds it unnecessary to split hairs and enter into circuitous arguments to determine if there had been a “loan at interest” under the CA in this case. “Loan” is not defined in the MLA, but the core dictionary meaning of a loan of money is the delivery S/N cRWt3yoheEaJ9gL2xmD0pA of that money by one party to another on terms that it must be repaid. Section 10OA of the MLA provides: “Where, in any proceeding against any person, it is alleged that such person is a moneylender, the proof of a single loan at interest made by such person shall raise a presumption that such person is carrying on the business of moneylending, until the contrary is proved.”

Here, the Defendant has alleged that the Plaintiff is a moneylender, and there is proof of a single loan at interest made by the Plaintiff to the Defendant. Thus, regardless of intention and whether the money loaned was the Plaintiff’s or procured through a third party, there appears to be a “loan at interest”, and the presumption applies (Triple Zest Trading & Suppliers & Ors v Applied Business Technologies Sdn Bhd [2023] 6 MLJ 818).

The onus is therefore on the Plaintiff to rebut the presumption and prove that it is not a “moneylender,” it is not carrying on the business of “moneylending,” and the CA is not a “moneylending agreement,” based on the definitions of these terms in section 2 of the MLA: “moneylender” means any person who carries on or advertises or announces himself or holds himself out in any way as carrying on the business of moneylending, whether or not he carries on any other business. “moneylending” means the lending of money at interest, with or without security, by a moneylender to a borrower. S/N cRWt3yoheEaJ9gL2xmD0pA “moneylending agreement” means an agreement made in writing between a moneylender and a borrower for the repayment, in lump sum or instalments, of money borrowed by the borrower from the moneylender.

Based on the terms of the CA, the Plaintiff’s role in the collaboration with the Defendant was twofold. It was (i) to secure funding to facilitate completion of the SPA, so that the Defendant could then assign the Book Debts to the Plaintiff and (ii) to appoint the Defendant to carry out the operational responsibility of collecting on the Book Debts.

Although the essential role of the Plaintiff was to secure funding, the obligation to repay the Plaintiff was merely structured to meet the funding servicing obligations of the Plaintiff to the investor on a back-to-back basis. The Plaintiff’s true bargain was to have ownership of the Book Debts via DOA-2 in exchange for undertaking liabilities under the SA and Side Letter to Areca. This was the condition of the Plaintiff’s participation.

Thus, the Plaintiff’s participation in the CA was not as a moneylender, but as a collaborator who stepped in to salvage the SPA with ACSM, which was at risk of termination, take over ownership of the Book Debts from the Defendant and bear the direct risk of liability to Areca under the SA and Side Letter.

The Defendant also sought to argue at the submissions stage that the unpleaded case that the SA and Side Letter were sham S/N cRWt3yoheEaJ9gL2xmD0pA documents. This submission was premised, inter alia, on the following propositions:

(a) that the dividends originated from the Defendant and were unrelated to any profits of the Plaintiff; and

(b) Areca did not fund the Defendant directly on the same terms because it would be tantamount to illegal moneylending by a regulated entity.

It clearly offends the rule on pleadings to make unpleaded arguments in submissions. However, evidence adduced during the hearing can overcome the defects in pleadings as long as the other party is not taken by surprise, especially if the evidence was given without any objection by the other party.

In this case, the impugned propositions were put to PW2, but not to the witness from Areca, Edward Iskandar bin Toh Abdullah of Areca (“PW3”). PW2 denied the propositions and the evidence of PW3 is that it had invested in the Plaintiff, as the records show.

In this Court’s view, the unpleaded case that the SA and Side Letter are sham documents may not be considered. As explained by the Federal Court in Ang Koon Kau & Anor v. Lau Piang Ngong [1984] 2 CLJ Rep 137: “Evidence given at the trial can therefore in appropriate circumstances overcome defects in the pleadings where the S/N cRWt3yoheEaJ9gL2xmD0pA net result of such evidence is to prevent the other side from being taken by surprise. There is however, at least one important exception to such curing of defect of pleading by evidence departing from such pleading without objection then and there to such evidence. The exception is when such evidence represents a radical departure from the pleading, and is not just a variation, modification or development of what has been alleged in the pleading in question.”

The Defendant’s pleaded case only attacks the legality of the lending from Plaintiff to the Defendant, but not the legality of the source of the Plaintiff’s funding. The latter represents a radical departure from the pleading, as it was never suggested that Areca and the Plaintiff were complicit in anything unlawful. It was entirely plausible that the Plaintiff expected to profit on a back-to-back basis to pay the dividends to Areca, as the documents suggest.

Going back to the question of whether the Plaintiff is a moneylender, Toe Hong Choo v Piong Choong Fah [2024] MLJU 2405 is instructive in setting out the types of evidence relevant to rebut the presumption under section 10OA of the MLA. This may include an existing relationship between the parties, absence of any system or continuity in moneylending transactions, no advertisement and interest charged is not exorbitant. S/N cRWt3yoheEaJ9gL2xmD0pA

Considering the above factors against the fact pattern established in this case, this Court finds that the Plaintiff has satisfactorily proved that it was not carrying on the business of a moneylender: a) The CA was a one-off transaction to capitalise on the existing relationships between the principals of the Plaintiff and Defendant to collaborate on the ACSM Book Debts. As noted, they were in the debt collection business, and the Plaintiff was recently incorporated and used for this purpose; b) The Plaintiff had to raise funds from Areca and undertake significant risks, and made no net gain from the Areca funding arrangement; and c) The return on investment that the parties had to meet as a price for Areca’s funding was not completely out of the bounds of commercial logic, considering the nature of the asset and the unchallenged evidence on the initial representations made by Suresh Rao to the Plaintiffs on the expected collections on the Book Debts.

On the last point, the Defendant argued that the CA set up an exorbitant interest and unconscionable terms, the net effect of which is more onerous on the Defendant than borrowing from an Ah Long because of the position that the Defendant is ultimately left in i.e. having to pay RM19,335,000.00 within 3 years for Book Debts it does not own. S/N cRWt3yoheEaJ9gL2xmD0pA

In assigning the Book Debts to the Plaintiff, this Court also noted that no provisions were made to account for the differential sum of RM4.91 million that the Defendant had paid to ACSM out of its own funding arrangements. The Defendant’s only economic benefit from the transaction is the opportunity to earn the agreed-upon “collection cost.”

The invoices of collection agents produced at the trial and the evidence of the Plaintiff suggest that “collection costs” refer to “commissions” of between 20%-30% of collections. In respect of the Book Debts, a single invoice dated 29-11-2024 was issued to the Plaintiff from Akali with the following “commission” structure: There was also unchallenged evidence on the initial representations made by Suresh Rao to the Plaintiffs on the above being part of the proposed terms of collaboration, and no evidence to explain why else Akali would have invoiced the Plaintiff.

Finally, the Defendant referred to the fact that the Plaintiff had offered to lend RM3 million to the Defendant with a 24% annual interest to assist the Defendant in paying off its other debts. This Court was not persuaded that this proved that the Plaintiff was carrying on a moneylending business. The parties were then S/N cRWt3yoheEaJ9gL2xmD0pA already in a collaborative relationship, and the Plaintiff was clearly incentivised to assist the Defendant so that it could meet its back-to-back obligations to Areca. Further, the transaction did not proceed as PW1 testified; he only then became aware of potential MLA issues.

As a further observation, the fact that the Defendant had sought a friendly loan from the Plaintiff to cover its debt obligations to other parties proved that the Defendant understood the Book Debt collections were not free money for its own use.

Ultimately, this Court was not satisfied on a balance of probabilities that the fact pattern in this case fits the Defence case. The Plaintiff was not a moneylender carrying on a moneylending business, and pertinently, the Defendant never did actually put those propositions directly to PW1 or PW2 in cross-examination. Breach of the Collaboration Agreement

Having established that the CA is valid and binding, the Defendant breached clause 6 of the CA and is liable for damages. Breach of trust in relation to collection proceeds

There is no dispute that the Defendant has retained the Book Debts and less the RM2,555,000.00 paid over, it has also retained all proceeds of collections to date. There is also no dispute that the Defendant had diverted monies collected from the Book Debts to S/N cRWt3yoheEaJ9gL2xmD0pA unrelated third parties (e.g., Diesolex Petroleum, Paksi Omega, and Rajakumar), which the Defendant claims to be its creditors.

Having established that the DOA-2 is an instrument that validly assigned equitable ownership the Book Debts to the Plaintiff, and that the only reason why the Defendant is in possession of the same with the ability of the collect on the Book Debts is the promised collaboration under the CA, the Defendant is a constructive trustee of the Book Debts and all of its proceeds. Conclusions

For the reasons set out above, this Court finds in favour of the Plaintiff and dismiss the Counterclaim. The Plaintiff is entitled to the orders prayed for, with the following modifications: