Gan Leong Yong v Kelana Galian Sdn. Bhd (WA-12ANCvC-158-11/2025)

This is an appeal against the decision of the learned Sessions Court Judge delivered on 10 November 2025 dismissing the Appellant's application in Enclosure 86.

By Enclosure 86, the Appellant sought orders, inter alia, to set aside:

the Judgment Notice dated 5 February 2024; 17/07/2026 09:12:25 WA-12ANCvC-158-11/2025 Kand. 31 S/N g1x3NNmD5063pCem1tUxkg

the Penal Endorsement contained in the Judgment Debtor Summons ("JDS") Order dated 13 December 2023; and

the order dated 17 April 2025 granting substituted service of the said JDS Order.

Having considered the Record of Appeal, the Grounds of Judgment of the learned Sessions Court Judge, the affidavits filed by the parties, the written and oral submissions of learned counsel, as well as the authorities relied upon by both parties, this Court is of the respectful view that the appeal is devoid of merit and ought to be dismissed.

Here are the grounds of judgment.

The Appellant, Gan Leong Yong ("GLY"), was originally named as the Second Defendant in the Respondent's action against Usul Saujana Sdn Bhd ("the Judgment Debtor" or "the Company"). However, prior to the commencement of the trial, the Appellant successfully appealed against the refusal to strike out the claim against him. Consequently, the substantive action proceeded only against the Company.

Following a full trial, judgment was entered on 31 May 2022 in favour of the Respondent against the Company for the sum of S/N g1x3NNmD5063pCem1tUxkg RM700,000.00 together with costs. The judgment was entered solely against the Company.

As the judgment remained unsatisfied, the Respondent commenced JDS proceedings pursuant to Order 48 of the Rules of Court 2012 (“ROC 2012”).

During those proceedings, the Appellant attended Court in his capacity as a director of the Company and was examined regarding the Company's financial affairs.

Upon completion of the JDS proceedings, the learned Sessions Court ordered that the judgment debt be satisfied by monthly instalments of RM100,000.00 commencing on 13 January 2024 until full settlement. Subsequently, the sealed order was endorsed with a Penal Endorsement.

Thereafter, the Respondent issued a Judgment Notice against the Appellant and subsequently obtained an order for substituted service.

The Appellant thereafter filed Enclosure 86 seeking to set aside the Judgment Notice, the Penal Endorsement and the substituted service order. The learned Sessions Court dismissed that application, giving rise to the present appeal. S/N g1x3NNmD5063pCem1tUxkg

Although numerous grounds of appeal and extensive submissions have been advanced by both parties, this Court is of the considered view that the present appeal ultimately turns upon a narrower and more fundamental legal question.

The Appellant's principal contention is that having earlier succeeded in striking out the substantive action against him, he ought not subsequently to have been subjected to enforcement proceedings arising from a judgment entered solely against the Company.

The Respondent, on the other hand, contends that the Appellant's earlier removal from the substantive proceedings does not preclude the operation of the enforcement provisions contained in the ROC 2012 where the Appellant, as a director of the corporate Judgment Debtor, is the officer through whom compliance with the Court's order is expected to be secured.

In the respectful view of this Court, these competing positions require the Court to distinguish between substantive liability under a judgment and personal responsibility arising under the Court's enforcement jurisdiction.

It is this distinction which, in my judgment, lies at the heart of the present appeal. S/N g1x3NNmD5063pCem1tUxkg

It is trite that an appeal from the Sessions Court is by way of rehearing. Accordingly, this Court is under a duty to independently evaluate the evidence, the applicable law and the reasoning adopted by the learned Sessions Court Judge in order to determine whether the impugned decision ought to be affirmed or interfered with.

Nevertheless, where the decision appealed against involves the exercise of judicial discretion, appellate intervention is warranted only where it is shown that the learned judge misdirected himself or herself in law, acted upon wrong principles, failed to consider relevant matters, considered irrelevant matters, or reached a conclusion which is plainly wrong.

Guided by those well-established principles, this Court now turns to examine the issues arising in the present appeal.

The Central Issue Before This Court

Before considering the individual grounds advanced by the Appellant, this Court considers it necessary to identify the true legal issue arising in the present appeal. S/N g1x3NNmD5063pCem1tUxkg

Although considerable attention has been devoted by both parties to the validity of the Penal Endorsement, the Judgment Notice dated 5 February 2024 and the order for substituted service, this Court is of the respectful view that those matters cannot properly be determined in isolation.

In substance, the appeal raises a more fundamental question of law, namely whether a director, against whom no substantive judgment has been entered after he was struck out from the proceedings, may nevertheless become personally answerable under the Court's enforcement jurisdiction by virtue of the provisions contained in the ROC 2012.

In the respectful view of this Court, the answer to that question necessarily requires the Court to distinguish between two separate legal concepts which appear to have been conflated throughout the Appellant's submissions, namely:

liability under the substantive judgment; and

personal responsibility arising from the Court's enforcement jurisdiction.

Unless this distinction is first appreciated, the remaining issues concerning the Penal Endorsement, the Judgment Notice and the substituted service order cannot properly be analysed. S/N g1x3NNmD5063pCem1tUxkg

The Distinction Between Substantive Liability and

There is no dispute that the Appellant successfully appealed against the refusal to strike out the claim against him in the substantive action. Consequently, no judgment was ever entered against the Appellant personally.

The judgment dated 31 May 2022 was entered solely against Usul Saujana Sdn. Bhd., being the Judgment Debtor.

To that extent, the Appellant is entirely correct in submitting that he is not personally liable under the judgment entered in the substantive proceedings.

However, with respect, that does not conclude the present appeal.

The question before this Court is not whether the Appellant remains liable for the judgment debt. Rather, the question is whether, notwithstanding the absence of such substantive liability, the Appellant may nevertheless become personally answerable during the enforcement process by reason of his position as a director of the corporate Judgment Debtor.

In the respectful view of this Court, those are fundamentally different legal enquiries. S/N g1x3NNmD5063pCem1tUxkg

The former concerns the determination of civil liability arising from the Respondent's cause of action.

The latter concerns the Court's jurisdiction to enforce compliance with its own orders once judgment has been entered.

The Appellant's submissions, with respect, proceed upon the premise that because he was no longer personally liable under the substantive proceedings, no subsequent enforcement mechanism could lawfully involve him.

This Court is unable to agree with that proposition.

Why the Rules Permit Enforcement Against Directors

A company is a separate legal person. Equally, however, a company is incapable of acting except through the natural persons entrusted with the management and control of its affairs.

Consequently, where the Court makes an order directing a corporate judgment debtor to perform an act, compliance with that order necessarily depends upon those who are responsible for directing and managing the affairs of the company.

It is for that reason that the ROC 2012 recognise that, in appropriate circumstances, the Court's enforcement jurisdiction may extend beyond the corporate entity itself to those officers through whom the company acts. S/N g1x3NNmD5063pCem1tUxkg

Such enforcement does not render the director personally liable for the underlying judgment debt.

The debt remains that of the corporate judgment debtor.

Rather, the Rules recognise that a director may, in appropriate circumstances and subject to compliance with the prescribed procedural safeguards, become personally answerable to the Court where the company fails to comply with a court order capable of attracting the Court's enforcement jurisdiction.

In other words, the director's exposure does not arise because he is himself a judgment debtor. It arises because the law recognises that a company can only comply with a court order through those who control and direct its affairs.

Effect of the Earlier Striking-Out Order

Against that legal framework, this Court is unable to accept the Appellant's submission that the earlier order striking out the claim against him necessarily immunised him from all future enforcement proceedings.

The earlier appellate decision determined only that the Appellant was not personally liable in respect of the Respondent's substantive cause of action. S/N g1x3NNmD5063pCem1tUxkg

It did not determine, nor was it called upon to determine, whether the Appellant might subsequently become subject to the Court's enforcement jurisdiction in his capacity as a director of the corporate Judgment Debtor.

Those are distinct legal questions governed by different legal principles.

Accordingly, the Court is unable to accept the proposition that the Appellant's earlier success in the substantive proceedings, without more, precluded the Respondent from invoking the enforcement provisions contained in the ROC 2012.

The proper enquiry therefore is not whether the Appellant had earlier been struck out from the substantive proceedings, but whether the Respondent had lawfully invoked the enforcement mechanism prescribed by the ROC 2012 before seeking to proceed against the Appellant personally.

Application of the Principles to the Present Appeal

Having established the applicable legal principles, this Court now turns to consider whether the Respondent lawfully invoked the Court's enforcement jurisdiction against the Appellant.

The Appellant's principal complaint is that, having successfully obtained an order striking out the claim against him in the substantive proceedings, he should not subsequently have been S/N g1x3NNmD5063pCem1tUxkg subjected to enforcement measures arising from a judgment entered solely against the corporate Judgment Debtor.

This Court appreciates the basis upon which the Appellant advances that contention. Viewed solely from the perspective of the substantive proceedings, it is understandable why the Appellant maintains that he should no longer bear any personal responsibility once the claim against him had been struck out.

However, with respect, that submission overlooks the distinction which this Court has earlier drawn between liability under the substantive judgment and responsibility arising during the enforcement of that judgment.

The Appellant's earlier success on appeal determined only that he was not personally liable for the Respondent's cause of action. It did not determine the separate question whether, in his capacity as a director of the corporate Judgment Debtor, he might subsequently become answerable to the Court during the enforcement process where the ROC 2012 expressly contemplate such a possibility.

The Court is therefore unable to accept the proposition that the striking out order, by itself, operated as a complete bar against every subsequent enforcement measure involving the Appellant. S/N g1x3NNmD5063pCem1tUxkg

The JDS Proceedings

Following the judgment entered against the Company, the Respondent commenced JDS proceedings pursuant to Order 48 of the ROC 2012 for the purpose of examining the financial position of the corporate Judgment Debtor.

It is not disputed that the Appellant attended those proceedings in his capacity as a director of the Company and participated in the examination concerning the Company's financial affairs.

Upon completion of those proceedings, the learned Sessions Court ordered that the judgment debt be satisfied by monthly instalments of RM100,000.00 commencing on 13 January 2024 until full settlement.

In the opinion of this Court, that order was not made against the Appellant as a judgment debtor. It remained an order directed to the corporate Judgment Debtor.

However, as already explained, a company can only comply with such an order through those entrusted with its management and control.

Consequently, the mere fact that the Appellant was no longer a defendant in the substantive proceedings did not, without more, prevent the Court's enforcement jurisdiction from operating in accordance with the ROC 2012. S/N g1x3NNmD5063pCem1tUxkg

The Appellant's Reliance Upon His Earlier Striking-Out

Much emphasis has been placed by the Appellant upon the fact that he had earlier succeeded in striking out the claim against him.

This Court accepts that the earlier appellate decision forms an important part of the procedural history of this litigation. Nevertheless, the legal effect of that decision should not be overstated.

The earlier appeal determined only the Appellant's position in relation to the substantive cause of action.

It did not determine the subsequent rights and obligations arising during the execution of a judgment entered against the corporate Judgment Debtor. Nor did it purport to exclude the operation of the enforcement provisions contained in the ROC 2012 should the circumstances prescribed by those Rules subsequently arise.

Accordingly, this Court is unable to accept the Appellant's submission that the earlier striking-out order necessarily rendered every subsequent enforcement step directed at him legally impermissible. S/N g1x3NNmD5063pCem1tUxkg

Whether the Respondent Acted Outside the ROC 2012

Once it is accepted that the ROC 2012 recognises circumstances in which a director may become personally answerable during the enforcement process, the remaining question is whether the Respondent acted outside those Rules.

Having carefully examined the chronology of events, the affidavits filed in support of and in opposition to Enclosure 86, the Grounds of Judgment of the learned Sessions Court, and the submissions of both parties, this Court is not persuaded that the Appellant has demonstrated any error of law or principle which would justify appellate intervention.

The Appellant participated in the JDS proceedings. He was fully aware of the instalment order subsequently made by the Court.

Thereafter, when the Respondent sought to invoke the subsequent enforcement process, the Appellant exercised his right to challenge those measures by filing Enclosure 86.

The learned Sessions Court considered those objections before dismissing the application.

Having independently reviewed the entire record, this Court is unable to conclude that the learned Sessions Court misdirected itself either in law or in principle in refusing to set aside the impugned orders. S/N g1x3NNmD5063pCem1tUxkg

The Penal Endorsement

In the circumstances, this Court does not accept the Appellant's submission that the Penal Endorsement was invalid merely because he had earlier ceased to be a defendant in the substantive proceedings.

Whether or not the Penal Endorsement ultimately forms the basis of future contempt proceedings is not a question presently before this Court.

Likewise, issues concerning the Appellant's ability to comply with the instalment order, the existence of any wilful disobedience, or whether contempt is ultimately established are matters which arise only if and when committal proceedings are instituted.

The present appeal is confined to whether the learned Sessions Court erred in refusing to set aside the impugned enforcement measures.

For the reasons already stated, this Court is satisfied that the Appellant has failed to establish any basis warranting appellate interference with the decision of the learned Sessions Court. S/N g1x3NNmD5063pCem1tUxkg

The Appellant's Procedural Complaints

The Appellant further contended that the enforcement process was procedurally flawed, particularly in relation to the inclusion of the Penal Endorsement, the issuance of the Judgment Notice, and the chronology relating to the service of the JDS Order and the subsequent order for substituted service.

These matters were fully canvassed before the learned Sessions Court and were again extensively argued before this Court. The Respondent, both before the learned Sessions Court and in the present appeal, provided detailed answers to each of those complaints and maintained that the impugned steps formed part of the lawful enforcement process undertaken pursuant to the perfected JDS Order.

Having independently considered the Record of Appeal, the Grounds of Judgment, and the parties' respective submissions, this Court is not persuaded that the Appellant has demonstrated any material procedural irregularity or any error of law on the part of the learned Sessions Court which would justify appellate intervention. Those complaints, whether considered individually or collectively, do not alter this Court's conclusion on the central issue in this appeal. S/N g1x3NNmD5063pCem1tUxkg F.

This appeal has, in substance, proceeded upon the premise that because the Appellant had earlier succeeded in striking out the substantive claim against him, he could no longer become subject to any enforcement process arising from the judgment subsequently entered against the corporate Judgment Debtor.

For the reasons set out above, this Court is unable to accept that proposition.

The earlier striking-out order determined only that the Appellant was not personally liable under the Respondent's substantive cause of action. It did not determine the separate question whether the Appellant might subsequently become personally answerable under the Court's enforcement jurisdiction by virtue of the provisions contained in the ROC 2012.

The ROC 2012 recognise that where a corporate judgment debtor is required to comply with a court order, the Court's enforcement jurisdiction may, in appropriate circumstances and subject to compliance with the applicable procedural requirements, extend to those officers responsible for directing and controlling the affairs of the company. Such enforcement does not render the director personally liable for the underlying judgment debt. Rather, it reflects the principle that a company can only comply with the Court's orders through the natural persons entrusted with its management. S/N g1x3NNmD5063pCem1tUxkg

Having carefully considered the entire Record of Appeal, the Grounds of Judgment of the learned Sessions Court, the parties' submissions and the authorities relied upon, this Court is satisfied that the learned Sessions Court committed no error of law or principle in dismissing Enclosure 86.

This Court would emphasise that the present decision should not be understood as diminishing the legal effect of the earlier order striking out the Appellant from the substantive proceedings. That order remains entirely effective in determining that the Appellant is not personally liable under the Respondent's substantive cause of action.

The present decision is concerned only with the distinct question whether, in the circumstances of this case, the ROC 2012 permit the Court's enforcement jurisdiction to operate against the Appellant in his capacity as a director of the corporate Judgment Debtor. Those two questions are conceptually and legally distinct, and it is that distinction which ultimately determines the outcome of this appeal.

Accordingly, the appeal is dismissed. The decision of the learned Sessions Court dated 10 November 2025 is affirmed. Costs of RM5000.00 are awarded to the Respondent, subject to allocatur. S/N g1x3NNmD5063pCem1tUxkg Dated: 16th July 2026 …………………………………………….. (YA PUAN MAHAZAN BINTI MAT TAIB) JUDGE HIGH COURT OF MALAYA KUALA LUMPUR Counsel for The Appellant : Syazatul Akhyar Messrs. Abu Hassan & Assoc. (Klang) Advocates & Solicitors Counsel for The Respondent : David Yii Hee Kiet Messrs. Ck Lim Law Chambers (Kuala Lumpur) Advocates & Solicitors S/N g1x3NNmD5063pCem1tUxkg