D2D Bizhub Sdn. Bhd. v Alpha Fintech Sdn. Bhd. (WA-22NCC-641-09/2024)

ALPHA FINTECH SDN. BHD. (Company No: 202001002827

KOH CHEE SIONG (NRIC No: 840621-04-5247) ... DEFENDANTS (IN THE ORIGINAL CLAIM)

ALPHA FINTECH SDN. BHD. [Company No: 202001002827 (1359146-P)]

KOH CHEE SIONG (NRIC No: 840621-04-5247) ...PLAINTIFFS

D2D BIZHUB SDN. BHD. [Company No: 201801026349 (1288370-P)]

TEOH WENG BOON (NRIC No: 810704-08-5175) [Trading as sole proprietor under the name and style "GEFORCE HARDWARE WHOLESALE" (Business Registration No: 202103290059/JR0127236-K)]

JACK LEE KIM CHUAN (NRIC No: 860831-35-5727) [Trading as sole proprietor under the name and style "GOLDEN EMPIRE MANAGEMENT" (Business Registration No: 201603140271/002538520-M)] ...DEFENDANTS (IN THE COUNTERCLAIM) GROUNDS OF JUDGMENT (Enclosure 35) Introduction [1] Before the court is the application by the Second Defendant in Counterclaim, Teoh Weng Boon (“the Applicant”), pursuant to Order 18 Rule 19(1)(a), (b), (c) and (d) of the Rules of Court 2012 (“ROC 2012”) and Order 92 Rule 4 of the ROC 2012 to strike out the counterclaim filed by the Plaintiffs in Counterclaim, Alpha Fintech Sdn. Bhd. and Koh Chee Siong (“the Respondents”), against him. The application is made under Enclosure 35. [2] The Applicant seeks an order that the counterclaim against him be struck out on the grounds that it discloses no reasonable cause of action, is scandalous, frivolous or vexatious, may prejudice, embarrass or delay the fair trial of the action, and is otherwise an abuse of the process of the court. [3] This application was heard together with Enclosure 33, which is the application by the First Defendant in Counterclaim, D2D Bizhub Sdn. Bhd., to strike out the counterclaim against it on similar grounds. Having considered the materials before me, including the affidavits, written submissions, and authorities cited by the parties, I allowed both applications. These grounds of judgment deal specifically with the application in Enclosure 35 concerning the Applicant, Teoh Weng Boon. Background Facts [4] The Plaintiff in the original claim, D2D Bizhub Sdn. Bhd. (“D2D Bizhub”), is a company incorporated in Malaysia. The First Defendant in the original claim, Alpha Fintech Sdn. Bhd. (“Alpha Fintech”), is also a company incorporated in Malaysia. The Second Defendant in the original claim, Koh Chee Siong (“Koh”), is a Malaysian citizen. He is a director of Alpha Fintech. [5] The Applicant, Teoh Weng Boon, is a Malaysian citizen and conducts business as a sole proprietor under the name and style “Geforce Hardware Wholesale.” The Third Defendant in Counterclaim, Jack Lee Kim Chuan (“Jack Lee”), conducts business as a sole proprietor under the name and style “Golden Empire Management.” [6] Between May 2023 and July 2023, according to D2D Bizhub’s pleadings, it extended a friendly loan amounting to RM1,250,000.00 to Alpha Fintech. On 11.12.2023, a Settlement Agreement (“the Settlement Agreement”) was executed between D2D Bizhub and Alpha Fintech. Under the Settlement Agreement, Alpha Fintech acknowledged receipt of the friendly loan of RM1,250,000.00 from D2D Bizhub and agreed to repay the amount in four monthly instalments from 15.12.2023 to 15.4.2024. The first three instalments were to be RM300,000.00 each, with the final instalment being RM350,000.00. [7] The Settlement Agreement provided that if Alpha Fintech failed to pay any instalment, it would be liable to pay late payment compensation at the rate of 18% per annum on the loan amount from the date the instalment was due until full settlement of the loan. A Letter of Guarantee dated 11.12.2023 was signed by Koh as guarantor, whereby he agreed to indemnify D2D Bizhub for any losses arising from Alpha Fintech’s failure to perform its obligations under the Settlement Agreement. [8] Alpha Fintech failed to make payment of the first instalment due on 15.12.2023. On 21.1.2024 and 29.1.2024, D2D Bizhub’s solicitors issued letters of demand to Alpha Fintech and Koh respectively for payment of the sum of RM1,250,000.00. Subsequently, D2D Bizhub filed a legal action against Alpha Fintech and Koh (the Respondents in this application) via Civil Suit No. WA-22NCC-98-02/2024 in the Kuala Lumpur High Court. [9] Following correspondence between solicitors, the parties reached a further settlement. Through an exchange of letters dated 19.4.2024 from D2D Bizhub’s solicitors and 30.4.2024 from the Defendants’ solicitors, a second settlement was reached. Under this settlement, Alpha Fintech and Koh agreed to pay D2D Bizhub the sum of RM1,250,000.00 (“Settlement Sum”) in eight (8) instalments. The schedule provided for payments of RM28,000.00 on or before 30.5.2024; RM600,000.00 on or before 30.6.2024; and the remaining balance in monthly instalments thereafter until 31.12.2024. The settlement further provided that in the event of default, Alpha Fintech and Koh would jointly and severally pay D2D Bizhub late payment compensation at the rate of 8% per annum on RM1,250,000.00 calculated from 31.5.2024 until the date of full payment. D2D Bizhub agreed to withdraw the earlier suit upon receipt of the post-dated cheques. [10] Alpha Fintech and Koh failed to make payment in accordance with the second settlement. Consequently, on 20.9.2024, D2D Bizhub filed the present action, Civil Suit No. WA- 22NCC-641-09/2024, claiming RM1,250,000.00 together with late payment compensation at the rate of 8% per annum calculated from 31.5.2024 until full payment, costs, and interest. [11] On 12.11.2024, Alpha Fintech and Koh filed their Defence and Counterclaim. In their Defence, they denied receiving any loan from D2D Bizhub. They pleaded that the loan arrangement was illegal as it allegedly involved an interest rate of 5% per month, indicating illegal moneylending operations rather than a legitimate friendly loan. They alleged that D2D Bizhub engaged in unlicensed moneylending activities using various different companies and business entities. [12] In their Defence, Alpha Fintech and Koh pleaded that they dealt with an individual known as “Zack Low” who they claim was from Vanta Credit Sdn Bhd. They alleged that they received three separate loans: first, RM300,000.00 in late May 2023; second, RM800,000.00 on around 8.7.2023; and third, RM100,000.00 on 25.7.2023. They claimed that payments were received from an account belonging to Geforce Hardware Wholesale (the Applicant’s business) and that they were instructed to make repayments to Golden Empire Management (the business operated by the Third Defendant in Counterclaim). [13] Specifically regarding the first loan of RM300,000.00, Alpha Fintech and Koh pleaded that on around 15.6.2023, “Zack Low” requested payment of 5% interest for June 2023 to be deposited into the account of Golden Empire Management, and accordingly Alpha Fintech transferred RM15,000.00 to that account. [14] Regarding the second loan of RM800,000.00, they pleaded that “Zack Low” offered this loan with conditions that interest at the rate of 5% would be charged monthly and that RM55,000.00 (representing 5% interest on both the RM300,000.00 and RM800,000.00) would be deducted before remittance. They claimed that RM745,000.00 was deposited into Alpha Fintech’s account from the Applicant’s Geforce Hardware Wholesale account on 13.7.2023. [15] For the third loan of RM100,000.00, Alpha Fintech and Koh pleaded that “Zack Low” offered this loan on the condition that interest at the rate of 5% per week would be charged, and RM5,000.00 would be deducted upfront. They claimed that RM95,000.00 was deposited into Alpha Fintech’s account from the Applicant’s account on around 25.7.2023, and that they repaid RM105,000.00 to Golden Empire Management’s account on 10.8.2023. [16] Alpha Fintech and Koh further pleaded that “Zack Low” requested payment of 5% interest totalling RM55,000.00 on the loan of RM1,100,000.00 (RM300,000.00 + RM800,000.00) on around 14.8.2023, which sum was paid to Golden Empire Management’s account on the same day. They alleged that under coercion and pressure from “Zack Low”, they subsequently paid the following sums to Golden Empire Management representing interest charged on the RM300,000.00 and RM800,000.00: RM88,000.00 on 20.9.2023; RM30,000.00 on 8.11.2023; and RM30,000.00 on 24.11.2023. [17] Alpha Fintech and Koh alleged that between October and 5.12.2023, “Zack Low” frequently sent his representative, “Mr. Chiew”, to harass and demand payment of RM300,000.00 and RM800,000.00 from them. They claimed that on 11.12.2023, “Mr. Chiew” together with several individuals forced Koh to attend at the law firm of “Zack Low”, namely Tetuan Kit & Associates, to sign documents including the Settlement Agreement dated 11.12.2023 regarding a purported loan owed to D2D Bizhub. They alleged that they were compelled to sign the Settlement Agreement under threat and duress even though they did not know D2D Bizhub and had never received any loan from D2D Bizhub. [18] Based on these factual allegations, Alpha Fintech and Koh filed a Counterclaim against D2D Bizhub, the Applicant (Teoh Weng Boon), and Jack Lee. In their Counterclaim, they pleaded that the Applicant is a sole proprietor conducting business as Geforce Hardware Wholesale with business registration number 202103290059/JR0127236-K and having a business address at 27-G, Pusat Perdagangan One Puchong, Jalan OP 1/1, Off Jalan Puchong, Selangor, and a residential address at 1279, Jalan 6, Kampung Berapit, 14000 Bukit Mertajam, Pulau Pinang. [19] In the Counterclaim, Alpha Fintech and Koh alleged that the Defendants in the Counterclaim (D2D Bizhub, the Applicant, and Jack Lee) had abused the Settlement Agreement to misappropriate and/or cause the sum of RM323,000.00 (“the Illegal Interest Rate”) to be paid by them between 15.6.2023 and 24.11.2023. They claimed that as a result of a conspiracy among the Defendants in Counterclaim to injure them, they suffered damage and/or loss as follows: they faced the risk of bearing the sum of RM1,250,000.00 allegedly owed to D2D Bizhub; and they suffered interest losses because whilst they only received RM802,000.00, the Defendants in Counterclaim charged interest at the rate of 5% per month on the sum of RM1,125,000.00. [20] Alpha Fintech and Koh claimed in their Counterclaim that the Defendants in Counterclaim had conspired, colluded, misrepresented and/or defrauded them, and sought damages in the sum of RM323,000.00 representing illegal interest charged and collected, being RM15,000.00 paid on 15.6.2023, RM105,000.00 paid on 10.8.2023, RM55,000.00 paid on 14.8.2023, RM88,000.00 paid on 20.9.2023, RM30,000.00 paid on 8.11.2023, and RM30,000.00 paid on 24.11.2023. [21] On 15.1.2025, D2D Bizhub filed an application for summary judgment pursuant to Order 14 of the ROC 2012 against Alpha Fintech and Koh for the sum of RM1,250,000.00 together with interest and costs. The application was made under Enclosure 7. On 18.4.2025, this court delivered judgment allowing D2D Bizhub’s application for summary judgment with costs. I found that Alpha Fintech and Koh had failed to raise any triable issues warranting a full trial and ordered them to pay D2D Bizhub the sum of RM1,250,000.00, together with interest at the rate of 8% per annum calculated from 31.5.2024 until the date of full payment and costs on a standard basis. [22] On 6.3.2025, the Applicant filed his Defence to the Counterclaim. He denied all the material allegations made against him. He pleaded that he had no knowledge of the alleged loans, no direct contractual relationship with Alpha Fintech and Koh, and had not participated in any conspiracy, collusion, misrepresentation or fraud. He asserted that all payments and transactions conducted through his Geforce Hardware Wholesale account were done solely upon the instructions of D2D Bizhub and that he acted merely as a financial conduit or intermediary for D2D Bizhub. [23] On 4.5.2025, the Applicant filed the present application under Enclosure 35 to strike out the Counterclaim against him. The Application in Enclosure 35 [24] The Applicant applied to strike out the counterclaim filed by Alpha Fintech and Koh pursuant to Order 18 Rule 19(1)(a),

(b), (c), (d) and Order 92 Rule 4 of the ROC 2012. He sought orders that the counterclaim against him be struck out, that the entire proceedings be stayed pending the decision on his application, and that costs of the application be borne by the Plaintiffs in the counterclaim. [25] The grounds for the application were that the counterclaim disclosed no reasonable cause of action against him, was scandalous, frivolous and vexatious, would prejudice, embarrass or delay the fair trial of the action, and constituted an abuse of the court’s process. He argued that the same issues raised in the counterclaim had already been heard and determined through Enclosure 7, D2D Bizhub’s application for summary judgment. He contended that he was not involved in the transactions between the parties, had no contractual relationship or privity with the Plaintiffs, and merely acted as a financial conduit for D2D Bizhub. He submitted that the counterclaim was obviously unsustainable, without merit, and had no prospects of success if allowed to proceed to trial. Respective Parties’ Submissions Submissions of the Applicant [26] The Applicant submitted that the counterclaim raised issues already heard and determined in Enclosure 7, D2D Bizhub’s summary judgment application. The court had examined the RM323,000.00 transaction and found that the Respondents failed to produce credible evidence disputing it, with allegations of fraud dismissed as afterthoughts. The counterclaim was therefore an attempt to re-litigate matters already decided. [27] The Applicant contended that the counterclaim disclosed no reasonable cause of action against him, as he was a separate entity and not a party to any transactions between the Respondents and D2D Bizhub. There was no privity between the Respondents and the Applicant, and no contractual or other obligation owed by him to the Respondents. [28] The Applicant submitted that he acted merely as a financial conduit for D2D Bizhub, with no direct dealings or contractual relationship with the Respondents. The allegations against him were bare, lacked particulars, and were plainly unsustainable. [29] The Applicant argued that the counterclaim against him was scandalous, frivolous, and vexatious, as he was not involved in the disputes, which had already been determined as between the Respondents and D2D Bizhub. [30] The Applicant further submitted that allowing the counterclaim to proceed would prejudice, embarrass, and delay the fair trial of the action by unnecessarily prolonging issues already resolved. [31] The Applicant contended that the counterclaim amounted to an abuse of process, as issues already found meritless in the summaru judgment application could not be revived by recasting them as a counterclaim. The Plaintiffs could neither recover sums already ordered to be paid nor convert a failed defence into a viable counterclaim. [32] The Applicant submitted that the counterclaim was obviously unsustainable, devoid of merit, and disclosed no reasonable cause of action against him. [33] Accordingly, the Applicant urged the court to exercise its inherent jurisdiction under Order 92 rule 4 of the ROC 2012 to strike out the counterclaim as unsustainable and an abuse of the court’s process. Submissions of the Respondents [34] The Respondents argued that the Applicant failed to specify the limb of Order 18 rule 19(1) ROC 2012 relied upon, but any such irregularity caused no prejudice, as they had filed affidavits in response. Any procedural omission could be cured by costs. [35] The Respondents submitted that the issues in the original claim and the counterclaim were distinct. The original claim concerned repayment of RM1,250,000.00 under the Settlement Agreement, whereas the counterclaim involved allegations of conspiracy, collusion, misrepresentation, and fraud by the Applicant together with D2D Bizhub, which had not been previously determined. [36] The Respondents contended that the counterclaim disclosed a clear cause of action, alleging that D2D Bizhub, the Applicant, and Jack Lee conspired to deceive them. The Applicant’s role in making payments did not negate his involvement in a coordinated scheme to induce the Respondents to accept unlawful loans. [37] The Respondents alleged that these entities illegally lent RM300,000.00, RM800,000.00, and RM100,000.00 without moneylending licences, imposed high interest, and rendered no goods or services to the Respondents. [38] The Respondents claimed they dealt with “Zack Low” of Vanta Credit Sdn Bhd, that the actual funds came from GeForce Hardware Wholesale, totalling RM1,125,000.00, and that RM323,000.00 was repaid to Golden Empire Management. They alleged this structure was designed to shift liability while unjustly enriching third parties. [39] The Respondents argued that there was no evidence of payment from D2D Bizhub, and that the Settlement Agreement was an illegal device to avoid liability through GeForce Hardware Wholesale and Golden Empire Management. [40] The Respondents submitted that the Applicant’s claim of acting as a financial conduit did not negate knowledge, intent, or participation in fraud. The key issue was whether the Applicant knowingly conspired with D2D Bizhub, which could only be determined at trial. [41] The Respondents argued that findings in Enclosure 7 should not automatically bind the Applicant, as conspiracy and fraud against him were not conclusively adjudicated. [42] The Respondents submitted that striking out under Order 18 rule 19 should not be used to dispose of claims involving fraud and conspiracy, which require oral and documentary evidence. A defence need only raise a triable issue. [43] Accordingly, the Respondents urged the court to dismiss the striking out application and allow the counterclaim to proceed to full trial. The Legal Framework for Striking Out [44] Order 18 Rule 19(1) of the ROC 2012 provides as follows: “The Court may at any stage of the proceedings order to be struck out or amended any pleading or the endorsement, of any writ in the action, or anything in any pleading or in the endorsement, on the ground that –

it discloses no reasonable cause of action or defence, as the case may be;

it is scandalous, frivolous or vexatious;

it may prejudice, embarrass or delay the fair trial of the action; or

it is otherwise an abuse of the process of the Court, and may order the action to be stayed or dismissed or judgment to be entered accordingly, as the case may be.” [45] Order 18 Rule 19(2) provides that no evidence shall be admissible on an application under subparagraph (1)(a). Order 18 Rule 19(3) provides that this rule shall, as far as applicable, apply to an originating summons as if it were a pleading. [46] Order 92 Rule 4 of the ROC 2012 provides that for the removal of doubt it is hereby declared that nothing in these Rules shall be deemed to limit or affect the inherent powers of the court to make any order as may be necessary to prevent injustice or to prevent an abuse of the process of the court. [47] The principles governing striking out applications are well-established. In Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 3 MLJ 36, the Supreme Court held that it is only in plain and obvious cases that recourse should be had to the summary process under Order 18 Rule 19(1), and the summary procedure can only be adopted when it can clearly be seen that a claim or answer is on the face of it obviously unsustainable. The court cannot exercise this power by a minute examination of the documents and facts of the case in order to see whether the party has a cause of action or a defence. So long as the pleadings disclosed some cause of action or raised some question fit to be decided by the judge, the mere fact that the case was weak and not likely to succeed at the trial was no ground for the pleadings to be struck out. [48] In Tan Wei Hong & Ors v Malaysia Airlines Bhd & Other Appeals [2018] 9 CLJ 425, the Federal Court, referring to the principles in Bandar Builder, held that the principles upon which the court acts in exercising its power under any of the four limbs of Order 18 Rule 19(1) are well settled. The tests for striking out applications include: a) it is only in plain and obvious cases that recourse should be had to the summary process under the rule; b) this summary procedure can only be adopted when it can be clearly seen that a claim or answer is on the face of it obviously unsustainable; c) it cannot be exercised by a minute examination of the documents and facts of the case; d) if there is a point of law which requires serious discussion, an objection should be taken on the pleadings and the point set down for argument under Order 33 Rule 3; and e) the court must be satisfied that there is no reasonable cause of action or that the claims are frivolous or vexatious or that the defences raised are not arguable. [49] A striking out order should not be made summarily by the court if there is an issue of law that requires lengthy argument and mature consideration. It should also not be made if there is an issue of fact that is capable of resolution only after taking viva voce evidence during trial: Lai Yoke Ngan & Anor v Chin Teck Kwee & Anor [1997] 3 CLJ 305; [1997] 2 MLJ 565 (Federal Court). [50] However, the words “plain and obvious” also need clarification. In Tuan Haji Ishak Bin Ismail & Ors v Leong Hup Holdings Bhd and Other Appeals [1996] 1 MLJ 661, the Federal Court stated that what may be “plain and obvious” to a specialist in a particular field may not be so to another who does not have this specialised knowledge. The standard is an objective one and implies that the perception required is that of a person who has the required expertise. [51] In Abdul Latif Bin Puteh & Ors v Pentadbir Tanah Jajahan Pasir Mas & Anor [2023] 1 MLJ 330, the Federal Court held that the law on striking out is settled: so long as there is a reasonable cause of action, the matter should proceed to full trial. Analysis and Findings of the Court The Respondents’ Objection Regarding Specification of Limbs [52] The Respondents argued that the Applicant failed to specify which limb under Order 18 Rule 19(1) ROC 2012 he is relying on to support this application. They submitted that the word “or” appearing between limbs (a), (b), (c) and (d) should be read disjunctively, and that the Applicant’s failure to specify which limb he relies upon renders the application defective. [53] The Respondents relied on Sambu (M) Sdn. Bhd. v Stone World Sdn. Bhd. & Anor [1997] 1 CLJ 775, where the High Court held: “The word ‘or’ appears between (a), (b), (c) and (d) of O. 18 r. 19(1) of the RHC and in ordinary usage the word ‘or’ is said to be disjunctive... In my judgment, the second defendant when resorting to O. 18 r. 19(1) of the RHC must be very specific and must not cumulatively add (a), (b), (c), (d) together and lump them as one as it would run counter to the explicit provisions of r. 19(2) of O. 18 of the RHC.” [54] They also relied on Syarikat Faiza Sdn Bhd & Anor v Faiz Sdn Bhd & Anor [2016] MLJU 1046, where the High Court held at paragraph [15]: “I am of the view that an applicant under Order 18 rule 19(1) RC (Applicant) should specify which subparagraph in Order 18 rule 19(1) RC is relied on by the Applicant. This is because if the Applicant relies on Subparagraph (a), the Applicant cannot depend on affidavit evidence due to the bar imposed by Paragraph 2...” [55] I have carefully considered these authorities and the Respondents’ objection. The principle established in Sambu and Syarikat Faiza is that an applicant should be specific about which limb is relied upon because of the different evidential requirements and tests applicable to each limb. In particular, Order 18 Rule 19(2) provides that no evidence shall be admissible on an application under subparagraph

(1)(a), whereas affidavit evidence is permissible for applications under subparagraphs (b), (c) and (d). [56] However, I find that these authorities do not support the Respondents’ contention that the present application is fatally defective. In Sambu, the court’s concern was that the applicant had “cumulatively add[ed] (a), (b), (c), (d) together and lump[ed] them as one” without distinction. That is not the case here. The Applicant’s Notice of Application clearly states that he is seeking to strike out the Counterclaim pursuant to Order 18 Rule 19(1)(a), (b), (c) and (d) and Order 92 Rule 4. He has not lumped them together indistinguishably. [57] More importantly, the Applicant has addressed each limb separately and distinctly in his written submissions. He has explained how the Counterclaim discloses no reasonable cause of action under limb (a), how it is scandalous, frivolous and vexatious under limb (b), how it may prejudice, embarrass or delay the fair trial under limb (c), and how it constitutes an abuse of process under limb (d). The Respondents have understood the case they had to meet and have addressed each ground in their own written submissions. There has been no prejudice to the Respondents. [58] The purpose underlying the requirement for specification, as explained in Syarikat Faiza, is to ensure procedural fairness and proper application of the different evidential rules. That purpose has been fully satisfied in the present case. The Applicant has not sought to rely on inadmissible evidence under limb (a), nor has he confused the different tests applicable to the different limbs. The application has been conducted with full transparency and the Respondents have had every opportunity to respond. [59] Furthermore, I note that the Notice of Application, when read together with the supporting affidavit and written submissions, provides complete clarity on the grounds relied upon. The modern approach to procedural requirements is to focus on substance over form, ensuring that parties know the case they have to meet rather than imposing technical requirements that serve no practical purpose. In the present case, there has been complete clarity and no prejudice. The Respondents’ objection is therefore rejected. In any event, as I have found in my analysis above, the Counterclaim against the Applicant satisfies the test for striking out under each and every limb of Order 18 Rule 19(1), and therefore even if greater specificity were required, the application succeeds on all grounds pleaded. Whether the Counterclaim Discloses No Reasonable Cause of Action Against the Applicant [60] The Applicant contends that the Counterclaim discloses no reasonable cause of action against him. He argues that he has no privity of contract with the Respondents and acted merely as a financial conduit for D2D Bizhub. The Respondents argue that the Counterclaim raises viable causes of action based on conspiracy, collusion, misrepresentation and fraud committed by the Applicant together with D2D Bizhub. [61] I have carefully examined the pleaded Counterclaim. The central allegations against the Applicant are that he, together with D2D Bizhub and Jack Lee, conspired to defraud the Respondents and misappropriated the sum of RM323,000.00 representing illegal interest. However, the Counterclaim is notably lacking in any particulars as to how the Applicant participated in the alleged conspiracy or what specific acts he committed in furtherance of the alleged fraud. [62] The only connection pleaded between the Applicant and the Respondents is that funds were transferred to the Respondents from the Applicant’s Geforce Hardware Wholesale account. There are no pleadings that the Applicant had any direct dealings with the Respondents, entered into any agreement with them, made any representations to them, or received any payments from them. The Counterclaim does not identify any communications between the Applicant and the Respondents or any acts done by the Applicant personally toward the Respondents. [63] In his Defence to the Counterclaim, the Applicant has pleaded that he acted solely upon the instructions of D2D Bizhub and served merely as a financial intermediary or conduit. He has denied having any knowledge of the alleged loans or any participation in any conspiracy or fraud. These are factual matters which, if unchallenged by credible evidence, would support the conclusion that the Applicant had no independent role in the transactions. [64] Critically, the allegations of conspiracy and fraud against the Applicant are bare allegations devoid of any proper particulars. The Counterclaim does not specify when the alleged conspiracy was formed, what agreement was reached among the alleged conspirators, what the Applicant specifically agreed to do, what acts he performed in pursuance of the conspiracy, or what his state of mind was. These are essential particulars required for a properly pleaded claim in conspiracy. [65] In Yeng Hing Enterprise Sdn Bhd v Liow Su Fah [1979] 2 MLJ 240, the Federal Court held that where a defendant is an entirely distinct and separate juristic entity and personality that was not a party to any of the matters pleaded, and the respondent has no privity whatsoever with the defendant in any of these transactions with any resulting right of direct enforcement against it, and the defendant owes no contractual or other obligation to the respondent, it is abundantly clear that the respondent has no reasonable cause of action enforceable against that defendant, and the proceedings instituted against it are vexatious, frivolous and an abuse of the process of the court and obviously unsustainable. [66] Similarly, in Veerasingam a/l Subramaniam & Ors v Datuk Bandar Kuala Lumpur [2012] 8 MLJ 479, the High Court held that even taking the plaintiff’s case at its best, if the defendant is not the rightful party to be sued, there is no reasonable cause of action against that defendant, the action is frivolous and vexatious and an abuse of court’s process, and the writ and statement of claim are clearly unsustainable and ought to be struck out. [67] Applying these principles to the present case, I find that the Counterclaim discloses no reasonable cause of action against the Applicant. He is alleged to be a conspirator and fraudster, yet no factual foundation is laid for this serious allegation. The mere fact that funds passed through his account pursuant to instructions from D2D Bizhub does not, without more, establish that he was a party to any conspiracy or fraud. The Applicant has no privity of contract with the Respondents, entered into no dealings with them, and received no payments from them. In these circumstances, the bare allegations of conspiracy and fraud against him are unsustainable and disclose no reasonable cause of action. Whether the Issues in the Counterclaim Have Already Been Determined in Enclosure 7 [68] A critical consideration in this application is that this court has already examined the underlying factual allegations in Enclosure 7, the application for summary judgment by D2D Bizhub against the Respondents. [69] In my judgment delivered on 8.7.2025 in Enclosure 7, I thoroughly considered the Respondents’ allegations that formed the basis of their Defence. At paragraph [3] of Enclosure 7 of the Grounds of Judgment dated 8.7.2025, I noted that the Defendants disputed receiving funds from D2D Bizhub and contended that “they received funds from Geforce Hardware Wholesale, not from the Plaintiff” and that “they actually dealt with one ‘Zack Low’ who they claim was from Vanta Credit Sdn Bhd, and not with the Plaintiff.” At paragraph [28], I recorded the Defendants’ submissions that “there is no evidence showing any direct payment from the Plaintiff to the Defendants, and that the evidence instead shows that payments came from GeForce Hardware Wholesale, while repayments were made to Golden Empire Management. They claim to have already repaid approximately RM323,000.00 to Golden Empire Management.” [70] I examined in detail the issues concerning the identity of the lender. At paragraphs [47] to [54], I addressed whether there were triable issues concerning the identity of the lender and loan amount. At paragraph [49], I stated: “I have carefully considered the evidence before me and find that there are no triable issues concerning the identity of the lender or the loan amount.” [71] At paragraph [51], I observed: “Moreover, the Defendants’ own correspondence with the Plaintiff’s solicitors, specifically their letters dated 24.1.2024 and 6.2.2024, acknowledged the debt to the Plaintiff and did not raise any issues regarding the identity of the lender or the loan amount.” [72] At paragraph [52], I found: “The Defendants’ assertion that they received the loans from GeForce Hardware Wholesale rather than the Plaintiff is contradicted by the documentary evidence. The Plaintiff has explained that it requested GeForce Hardware Wholesale to disburse the funds to the Defendants on its behalf, but this does not change the identity of the lender.” [73] I also thoroughly examined the allegations of duress in signing the Settlement Agreement. At paragraphs [63] to [67], I rejected these allegations, finding at paragraph [64] that “there are no triable issues concerning the alleged duress” and at paragraph [65] that “The police report referred to by the Defendants does not provide any specific details of the alleged duress. It merely states that the Second Defendant was asked to pay money owed and subsequently went to a law firm to sign a settlement agreement. This falls far short of establishing duress in the legal sense.” I further noted at paragraph [66] that “Moreover, there is no evidence linking the alleged ‘Mr. Chiew,’ ‘Zack Low,’ or Vanta Credit Sdn Bhd to the Plaintiff or establishing that these individuals or entities were authorised to act on behalf of the Plaintiff.” [74] On the crucial issue of alleged illegal moneylending, I found at paragraphs [7] to [80] that the Defendants had failed to establish any triable issue. At paragraph [77], I distinguished the cases relied upon by the Defendants, Triple Zest Trading & Suppliers & Ors v Applied Business Technologies Sdn Bhd [2023] 6 MLJ 818, Lee Kuan Gen v Tan Sri Dato’ Seri M Mahadevan a/l Mahalingam and other appeals [2024] 1 MLJ 825) and Mahmood bin Qoyub v Li Chee Loong and another appeal [2020] 6 MLJ 755) stating: “However, these cases are distinguishable because in each of them, there was clear evidence of excessive interest rates or other illegality established through documentation or admission. That is not the case here, where the Defendants have merely made allegations without any substantive evidence to support their claim of a 5% monthly interest rate or any illegal moneylending scheme.” [75] I further observed at paragraph [79] that “the Defendants’ own correspondence with the Plaintiff’s solicitors, specifically their letters dated 24.1.2024 and 6.2.2024, acknowledged the debt to the Plaintiff and did not raise any concerns about illegal moneylending or excessive interest rates.” [76] Critically, I concluded at paragraph [83]: “The Defendants’ allegations of duress and illegality are not supported by any credible evidence and appear to be afterthoughts, raised only to avoid their payment obligations. Their claim to have made repayments to Golden Empire Management is similarly unsupported by any evidence linking these alleged payments to the loan from the Plaintiff.” [77] The Respondents now seek to relitigate precisely the same factual matrix through their Counterclaim. They allege the same conspiracy involving “Zack Low”, the same transactions through Geforce Hardware Wholesale and Golden Empire Management, the same illegal moneylending scheme with 5% monthly interest, and seek to recover the same RM323,000.00 which I found in Enclosure 7 they had not credibly established paying. [78] The principle applicable to such circumstances was established in Nakano (M’ Sia) Sdn Bhd v Oriental Wealth (M) Sdn Bhd [2002] MLJU 379 (HC), where it was held that issues already scrutinised and found meritless cannot become triable by recasting them as a counterclaim. The Respondents are attempting to do indirectly through a Counterclaim what they failed to achieve directly through their Defence, namely to avoid their liability under the Settlement Agreement and to recover sums which this court has found they have not credibly established paying. This is a fundamental principle that prevents parties from using counterclaims as a collateral means to challenge findings already made by the court, and to permit this would undermine the finality of judicial decisions and allow parties to relitigate matters already determined against them. This amounts to an abuse of the process of the court. Whether the Counterclaim is Scandalous, Frivolous or Vexatious [79] Order 18 Rule 19(1)(b) ROC 2012 provides that the court may strike out a pleading on the ground that it is scandalous, frivolous or vexatious. [80] In Harapan Permai Sdn Bhd v Pentadbir Tanah Daerah Seberang Perai Tengah & Ors [2011] 2 MLJ 192, the Court of Appeal explained that in the context of Order 18 Rule 19(1)(b), the word “scandalous” means wholly unnecessary and irrelevant, and not just unpleasant allegations. A pleading is “frivolous or vexatious” when it is obviously unsustainable. [81] In See Thong & Anor v Saw Beng Chong [2013] 3 MLJ 235, the Court of Appeal held that in considering whether any proceedings were vexatious or frivolous, one is entitled to and ought to look at the whole history of the matter and it is not to be determined by whether the pleading discloses a cause of action or not. [82] In Boey Oi Leng v Trans Resources Corporation Sdn Bhd [2002] 1 CLJ 405, the High Court held that a petition may be described as “frivolous” or “vexatious” where it is obviously unsustainable, for example where the petition is res judicata, or where the wrong party is being sued, or without merit and unjustified. [83] Applying these principles, I find that the Counterclaim against the Applicant is obviously unsustainable and therefore frivolous and vexatious. As I have found above, the Counterclaim discloses no reasonable cause of action against the Applicant. It consists of bare allegations of conspiracy and fraud without any proper particulars. The Applicant has no privity of contract with the Respondents, no direct dealings with them, and is alleged to be a party to wrongdoing solely on the basis that funds passed through his account pursuant to D2D Bizhub’s instructions. [84] Furthermore, looking at the whole history of the matter, it is clear that the Respondents are pursuing the Counterclaim against the Applicant as part of a broader strategy to resist their obligations under the Settlement Agreement and to challenge the judgment already obtained against them in Enclosure 7. They are alleging conspiracy and fraud against persons who acted as intermediaries or conduits without any credible evidence of wrongdoing on their part. This renders the Counterclaim vexatious. [85] The Counterclaim is also scandalous in the legal sense, as the allegations of conspiracy and fraud against the Applicant are wholly unnecessary and irrelevant. Even if the Respondents had a legitimate claim concerning illegal interest charged by D2D Bizhub (which this court has already found they do not), there is no basis for implicating the Applicant in that claim when he acted merely as a financial intermediary. Whether the Applicant is the Wrong Party to be Sued [86] A fundamental defect in the Counterclaim against the Applicant is that he is simply the wrong party to be sued in respect of the Respondents’ allegations. [87] The Respondents’ case, at its highest, is that they entered into loan transactions with “Zack Low” or D2D Bizhub, that illegal interest was charged, and that they seek to recover RM323,000.00 representing that illegal interest. Even accepting their version of events (which this court has already rejected in Enclosure 7), the Applicant was never a party to any agreement with them. He did not lend them money, he did not charge them interest, he did not demand repayment from them, and he did not receive any payments from them. [88] The undisputed fact is that the Applicant’s sole connection to this matter is that certain funds were transferred to the Respondents from his Geforce Hardware Wholesale account. This was done pursuant to instructions from D2D Bizhub. The Applicant has consistently maintained that he acted merely as a financial conduit or intermediary for D2D Bizhub. [89] The Respondents have failed to plead any facts showing that the Applicant had any independent role beyond serving as a conduit. They have not alleged that the Applicant made any representations to them, entered into any agreements with them, dealt with them personally, or had any knowledge of the terms of any loan arrangements. They have not identified any communications between the Applicant and themselves. They have not pleaded what benefit the Applicant allegedly obtained from the purported conspiracy or what motive he had to participate in any fraud. [90] In these circumstances, even if the Respondents had a legitimate claim (which they do not), the claim should be pursued against D2D Bizhub as the alleged lender, not against the Applicant who merely facilitated fund transfers as an intermediary. [91] As the Federal Court held in Yeng Hing Enterprise Sdn Bhd, where there is no privity whatsoever between a defendant and a plaintiff in the relevant transactions with any resulting right of direct enforcement, and the defendant owes no contractual or other obligation to the plaintiff, the plaintiff has no reasonable cause of action enforceable against that defendant. [92] I therefore find that the Applicant is the wrong party to be sued in this Counterclaim, and this further renders the Counterclaim against him obviously unsustainable, frivolous and vexatious. Whether the Counterclaim Constitutes an Abuse of Process [93] Order 18 Rule 19(1)(d) ROC 2012 provides that the court may strike out a pleading on the ground that it is otherwise an abuse of the process of the court. [94] In Tan Wei Hong, the Court of Appeal held that clearly the courts have a duty to uphold the integrity of the judicial system by declining to adjudicate on matters which constitute an abuse of the courts’ process. While the circumstances in which the pleadings themselves will disclose no reasonable cause of action on their face will be relatively limited, the inherent jurisdiction of the court to look beyond the pleadings has meant that it can act at a relatively early stage to strike out proceedings where a claim is clearly unsustainable and cannot succeed. Order 18 Rule 19(1)(d) represents an important weapon in the armoury of the courts to prevent abuse of process and extends beyond the other grounds to capture all other instances of misuse of the court’s process, such as proceedings that have been brought with an improper motive or an attempt to obtain a collateral benefit. [95] In D P Vijandran v Karpal Singh [1993] 3 MLJ 94, the High Court held that pursuant to Order 92 Rule 4 ROC 2012, the court has inherent powers to make any order as may be necessary to prevent injustice or to prevent an abuse of the process of the court. [96] In Sri Binaraya Sdn Bhd v Golden Approach Sdn Bhd [2000] 3 MLJ 465, the High Court held that the inherent jurisdiction of the court has been in existence as a common law right from a long way and will certainly apply to strike out a petition for abuse of the process of the court. [97] In Ganad Media Sdn Bhd v Dato’ Bandar Kuala Lumpur (No 2) [2002] 1 MLJ 508, the High Court held that in regard to an abuse of process, since time immemorial, the courts have exercised their powers under the inherent jurisdiction by summary process to terminate proceedings which were frivolous or vexatious or which were an abuse of the process. Once it becomes apparent that the abuse of process becomes a ground for the court to terminate the proceedings summarily under its inherent jurisdiction, then it becomes a solid basis for the court to invoke its inherent powers. [98] I find that the Counterclaim against the Applicant constitutes an abuse of the process of this court for several reasons. [99] First, as I have already found, the Counterclaim seeks to relitigate issues that have already been examined and rejected in Enclosure 7. The Respondents are attempting to use the Counterclaim as a vehicle to challenge and undermine the findings made in the summary judgment. This is a classic case of abuse of process, as established in Nakano (M’sia) Sdn Bhd v Oriental Wealth (M) Sdn Bhd. [100] Second, the Counterclaim against the Applicant appears to have been filed for an improper collateral purpose, namely to harass and put pressure on an individual who merely acted as a financial intermediary and had no independent role in the transactions. The Respondents are seeking to implicate the Applicant in alleged conspiracy and fraud without any credible basis for doing so. This constitutes harassment through litigation. [101] Third, the Counterclaim seeks to recover RM323,000.00 which the Respondents claim to have paid as illegal interest. However, this court has already found in Enclosure 7 that the Respondents failed to produce credible evidence that they made such payments. The Respondents are now attempting to use the Counterclaim to obtain a monetary judgment for sums which they have failed to prove paying. This is an attempt to use the court process to obtain an unjustified benefit. [102] Fourth, by joining the Applicant as a defendant to the Counterclaim when he had no direct involvement with the Respondents and acted merely as a conduit, the Respondents are unnecessarily complicating the proceedings and exposing an innocent intermediary to the burden and expense of litigation. This prejudices and embarrasses the fair trial of the action and constitutes an abuse of process. [103] For all these reasons, I find that the Counterclaim against the Applicant is an abuse of the process of this court and should be struck out pursuant to Order 18 Rule 19(1)(d) and the court’s inherent jurisdiction under Order 92 Rule 4 of the ROC 2012. Complexity and Need for Trial [104] The Respondents argued that the Counterclaim involves complex issues of fact regarding conspiracy and fraud which require viva voce evidence and cannot be determined summarily through a striking out application. They relied on Bank Negara Malaysia v Mohd Ismail & Ors [1992] 1 MLJ 400 (SC) and submitted that issues involving fraud should not be decided through preliminary applications. [105] I acknowledge the general principle that striking out should be exercised with caution and only in plain and obvious cases. However, this principle does not mean that allegations of fraud or conspiracy can never be struck out at a preliminary stage. Where such allegations are bare, lacking in particulars, and obviously unsustainable, the court has the power and duty to strike them out rather than allowing a party to proceed to trial on a hopeless case. [106] As the Federal Court observed in Tuan Haji Ishak Bin Ismail & Ors v Leong Hup Holdings Bhd and Other Appeals [1996] 1 MLJ 661, the standard of what is “plain and obvious” is an objective one. Support for this view can be found in McKay v Essex Area Health Authority [1982] 2 All ER 771, where it was held that the right course was for the court to strike out a claim, even though it required a long and elaborate hearing before the court was satisfied that there was no cause of action, because the plaintiff was entitled to be relieved of the objection to meet it. [107] In the present case, the allegations of conspiracy and fraud against the Applicant are plainly and obviously unsustainable. They are bare allegations without any proper particulars. The Applicant had no privity of contract with the Respondents, no direct dealings with them, and acted solely as a financial conduit. The factual matrix underlying the Counterclaim has already been examined and rejected in Enclosure 7. To require the Applicant to proceed to trial to defend against these baseless allegations would itself be an injustice. [108] Furthermore, the Respondents’ argument ignores the finding in Enclosure 7 that their allegations of conspiracy, fraud and illegal moneylending lacked credible evidentiary support and appeared to be afterthoughts. The issues they now seek to litigate in the Counterclaim have already been determined against them. Allowing them to proceed to trial on the same issues would undermine the principle that issues already scrutinised and found meritless cannot become triable by recasting them as a counterclaim. [109] I therefore reject the Respondents’ submission that the complexity of the issues precludes striking out in this case. This is a plain and obvious case where the Counterclaim against the Applicant is unsustainable and should not be allowed to proceed to trial. Distinguishing the Counterclaim Against the Applicant from the Counterclaim Against D2D Bizhub [110] It is important to note that while I am striking out the Counterclaim against the Applicant, the Counterclaim also names D2D Bizhub and Jack Lee as defendants. The position of the Applicant is materially different from the position of D2D Bizhub. [111] D2D Bizhub is alleged to be the principal lender and the party with whom the Respondents contracted. While the allegations of conspiracy and fraud have been rejected in Enclosure 7, D2D Bizhub at least had a direct contractual relationship with the Respondents through the Settlement Agreement. In contrast, the Applicant had no such relationship and no direct dealings with the Respondents whatsoever. [112] The evidence shows, and the Respondents do not dispute, that funds were transferred to them from the Applicant’s Geforce Hardware Wholesale account. However, the Applicant’s evidence, which is unchallenged by any credible contrary evidence, is that these transfers were made solely pursuant to instructions from D2D Bizhub and that he acted merely as a financial conduit or intermediary. [113] The Respondents have not identified any act that the Applicant committed independently of D2D Bizhub’s instructions. They have not alleged that the Applicant personally dealt with them, made representations to them, demanded payment from them, or received payment from them. They have not pleaded what knowledge the Applicant had of any alleged conspiracy or what his state of mind was. They have not explained what benefit the Applicant allegedly obtained from participating in any alleged fraud or what motive he had to do so. [114] In the absence of any such particulars, the allegations against the Applicant are nothing more than guilt by association. The Respondents appear to have named the Applicant as a defendant simply because funds passed through his account, without any consideration of whether he had any independent role or culpability. This is insufficient to sustain a claim in conspiracy or fraud against him. [115] I therefore find that even if there were triable issues concerning the conduct of D2D Bizhub (which, as found in Enclosure 7, there are not), those issues do not extend to the Applicant. The Applicant’s position is entirely distinct, and the Counterclaim against him must be struck out on its own demerits. Conclusion and Order [116] For all the reasons set out above, I find that the Counterclaim filed by Alpha Fintech and Koh against the Applicant is clearly unsustainable and must be struck out. [117] The Counterclaim discloses no reasonable cause of action against the Applicant. He has no privity of contract with the Respondents, no direct dealings with them, and acted merely as a financial intermediary or conduit for D2D Bizhub. The bare allegations of conspiracy and fraud against him lack any proper particulars and have no foundation in the pleaded facts. [118] The Counterclaim is frivolous and vexatious. It is obviously unsustainable and amounts to suing the wrong party. The allegations against the Applicant are wholly unnecessary and irrelevant given his limited role as a financial conduit. [119] The Counterclaim constitutes an abuse of the process of this court. It seeks to relitigate issues that were examined and rejected in the summary judgment proceedings in Enclosure

It is an attempt to use the Counterclaim as a vehicle to challenge and undermine the findings made in that judgment. It appears to have been brought for the collateral purpose of harassing an innocent intermediary and obtaining an unjustified monetary benefit. [120] The Counterclaim also prejudices, embarrasses and delays the fair trial of the action by unnecessarily joining the Applicant as a defendant when he had no independent role in the transactions and implicating him in serious allegations of fraud without any credible basis. [121] This is a plain and obvious case where the summary procedure under Order 18 Rule 19 of the ROC 2012 is appropriate and necessary. The principle established in Nakano (M’sia) Sdn Bhd v Oriental Wealth (M) Sdn Bhd applies: issues already scrutinised and found meritless cannot become triable by recasting them as a counterclaim. [122] I am satisfied that the Applicant has made out his case for striking out on all four limbs of Order 18 Rule 19(1) ROC 2012 as well as under the court’s inherent jurisdiction pursuant to Order 92 Rule 4 of the ROC 2012. [123] Accordingly, I hereby order that: a) The Counterclaim filed by the Plaintiffs in Counterclaim, Alpha Fintech Sdn. Bhd. and Koh Chee Siong, against the Second Defendant in Counterclaim, Teoh Weng Boon, is struck out in its entirety; and b) The Plaintiffs in Counterclaim shall pay the Second Defendant in Counterclaim costs of this application fixed at RM3,000.00 subject to the allocatur fee. 29 December 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court (Commercial Division) Counsel: For the Defendants/Plaintiffs in the Counterclaim: Eng Khim Hock with Afiqah Razak From Messrs Stephen & Co For the 2nd Defendant in the Counterclaim: Lim Chew Ni with Lai Cze Nee (Messrs Low & Partners)