Fgp Ventures Sdn. Bhd. v Subayogan A/L Sinniah (WA-12ANCC-60-09/2025)

This appeal concerns a short point, but one of some importance in the administration of justice. It arises from a decision of the learned Sessions Court Judge who, upon an application under Order 27 Rule 3 of the Rules of Court 2012, entered judgment against the Appellant on the footing that there had been an admission of liability.

The facts, though not complex, have taken an unfortunate course. The Respondent had claimed a sum of RM321,600 said to be due under two Subscription Agreements. That sum has since been paid. Yet, notwithstanding such payment, judgment was entered below not only for the principal sum but also for interest, general damages and costs, as if the matter had been put beyond dispute.

The question that now arises is whether the circumstances relied upon by the Respondent, namely the payment of the sum claimed, together with certain matters appearing in the pleadings and subsequent conduct, amounted in law to a clear and unequivocal admission of liability so as to justify the entry of judgment without a trial.

It is well settled that the Summary Procedure under Order 27 Rule 3 is a stringent one. It is not enough that there be some admission, or something that may be said to point in that direction. The admission must be clear, unambiguous and unconditional. If there is room for doubt, or if the matter calls for explanation, then the parties must be left to pursue their grievance at a trial.

In the present case, the Appellant says that there was no such admission, and that what occurred must be understood in the light of supervening legal constraints which affected its ability to make payment at the material time. The Respondent, on the other hand, contends that the payment itself speaks for all, and that no other explanation is reasonably open.

Between these competing positions lies the issue for determination in this appeal. Having considered the matter, I am satisfied that this was not a case fit for Judgment on Admission. The matter ought to have been tried. I now set out my reasons.

The present appeal arises from a decision of the Sessions Court at Kuala Lumpur delivered on 12 September 2025, wherein the learned Sessions Court Judge allowed the Respondent’s application for Judgment on Admission under Order 27 Rule 3 of the Rules of Court 2012 and entered judgment against the Appellant.

The underlying dispute between the parties concerns two Subscription Agreements dated 12 August 2021 and 25 August 2021, pursuant to which the Respondent subscribed for 320 units of Islamic Redeemable Preference Shares (“iRPS”) issued by the Appellant.

Under the terms of the Subscription Agreements, the Respondent’s investment was for a tenure of 40 months, with a redemption price of RM320,000 upon maturity, together with periodic coupon payments amounting to RM1,600 per month payable on a quarterly basis.

Upon maturity of the iRPS, the total sum claimed by the Respondent in the Sessions Court proceedings was RM321,600, comprising the redemption price and accrued coupon payments (“the Claimed Sum”), together with interest and general damages.

The Respondent commenced the Sessions Court action to recover the Claimed Sum. Shortly thereafter, the Respondent applied for Judgment on Admission on the basis that the Appellant had allegedly admitted liability for the said sum.

It is, however, a central and undisputed fact that the Appellant fully settled the Claimed Sum on or about 13 May 2025, approximately two weeks after the commencement of the action and several months prior to the Sessions Court’s decision.

The payment of RM321,600 by the Appellant was received and retained by the Respondent, and the fact of full settlement was acknowledged by the Respondent in his affidavit filed in the Judgment on Admission application.

Notwithstanding the full settlement of the principal sum, the Respondent persisted with the Judgment on Admission application, contending that he remained entitled to interest, general damages and costs arising from the alleged breach of the Subscription Agreements.

The Appellant’s position, as reflected in the contemporaneous events, is that payment of the Claimed Sum was delayed due to supervening legal constraints. In particular, between 10 December 2024 and 25 February 2025, the Appellant was placed under the control of Interim Liquidators pursuant to a winding-up proceeding, thereby restricting its ability to deal with its assets, including making payments.

Following a Conditional Stay of the Winding-Up Order on 25 February 2025, the Appellant was required to obtain leave of the Winding-Up Court before effecting any payment, including the redemption of the iRPS. This led to further applications being filed by the Appellant to seek such leave and to clarify the scope of the Court order.

In the interim, the Respondent issued a statutory notice under Section 466 of the Companies Act 2016, which in turn prompted the Appellant to commence proceedings seeking a Fortuna Injunction to restrain winding-up action.

An ex parte Fortuna Injunction was granted on 23 April 2025, indicating that the alleged debt was, at that material time, disputed or not plainly due.

Subsequently, on 13 May 2025, the High Court clarified that leave of the Winding-Up Court was not required for payment of the redemption sum. Following this clarification, the Appellant immediately settled the Claimed Sum in full on the same date.

Despite the full settlement and the cessation of the Subscription Agreements upon payment, the Sessions Court nonetheless proceeded to allow the Respondent’s application for Judgment on Admission and entered judgment against the Appellant, including for the already-settled Claimed Sum together with interest, damages and costs.

It is against this decision that the present appeal is brought, with the Appellant contending, inter alia, that the Respondent’s claim had been rendered academic upon full settlement, that there was no clear or unequivocal admission of liability, and that the entry of judgment resulted in manifest injustice.

The Appellant’s appeal is mounted on the central contention that the learned Sessions Court Judge fell into serious error in law and in fact in allowing the Respondent’s application for Judgment on Admission under Order 27 Rule 3 of the Rules of Court 2012. It is contended that the decision was reached without proper judicial appreciation of the material facts, the governing legal principles, and the totality of the contemporaneous circumstances.

At the forefront of the Appellant’s case is the submission that the very substratum of the Respondent’s claim had ceased to exist prior to the impugned decision. The Claimed Sum of RM321,600, which formed the foundation of the Respondent’s action and the Judgment on Admission application, had been fully settled by the Appellant on or about 13 May 2025, and this fact was not in dispute.

The Appellant contends that the full settlement of the Claimed Sum had the legal effect of extinguishing the Respondent’s cause of action under the Subscription Agreements. Upon such settlement, the parties’ contractual relationship, insofar as it related to the redemption of the iRPS, came to an end and the Subscription Agreements stood cancelled pursuant to their express terms.

In those circumstances, the Respondent’s action, together with the Judgment on Admission application premised on the Claimed Sum, had become academic, spent and moot. There was, therefore, no longer any live or subsisting issue for adjudication before the Sessions Court. The Appellant submits that it is a settled principle that the Court will not act in vain nor grant relief in respect of matters which have ceased to have practical significance.

Notwithstanding the foregoing, the learned Sessions Court Judge proceeded to enter judgment against the Appellant for the Claimed Sum, together with interest, general damages and costs. The Appellant contends that this resulted in a manifest injustice, as it effectively sanctioned a double recovery in favour of the Respondent in respect of a sum which had already been fully paid.

The Appellant further contends that the threshold requirement for the invocation of Order 27 Rule 3 was not satisfied. It is trite that a Judgment on Admission may only be entered where there is a clear, unequivocal and unambiguous admission of fact which entitles the applicant to judgment.

The Appellant submits that no such admission existed in the present case. At no material time did the Appellant admit that it had breached the Subscription Agreements or that it was liable for the Respondent’s alleged entitlement to interest, general damages or costs.

On the contrary, the Appellant’s consistent position throughout was that it had not committed any breach of the Subscription Agreements and that it ought not to be held liable for any residue claims once the Claimed Sum had been settled.

The Appellant emphasises that the surrounding circumstances, including the sequence of events leading to the eventual settlement, clearly demonstrate the absence of any admission of liability. These include the various Court proceedings initiated by the Appellant, the application for leave to effect payment, and the obtaining of interim relief in the form of a Fortuna Injunction.

In particular, the grant of the ex parte Fortuna Injunction restraining the Respondent from acting on the statutory notice is said to underscore that the alleged debt was, at that material time, disputed and not plainly due or payable. This is wholly inconsistent with the existence of any clear or unequivocal admission.

In these premises, the Appellant submits that the learned Sessions Court Judge erred in law in treating the circumstances as constituting an admission of liability and in invoking Order 27 Rule 3, to enter final judgment.

The Appellant further contends that, even if the Respondent’s case is taken at its highest, the matter was replete with serious and bona fide disputes of fact and law which ought to have been ventilated at a full trial.

First, the Appellant was, for a material period, legally incapacitated from making payment due to the appointment of Interim Liquidators over its affairs pursuant to a Winding-Up Petition. During this period, the Appellant was prohibited from dealing with its assets, including making payment of the Claimed Sum.

Second, even after the stay of the winding-up order, the Appellant was subject to an express requirement to obtain leave of the Winding-Up Court before effecting any payment. This created genuine uncertainty as to the Appellant’s ability to lawfully discharge the Claimed Sum pending clarification by the Court.

Third, the necessity of obtaining such leave was only clarified by the High Court on 13 May 2025. Immediately upon such clarification, the Appellant proceeded to settle the Claimed Sum in full.

The Appellant submits that these circumstances raise substantial issues as to whether there was any breach of the Subscription Agreements at all, and if so, whether any delay in payment was excusable or legally justified. These are quintessentially matters requiring adjudication at trial and are wholly unsuitable for summary disposal by way of Judgment on Admission.

The Appellant further challenges the Respondent’s continued pursuit of interest, general damages and costs following the full settlement of the Claimed Sum.

It is contended that, upon settlement, what remained were at most ancillary or residual claims which were neither admitted nor capable of summary determination. The Subscription Agreements did not contain any express provision entitling the Respondent to the damages claimed.

In particular, the Appellant submits that the Respondent’s claim for general damages was wholly unsupported by credible or contemporaneous evidence. The only document relied upon was a medical letter prepared after the commencement of the action, which did not establish any causal nexus between the alleged loss and the Appellant’s conduct.

Further, the Appellant had already paid costs of RM15,000 pursuant to the High Court proceedings relating to the Fortuna Injunction, which the Respondent accepted.

In these circumstances, the Appellant contends that the Respondent’s continued prosecution of the action and the Judgment on Admission application was unnecessary, oppressive and amounted to an abuse of the court process, designed to procure a windfall and occasion double recovery. FAILURE OF THE SESSIONS COURT TO PROPERLY APPRECIATE

The Appellant’s overarching complaint is that the learned Sessions Court Judge failed to consider or give due weight to the material facts, in particular: a. the undisputed full settlement of the Claimed Sum; b. the legal effect of such settlement in extinguishing the cause of action; c. the absence of any clear admission of liability; and d. the existence of bona fide disputes requiring trial.

It is contended that the decision was arrived at prematurely and in disregard of the Appellant’s Defence, thereby depriving the Appellant of its fundamental right to have its case fully ventilated at trial.

In advancing the appeal, learned counsel for the Appellant relies on a line of well-established authorities governing the strict threshold for the entry of Judgment on Admission under Order 27 Rule 3 of the Rules of Court 2012. It is submitted that the law is settled that such a judgment may only be entered where the admission relied upon is clear, unambiguous, unconditional and unequivocal. In this regard, reliance is placed on Kawan Lama Builders Sdn Bhd & Anor v Syarikat Lumut Quarry Sdn Bhd [2021] 3 MLJ 242(CA), where the Court of Appeal held that “a court under the provision of this rule will not allow a final judgment to be entered unless the admissions are clear and unequivocal nor will the judgment be allowed to be entered where there is a serious question of law or fact to be argued”. The same principle was reiterated in that case where the Court emphasised that admissions “must be clear, unambiguous, unconditional and unequivocal” before the Court can act under Order 27 Rule 3.

Further, the Appellant draws support from Perwira Habib Bank (M) Bhd v Hj Abdullah Hj Sulaiman & Anor [1985] 2 CLJ 489 (HC), where the High Court cautioned against construing equivocal statements as admissions of liability, holding that the Statement “I will pay” does not necessarily imply a legal obligation to do so and “does not provide the plaintiffs with the sort of admission that calls for summary judgment pursuant to O. 27 r. 3”. This is reinforced by the principle, as cited in Vithal Kumar A/L Jayaraman v Azman bin Md Nor [2010] 2 MLJ 67 (CA), that an admission “must be clear and not simply evidence of fact upon which the plaintiff would have to rely to establish his cause of action”. Collectively, these authorities are relied upon to demonstrate that anything short of an unequivocal admission necessitates a full trial.

The Appellant further relies on authorities establishing that the Court will not adjudicate upon matters which have become academic or where the factual substratum of the dispute has ceased to exist. In Ahmad Saidi bin Md Isa v Timbalan Menteri Hal Ehwal & Ors [2006] 3 MLJ 208 (CA), the Court of Appeal held that where the subject matter has come to an end, “there was no longer a valid lis before us for adjudication… it will mean that we would act in vain. And it is settled law that a court will not act in vain… [nor] grant academic declarations”. Similarly, the Federal Court in Husli @ Husly bin Mok v Superintendent of Lands and Surveys & Anor [2014] 6 MLJ 766 (FC), reaffirmed that “the court will not act in vain and grant declarations that are of no utility or in regard to matters which are no longer ‘live issue’ or has become academic”, and that the Court should not be required “to answer academic question”.

In addition, the Appellant relies on authorities demonstrating that documents or conduct relied upon by a claimant do not, without more, constitute admissions of liability. In Lee Engineering Sdn Bhd v Approach Network Sdn Bhd [2015] MLJU 1926, the Court held that an auditor’s confirmation letter “cannot be regarded as admission of the debt” and that the existence of a dispute militates against summary disposition. Finally, reliance is placed on Mobikom Sdn Bhd v Inmiss Communications Sdn Bhd [2007] 3 MLJ 316; 3 CLJ 295, for the broader proposition that the continuation of proceedings in circumstances where the underlying basis is disputed or spent may amount to an abuse of process, the Court recognising that proceedings may be restrained where their continuation would constitute “an abuse of the process of the court”.

Taken together, these authorities are relied upon by the Appellant to submit that in the absence of any clear and unequivocal admission, and in light of the existence of live disputes as well as the supervening settlement which has rendered the claim academic, the learned Sessions Court Judge erred in law in entering Judgment on Admission without a full trial.

In the premises, the Appellant submits that the decision of the Sessions Court is plainly wrong, having been reached without proper judicial appreciation of the law and the evidence, and that it has resulted in a miscarriage of justice.

In resisting the appeal, learned counsel for the Respondent submits that this is a paradigm case for the application of Order 27 Rule 3 of the Rules of Court 2012, as the Appellant’s liability is not merely inferential but is founded upon clear, express and unequivocal admissions both in its pleadings and by its subsequent conduct. It is emphasised that the Respondent does not rely on ambiguous statements or equivocal conduct; rather, the Appellant has, by its own actions, admitted the debt in a manner that satisfies even the strict threshold articulated in the authorities relied upon by the Appellant. In this regard, it is submitted that “the undisputed/undenied debt unilaterally paid by the Appellant… is the clearest unambiguous/unequivocal admission of fact of the debt… It is not open for the Appellant on the one hand to deny liability but yet tout the very payment… on the other hand”.

The Respondent further contends that the admissions in the present case are not confined to conduct alone but are fortified by Judicial Admissions.

in the pleadings. Reliance is placed on Yam Kong Seng & Anor v Yee Weng Kai [2014] 4 MLJ 478 (FC), where the Federal Court held that “a judicial admission made in a pleading stands on a higher footing… [and] Any failure… to rebut the admission… would entitle the appellants to enter judgment against him”. Applying that principle, it is submitted that the Appellant’s Statement of Defence, particularly the identified paragraphs, constitutes an express admission of liability for the sum of RM321,600 which, coupled with the subsequent payment of the identical sum, places the matter beyond dispute.

In addition, the Respondent places considerable reliance on the commercial context and objective conduct of the Appellant, submitting that the Court is entitled to draw the only reasonable inference from the Appellant’s actions. In this regard, reliance is again placed on Yam Kong Seng, where the Federal Court recognised that even where the precise words of admission are not used, the surrounding circumstances may render the acknowledgment “clear” and “unambiguous” in its commercial context. It is thus submitted that in the present case, the position is even stronger, as the Appellant, having been sued for RM321,600 proceeded to pay precisely that sum. As articulated in the Respondent’s submissions, “commercially, there is no other sensible explanation for that payment other than acceptance… of liability for the claim”.

The Respondent further submits that the Appellant’s conduct must be viewed holistically. Beyond the payment itself, the Appellant had taken multiple steps consistent only with an admission of liability, including issuing instructions to its bank to effect payment, corresponding through solicitors acknowledging the debt, and taking consequential corporate steps following payment. These cumulative acts, it is argued, reinforce that the admission is not merely arguable but incontrovertible. In such circumstances, the Respondent submits that this case falls squarely within the principle that admissions, whether by pleading or conduct, may form “the foundation of the rights of the parties” and justify the entry of judgment without the need for trial.

Turning to the Appellant’s argument that the claim has become academic or moot, the Respondent submits that this is misconceived both in fact and in law. The payment of RM321,600 was received strictly on a without prejudice basis and did not constitute a full and final settlement of the Respondent’s claims. The Respondent maintains that the cause of action remains alive in respect of ancillary and consequential reliefs, including interest, costs and damages arising from the Appellant’s breach and delayed payment. As such, the factual substratum of the dispute has not been extinguished. The Respondent emphasises that “there was no full and final settlement… the application… remained alive because… consequential/ancillary reliefs… remain alive and outstanding in law”.

Finally, the Respondent submits that the authorities relied upon by the Appellant on the need for “clear and unequivocal admission” do not avail the Appellant on the facts of the present case. Those authorities, it is argued, concern situations where the alleged admissions were equivocal, disputed, or required inference. In contrast, the present case involves: i) express admissions in the pleadings; ii) unequivocal conduct in the form of payment of the exact sum claimed; and iii) a consistent course of conduct admitting liability. The Respondent therefore submits that this case satisfies, rather than falls short of, the stringent threshold laid down in those authorities, and that the learned Sessions Court Judge was correct in entering Judgment on Admission.

Having considered the record, the rival submissions and the authorities cited by both sides, I am satisfied that the appeal must be allowed.

In my judgment, the learned Sessions Court Judge fell into error in invoking Order 27 Rule 3 of the Rules of Court 2012, against the Appellant in the circumstances of the present case. The reasons are, in substance, threefold.

First, the Sessions Court ought not to have entered judgment for the principal sum of RM321,600 after that sum had already been paid and was no longer a live issue. Second, the material relied upon by the Respondent did not amount, in law, to a clear, unambiguous, unconditional and unequivocal admission of liability for breach of the Subscription Agreements or for the residuary claims of interest and general damages. Third, even if one were to leave aside the question of payment, the remaining issues plainly disclosed triable questions of fact and law which could not properly be disposed of by the summary mechanism under Order 27 Rule 3. Those matters required adjudication on the merits.

I begin with the principal sum. It is common ground that the Claimed Sum of RM321,600 being the sum claimed under the two Subscription Agreements dated 12 August 2021 and 25 August 2021, had already been paid to the Respondent on or about 13 May

This fact was correctly conceded by learned counsel for the Respondent before this Court. Once that is so, the order of the Sessions Court directing payment again of the same principal sum could not stand. The Court does not adjudicate in vacuo; nor does it grant relief over a subject matter that has ceased to exist as a practical controversy between the parties.

This approach is consistent with settled principle. In Ahmad Saidi (supra), the Court of Appeal held, in substance, that once the order complained of had come to an end, “there was no longer a valid lis” before the court, and the court would not “act in vain” or grant academic relief. The same theme is seen in Bar Council Malaysia v Tun Dato’ Seri Arifin bin Zakaria & Ors [2020] 4 MLJ 773, where the Federal Court observed that where the alleged illegality had been overtaken by subsequent events, the subject matter of the dispute was no longer in existence, no effective remedy could be granted, and the underlying factual substratum had disappeared. I do not, of course, treat those public law authorities as direct analogues on all fours with the present private law appeal. But the narrower principle for which they are cited remains sound: where the very subject matter for which judgment is sought has ceased to be a live controversy, the Court must be astute not to make an order that no longer serves a juridical purpose. On the undisputed facts here, the order for payment of the principal sum plainly fell into that category.

That, however, does not dispose of the appeal entirely, because what remained before the Sessions Court were the residuary claims, namely interest, general damages and costs. It is therefore necessary to consider whether, notwithstanding payment of the principal sum, the materials relied upon by the Respondent were sufficient to justify Judgment on Admission in respect of those remaining heads. In my judgment, they were not.

Order 27 Rule 3 of the Rules of Court 2012 reads as follows:

Judgment on admission of facts (Order 27 Rule 3) 1) Where admissions of fact are made by a party to a cause or matter either by his pleadings or otherwise, any other party to the cause or matter may apply to the Court for such judgment or order as upon those admissions he may be entitled to, without waiting for the determination of any other question between the parties, and the Court may give such judgment, or make such order, on the application as it thinks just.

The governing principles under Order 27 Rule 3 are not in doubt. The jurisdiction is a summary one and is therefore confined to cases where the admission relied upon is truly clear.

In Affin Bank Bhd v Successcom Enterprise Sdn Bhd [2009] 1 MLJ 36, the Court of Appeal made clear that judgment under Order 27 Rule 3 is not a matter of right merely because some admission exists somewhere in the record. The Court emphasised that judgment will only be entered if there is an unequivocal admission of fact entitling the plaintiff to judgment; if liability turns on a question of law or on mixed fact and law, judgment cannot be obtained in that way; and if not all components of the cause of action have been admitted, or if there are issues to be tried or a defence to the action, the discretion should not be exercised in favour of summary judgment. That is, with respect, the correct starting point.

The same principle was restated in Kawan Lama (supra). There the Court of Appeal reiterated that the Court can only act under Order 27 Rule 3 if the admission relied upon is “clear, unambiguous, unconditional and unequivocal”, and further that judgment ought not to be entered where there remains a serious question of law or fact to be argued. The significance of Kawan Lama lies not merely in the verbal formula, but in its reminder that the Court must resist elevating ambiguous conduct or incomplete statements into a concluded admission of liability. If the alleged admission still leaves room for dispute as to the juridical basis of liability, the matter must go to trial.

That principle is reinforced by the decision of V.C. George J. in Perwira Habib (supra). There, an open letter offering payment by instalments was held insufficient to amount to the sort of unequivocal admission that would justify judgment under Order 27 Rule 3. His Lordship held, in substance, that the question is not whether there is some statement capable of being read as consistent with payment, but whether the Court is satisfied that it amounts to an unequivocal admission of liability. His Lordship’s observation that the words “I will pay” do not necessarily mean “I am legally obliged to pay” remains, in my respectful view, an important caution against conflating willingness to discharge a sum, or conduct consistent with settlement, with an admission of legal liability on the pleaded cause of action.

Applying those principles, I am unable to agree that the materials relied upon by the Respondent constituted the requisite admission in relation to the residuary claims. The Respondent’s case was that an admission could be gleaned from the unilateral payment of RM321,600 from certain paragraphs of the Defence, from the Appellant’s application for leave to make payment, from the solicitor’s letter dated 13 May 2025, and from the Appellant’s act of removing the Respondent as shareholder upon payment. That submission, however, moves too quickly from admission of payment to admission of legal liability for all the consequences said to flow from the pleaded breach. That leap is not justified.

The fundamental difficulty with the Respondent’s position is this. The Respondent’s cause of action was not merely a debt claim simpliciter. It was pleaded as a claim founded on breach of the two Subscription Agreements, with consequential prayers for interest and general damages. Once that is appreciated, the question ceases to be whether the Appellant eventually paid the sum of RM321,600. The real question then becomes whether the Appellant clearly admitted that it had breached the Subscription Agreements in the manner pleaded and that it was thereby liable, as a matter of law, for the claimed interest and damages. In my judgment, the answer is plainly no.

The reason is this. The Defence expressly took the position that the Appellant had not committed any breach of the Subscription Agreements in light of the various Court Orders and legal restraints affecting its ability to deal with its assets and make payment. The averments of breach were denied and that the Appellant contended that it did not commit any breach for reasons already pleaded in the Defence. That was not a “bare non-denial”. It was a positive legal answer to the allegation of breach. Whether that answer ultimately succeeds is another matter. But so long as that defence stands and is not inherently fanciful, it is impossible to say that liability for interest and damages has been clearly and unequivocally admitted.

It is also my view that the unilateral payment itself is able to cure that difficulty. Payment may prove that a sum was in fact transmitted. It may support an inference that the payer wished to regularise the position. It may even, in a proper case, support an inference that the debt itself was not disputed. But payment does not, without more, amount to a concluded admission that there had been a legally actionable breach on the pleaded dates, that no lawful excuse or impediment existed, and that consequential heads such as interest and general damages follow as of course. In the present case, those matters were precisely what the Appellant sought to contest. To hold otherwise would be to convert every eventual payment into an automatic confession of all pleaded legal consequences. That is not the law under Order 27 Rule 3.

The Respondent relied heavily on Yam Kong Seng (supra) for the proposition that Judicial Admissions in pleadings stand on a higher footing and may found judgment. That proposition is, of course, correct in its proper context. But Yam Kong Seng does not relieve the Court of the duty to identify exactly what has been admitted. An admission that a sum was due for repayment, or that payment was eventually made, is not the same as an admission that all pleaded ancillary heads, particularly those “sounding in breach”, interest and unliquidated damages, necessarily follow. Here, the pleaded defence did not amount to an admission of breach and did not amount to an admission of liability for interest and general damages. The ratio in Yam Kong Seng therefore does not carry the Respondent as far as he submits.

In my view, Affin Bank, Kawan Lama and Perwira Habib point decisively the other way. The present case was not one where all components of the cause of action had been admitted. At the very least, the juridical basis for the residuary claims remained disputed. Whether interest was payable depended on whether the Appellant’s inability or delay in making payment was legally excusable, or at least whether that issue required adjudication on a full consideration of the surrounding orders and events. Whether general damages could be awarded depended not only on proof of breach but also on proof of recoverable loss, causation, foreseeability and evidential sufficiency. Those are not merely arithmetical matters. They are classic trial issues.

I turn then to the interest claim. The Respondent contended that the Appellant had defaulted on the due dates under the Subscription Agreements and that the subsequent payment, after those dates, necessarily attracted interest. The Appellant, however, relied on the sequence of Court Orders and proceedings affecting its position: the appointment of Interim Liquidators, the stay order, the Appellant’s stance that leave of the Winding-Up Court was required, the filing of the leave application, the issuance of the statutory notice, the obtaining of the ex parte Fortuna Injunction, and the clarification ultimately given by the High Court on 13 May 2025 that leave was not required, following which payment was released the same day. Those facts were central to the Appellant’s explanation as to why, in its contention, it had not committed a breach warranting interest.

I express no concluded view at this stage on whether that defence will succeed at trial. That is precisely the point. The existence of that defence means that the interest claim cannot be treated as admitted. Whether the Appellant was truly incapacitated, whether its understanding of the need for leave was correct or mistaken, whether any delay in seeking clarification was unreasonable, and whether those facts excuse, mitigate or fail to answer the alleged breach are matters that require proper adjudication. They are not matters fit for final determination by way of Judgment on Admission. Indeed, Affin Bank specifically teaches that where liability turns on a question of law or mixed fact and law, Order 27 Rule 3 is not the appropriate vehicle. The interest claim in the present case falls squarely within that category.

The claim for general damages stands on even weaker footing from the Respondent’s standpoint. The Respondent asserted that a needed surgery had been delayed because of the delay in receipt of the redemption monies. But the evidential basis for this consisted essentially of a letter from a clinic which post-dated the application and the sufficiency of which was challenged. A claim for general damages for personal suffering said to arise from delayed contractual payment is plainly not something that can be assumed merely because a principal sum was later paid. Such a claim requires careful scrutiny as to remoteness, causation, whether the alleged loss arose naturally from the breach or was within the “contemplation of the parties”, and whether the medical evidence is credible and probative of the pleaded loss.

The Respondent sought to invoke Section 74(1) of the Contracts Act 1950, and cited authorities such as Bee Chuan Rubber Factory Sdn Bhd v Loo Sam Moi [1976] 2 MLJ 14 and Bank Bumiputra Malaysia Bhd Kuala Terengganu v Mae Perkayuan Sdn Bhd & Ors [1993] 2 MLJ 76. Those authorities undoubtedly affirm the orthodox principle that recoverable contractual compensation is confined to loss which naturally arose in the usual course of things or which may reasonably be supposed to have been in the contemplation of the parties at the time of contracting. But those principles do not assist the Respondent at the Order 27 of the Rules of Court 2012 stage. They merely underscore why the issue requires proof. Even if such damages are theoretically open in law, whether they are actually made out on the facts of this case is a matter requiring evidence. It cannot be said that the Appellant admitted that the Respondent’s medical condition, the postponement of surgery, and the alleged pain and suffering were all legally recoverable consequences of the delayed payment.

For the same reason, I am unable to accept that the order directing assessment of damages can stand merely because the principal sum was eventually paid. Assessment presupposes an established entitlement to damages. Here, entitlement itself was disputed. There was no unequivocal admission by the Appellant that general damages were payable. On the contrary, the Appellant squarely challenged the sufficiency and credibility of the evidential basis for such a claim. That alone takes the matter outside Order 27 Rule 3 of Rules of Court 2012.

As to costs, I accept that some costs had already been awarded in the Fortuna proceedings in the sum of RM15,000 and that those had been settled by the Appellant. Whether further costs should follow in the Sessions Court action, and if so to what extent, is best left to be determined by the trial court after adjudication on the merits. I therefore do not consider it appropriate to uphold the Sessions Court’s costs order founded upon a Judgment on Admission which, for the reasons I have given, ought not to have been entered.

Stepping back, the difficulty in the Sessions Court’s approach was that it treated the eventual payment of the Claimed Sum as if it necessarily answered every remaining issue in the Respondent’s favour. With respect, that was a misapplication of Order 27 Rule 3. The summary jurisdiction is engaged only where the admission leaves nothing material to be tried. Here, much remained to be tried: whether there was breach in law, whether the Appellant’s explanation based on the intervening Court Orders and winding-up context answered or qualified the alleged default, whether interest was therefore payable, whether general damages were legally and factually sustainable, and what order as to costs should ultimately follow. Those are not peripheral matters. They go to the heart of the remaining claim.

In the premises, I am satisfied that this is not a case of “clear, unambiguous, unconditional and unequivocal” admission within the meaning of Kawan Lama. Nor is it a case where “all the components” of the Respondent’s cause of action had been admitted within the meaning of Affin Bank. If the open letter in Perwira Habib was insufficient to justify judgment on admission, then, with respect, the materials in the present case are a fortiori insufficient to justify Judgment on Admission for the residuary heads that remained disputed.

I therefore hold that the learned Sessions Court Judge erred in invoking Order 27 Rule 3 against the Appellant. The appeal must accordingly be allowed. The order of the Sessions Court dated 12 September 2025 is set aside. The matter is remitted to the Sessions Court for adjudication on the merits of the remaining claims.

As for the principal sum of RM321,600, that part, is set aside in light of the payment already made.

Costs of this appeal and in the Court below to the Appellant. Dated the 5th day of April 2026 -sgd- ……………………………………………………………………… MUHAMMAD ADAM @ EDWARD BIN ABDULLAH Judicial Commissioner (Commercial Division NCC 4) High Court of Malaya In the Federal Territory of Kuala Lumpur, Malaysia Counsel for the Appellant : Tong Joe Jye Messrs. Munhoe Counsel for the Respondent : Datuk Ahmad Musthafi bin Mohamad Messrs. Hashim Amran Tabian Ahmad

Affin Bank Bhd v Successcom Enterprise Sdn Bhd [2009] 1 MLJ 36 2. Ahmad Saidi bin Md Isa v Timbalan Menteri Hal Ehwal & Ors [2006]

Bank Bumiputra Malaysia Bhd Kuala Terengganu v Mae Perkayuan Sdn Bhd & Ors [1993] 2 MLJ 76 4. Bar Council Malaysia v Tun Dato’ Seri Arifin bin Zakaria & Ors [2020] 4 MLJ 773 5. Bee Chuan Rubber Factory Sdn Bhd v Loo Sam Moi [1976] 2 MLJ 14 6. Husli @ Husly bin Mok v Superintendent of Lands and Surveys &

Kawan Lama Builders Sdn Bhd & Anor v Syarikat Lumut Quarry Sdn

Lee Engineering Sdn Bhd v Approach Network Sdn Bhd [2015] MLJU 1926 9. Mobikom Sdn Bhd v Inmiss Communications Sdn Bhd [2007] 3 MLJ 316; 3 CLJ 295 10. Perwira Habib Bank (M) Bhd v Hj Abdullah Hj Sulaiman & Anor [1985] 2 CLJ 489 (HC)

Vithal Kumar A/L Jayaraman v Azman bin Md Nor [2010] 2 MLJ 67

Yam Kong Seng & Anor v Yee Weng Kai [2014] 4 MLJ 478 (FC)

Section 74(1) of the Contracts Act 1950 2. Order 27 Rule 3 of the Rules of Court 2012 3.