Johor Land Berhad v Aishaton Binti Abu Bakar (JA-22NCvC-14-01/2023)

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ZAINUL RIJAL BIN ABU BAKAR …DEFENDANTS GROUNDS OF JUDGMENT 27/01/2026 09:10:29

This is the Plaintiff’s claim against the 1st to 3rd Defendants (“D1– D3”), who at the material time practised as advocates and solicitors under the firm name Zainul Rijal Talha & Amir (“ZRTA”). The Plaintiff’s claim concerns stakeholder monies said to have been received and held by ZRTA as stakeholder solicitors in relation to certain residential units in the Plaintiff’s development projects, namely Amelia 2, and later Amelia 1 and Daphne.

In essence, the Plaintiff contends that ZRTA was appointed as stakeholder solicitors to receive and hold stakeholder sums and that matured stakeholder sums were not remitted to the Plaintiff as required. The Plaintiff claims, inter alia, RM1,439,022.89 (after set-off), together with interest and costs.

The Plaintiff’s action was originally commenced against four Defendants. On 6 August 2024, upon the application of the 4th Defendant, the Court granted the application to strike out the Plaintiff’s claim against the 4th Defendant. The proceedings thereafter continued only against D1 to D3.

In summary, the Defendants deny liability. D1 contends that the Plaintiff has not proved a valid appointment/acceptance as stakeholder or the alleged outstanding sum and that the Plaintiff’s demand and computation are not properly supported. D2 and D3 maintain that they had no knowledge of or participation in the alleged stakeholder arrangement, that the relevant account S/N 6URqlbwtp0e8rlvBanWxsA dealings were not within their control and that any obligation (if established at all) is not attributable to them.

The trial was conducted over three days, from 10 November 2025 to 12 November 2025. The Plaintiff called three witnesses, namely– No Name Position

Bainur binti Alphatana Branch Manager Bank Muamalat Malaysia Berhad, Kebun Teh Branch SP1

Baharudin bin Abdul Karim Branch Manager Bank Muamalat Malaysia Berhad, Johor Jaya Branch SP2

Siti Hawa binti Talib Deputy Manager Johor Land Group Project Sdn Bhd SP3

D1 was unrepresented and gave evidence before the Court on 12 November 2025. D2 and D3 were represented by the same counsel and also testified on the same day. No other witnesses were called for the Defendants.

On the last day of the trial (12 November 2025), the parties agreed that the submission be disposed of by way of written submissions only and that no oral submissions were required. The Court accordingly directed that written submissions be filed by 3 December 2025 and any reply by 12 December 2025. The matter S/N 6URqlbwtp0e8rlvBanWxsA was then fixed for decision today, and the Court now delivers its decision.

The Plaintiff is a property developer. D1–D3 are advocates and solicitors who, at the material time, practised under the firm name Zainul Rijal Talha & Amir (“ZRTA”), albeit operating from different branches, namely Johor (D1), Shah Alam (D2) and Temerloh (D3).

The Plaintiff developed, among others, the residential projects known as Amelia 2 and later Amelia 1 and Daphne. In respect of certain units in those projects, the Plaintiff alleges that ZRTA was appointed as stakeholder solicitors under the relevant sale and purchase agreements (“SPAs”) / appointment arrangements.

Under the stakeholder arrangement pleaded by the Plaintiff, a portion of the purchase price (said to be 5%) was to be received and held by the stakeholder solicitors and released to the Plaintiff in accordance with the agreed trigger(s) and timing mechanism. The Plaintiff’s case is that the relevant stakeholder sums were received into ZRTA’s client account(s), that portions of those sums had matured, but that the matured sums were not remitted to the Plaintiff as required.

The Plaintiff therefore claims RM1,439,022.89 (after set-off), together with interest and costs.

The Defendants deny liability. In summary, D1 disputes, among others, the alleged appointment/acceptance and receipt of the stakeholder monies and challenges the Plaintiff’s computation and particulars. D2 and D3 deny knowledge and involvement, emphasise the firm’s internal branch arrangements and separate control of accounts, and contend that any dealings (if any) were confined to D1/the Johor branch and are not attributable to them.

On the last day of trial, the Court directed that written submissions be filed by 3 December 2025 and any reply by 12 December 2025. The Plaintiff filed its reply submissions together with a bundle of authorities on 15 December 2025, three days out of time (Enclosures 131, 132 and 133). The late filing was strongly objected to by D1 via a letter in Enclosure 136 as well as Notice of Application in Enclosure 134.

This Court notes that no explanation was provided at the time of the late filing. The only explanation came later by way of an affidavit in reply (Enclosure 137) to D1’s supporting affidavit filed in Enclosure 134, filed on 22 December 2025 at 5.33 p.m.

Prior to the Affidavit in Enclosure 137, there was likewise no application, whether before the deadline or contemporaneously with the late filing, for an extension of time or for leave to file out of S/N 6URqlbwtp0e8rlvBanWxsA time. Counsel did not write to the Court to seek directions before filing beyond the time fixed. The timeline was clear and was agreed to in open court.

Enclosure 137 states that the solicitor in charge was unwell at the material time when preparing the reply submissions. However, no medical certificate or medical report was exhibited to Enclosure 137 in support of that assertion. In addition, this Court notes that throughout the trial, the Plaintiff was represented by two solicitors/counsel from Messrs. Abdul Rahman Saad & Associates, Pn Rohana and Zainul Shazwani. Even if the lead counsel or solicitor in charge (ie Pn Rohana) was unwell, the Plaintiff was not left without representation, there was Zainul Shazwani and there was no reason why a timely application for extension of time (or leave to file out of time) could not have been made before the deadline, or why compliance with the Court’s direction could not have been ensured through the other solicitor/counsel. In the circumstances, the explanation in Enclosure 137 does not satisfactorily justify the late filing.

The purpose of the Court’s direction was to ensure that the matter could be administered efficiently and fairly. Where a case is to be disposed of on written submissions without oral submissions, adherence to the filing sequence is particularly important so that the Court may consider the parties’ arguments in an orderly way and so that the opposing party is not prejudiced by last-minute material.

Court directions are not optional. If parties were permitted to disregard timelines at their own election, the Court’s case management function would be undermined and the conduct of proceedings would effectively be dictated by counsel rather than by the Court. The Court is not prepared to adopt an approach where directions are made only to be ignored and then retrospectively regularised without any application or explanation.

To allow the late filing in these circumstances would risk setting an undesirable precedent. It would signal that deadlines may be ignored without consequence, thereby encouraging further non-compliance and eroding the discipline required for the fair administration of justice. The Court must therefore give effect to its directions.

In the circumstances, the Court rejects the Plaintiff’s reply submissions and the accompanying bundle of additional authorities filed together with those replies and places no reliance on them in reaching this decision (Enclosures 131, 132 and 133).

This ruling does not shut the Plaintiff out. The Court has considered the Plaintiff’s evidence adduced at trial and the Plaintiff’s main written submissions filed earlier, together with the Defendants’ written submissions filed in accordance with the Court’s directions.

Given the Court’s determination that Enclosures 131, 132 and 133 are rejected and disregarded, D1’s Notice of Application (Enclosure 134) is academic in the sense that the substance of the S/N 6URqlbwtp0e8rlvBanWxsA relief sought has already been addressed by this ruling. The Court therefore makes no separate order on Enclosure 134. Issues for determination

This Court notes that there were two sets of “issues to be tried” filed on the record.

First, the Plaintiff filed Issues to be Tried Between the Plaintiff and the Defendants (Enclosure 86). In summary, Enclosure 86 raises–

whether ZRTA was appointed as stakeholder solicitors for the Plaintiff in respect of the identified units (Amelia 1, Amelia 2 and Daphne) pursuant to letters dated 19.7.2017 and 10.10.2019;

whether the Defendants had breached their obligations under those appointment arrangements by failing to release the stakeholder sums in full;

whether part payment of RM350,000.00 was released;

whether the Plaintiff is entitled to the balance sum of RM1,439,022.89 together with fixed deposit profit; and

whether D1–D3, as partners of ZRTA, are jointly and severally liable for that balance and profit.

Second, D1 filed a separate set of issues entitled Issues to be tried (1st Defendant) (Enclosure 92). Enclosure 92 is framed more specifically around D1’s case and is expressed in a conditional manner. It asks whether there was a contract/agreement appointing D1 as stakeholder. If not, whether D1 is nonetheless liable. And if yes, whether D1 gave any confirmation as to the receipt of stakeholder sums and whether the Plaintiff’s claimed amount is correct. It also raises whether there was non-payment/breach by D1 and whether D1 received the letter(s) of appointment and signed the acceptance.

In essence, while Enclosure 86 presents the issues at a broader level as between the Plaintiff and all Defendants (including partner liability and entitlement to the balance sum), Enclosure 92 breaks down D1’s position into more specific sub-issues directed to appointment/acceptance, confirmation/receipt, accuracy of quantum, and breach.

Having considered the issues in Enclosure 86 and Enclosure 92, together with the pleadings, the evidence adduced at trial and the written submissions properly before the Court, this Court reformulates the issues for determination into five main categories as follows –

Appointment or stakeholder terms Whether ZRTA (and/or any of D1–D3) was appointed as stakeholder solicitors for the relevant units/projects (including whether the appointment letters dated 19.7.2017 and

10.10.2019 were received and accepted) and if so, what obligations arose under that stakeholder arrangement, including the contractual triggers and timing for any release of stakeholder monies.

Receipt / holding in client accounts Whether the stakeholder monies were in fact paid into and held in ZRTA’s client accounts as alleged and the evidential effect and weight to be attached to the primary documents relied upon, including financiers’ notifications/remittances, any confirmations said to have been issued by ZRTA/D1, and the bank evidence adduced.

Breach / non-remittance Whether the Defendants failed to remit matured stakeholder monies to the Plaintiff when due (including the issue of any part release such as RM350,000.00) and whether any explanation advanced provides a legally recognised answer to liability.

Attribution of liability between D1 and D2/D3 If liability is established in respect of the stakeholder monies, whether D1 is liable on the facts found; and whether, notwithstanding D2 and D3’s “no knowledge/no involvement/branch autonomy” case D2 and D3 are liable as partners of ZRTA for the obligations found to be owed to the Plaintiff.

Quantum / interest Whether the Plaintiff has proved the sum claimed (including any set-off and any claim for profit/interest as pleaded) and if liability is established, the appropriate orders as to interest.

In the course of the trial, at least two objections were raised by the parties. This Court has instructed the parties to address the objections in the submission at the end of the trial. The objections and my ruling are as follows.

(A) Admissibility of bank statements (Exhibits P1 and P2)

During the trial, the Plaintiff tendered two bank statements from Bank Muamalat Malaysia Berhad (“BMMB”), namely the statement for Account No. 01010003154713 (BMMB Kebun Teh Branch) marked as Exhibit P1 and the statement for Account No. 01030002299716 (BMMB Johor Jaya Branch) marked as Exhibit

The objection taken by D1 was that these statements should not be received because the Plaintiff did not first make any application for discovery of documents/"penzahiran" dokumen prior to the trial.

Specifically, D1 (and similarly D2-D3) contended that Exhibits P1 and P2 were produced by way of subpoena without prior disclosure, contrary to Order 24 rule 7A of the Rules of Court 2012 and relied on Protasco Bhd v Tey Por Yee & Anor and another appeal [2021] MLJU 1756. They also referred to the Personal Data Protection Act 2010 [Act 709] in objection to the production of the bank statements.

This Court is not persuaded that these objections require the exclusion of P1 and P2. This Court does not accept that the absence of a prior discovery application, by itself, renders relevant documents inadmissible. The question before the Court is the admissibility and evidential weight and whether any real prejudice arises that cannot be addressed through the ordinary trial process.

Here, the bank statements were produced during the trial through the bank evidence process by SP1 and SP2, bank representatives with responsibility for the accounts concerned. The Defendants had the opportunity to object, to test authenticity and reliability through cross-examination and to address the evidential value of the statements in submissions.

In these circumstances, any complaint about non-compliance with pre-trial disclosure, even if established, goes primarily to case management and prejudice. It does not automatically render relevant evidence inadmissible. Exclusion would be a disproportionate response. Any remaining concern about the probative value of the statements goes to weight, not admissibility.

Further, this Court does not accept that Act 709 operates to prevent a court from receiving relevant evidence in judicial proceedings.

D1 also raised an objection based on Schedule 11 of the Islamic Financial Services Act 2013 [Act 759], contending that the bank is prohibited from disclosing customer information. This objection is similarly rejected. Schedule 11 of Act 759 provides for exceptions to the secrecy obligation, including disclosure pursuant to a court order or where the disclosure is for the purpose of any civil proceedings. The bank statements were produced pursuant to subpoena in these civil proceedings, which fall within the permissible exceptions under Act 759. The objection, therefore fails.

D1 further contended that bank statements are not "banker's books" within the meaning of the Bankers' Books (Evidence) Act 1949 [Act 33] and that Section 7 of Act 33, which empowers the court to order disclosure of a "buku jurubank", should have been invoked through a proper application under Order 24 of the Rules of Court 2012 (“ROC 2012”).

This objection is rejected. Act 33 provides a specific statutory mechanism for proving entries in banker's books by means of certified copies, without requiring the production of the original books. It is a facilitative statute that provides an additional method of adducing banking evidence. It does not prescribe the exclusive method. The absence of an application under the Act 33 does not preclude a party from adducing banking evidence through other S/N 6URqlbwtp0e8rlvBanWxsA admissible means, including through a bank witness called to produce and verify bank records.

Here, the bank statements (Exhibits P1 and P2) were produced by SP1 and SP2, bank witnesses who had responsibility for the accounts and who were available for cross-examination. The authenticity and reliability of the statements could be tested through the ordinary trial process. In these circumstances, the objection under Act 33 does not render the bank statements inadmissible. The statements are admitted and their evidential weight has been assessed together with the totality of the evidence.

Accordingly, Exhibits P1 and P2 are admitted and the Court will assess their weight together with the totality of the evidence under Issue (b) (receipt/bank evidence/documents).

(B) Objection to D1’s Additional Witness Statement (Enclosure 115 : WS-SD1(B), Q3–Q7)

The Plaintiff objected to portions of D1’s Additional Witness Statement (Enclosure 115), particularly Q&A no 3 to 7, on the grounds that the matters there were not pleaded in D1’s Defence.

This Court accepts as a general principle that parties are bound by their pleadings and evidence that introduces a wholly new case or a distinct affirmative defence not pleaded should not be used to S/N 6URqlbwtp0e8rlvBanWxsA decide the dispute, especially where it causes prejudice and deprives the other party of a fair opportunity to meet it.

However, this Court is of the view that the content of Q&A no 3-7 in Enclosure 115 is, in substance, directed to matters that are already at the heart of the dispute, namely, the adequacy of the Plaintiff’s particulars, the identification of the alleged stakeholder payments and the practical basis on which D1 says she could verify whether monies said to be “stakeholder monies” were, in fact, referable to the Plaintiff’s claim. Read fairly, it does not introduce a new cause of action or a separate legal defence. Rather, it forms part of D1’s response to the Plaintiff’s allegations regarding receipt, identification, and computation.

In addition, the Plaintiff had the opportunity at trial to challenge D1 on these assertions and to meet them with its own evidence. There is therefore no unfairness of the type that would justify excluding the evidence outright.

Accordingly, Enclosure 115 is received as part of the evidential record. That said, to the extent that any part of Enclosure 115 is relied upon to advance a new affirmative defence that was not pleaded, the Court will not treat it as establishing such a defence. The Court will evaluate the relevant portions only for what they properly are evidence going to the factual questions of receipt/identification/computation and credibility, to be assessed under relevant issues raised in this proceeding.

At the outset, I remind myself that the Plaintiff bears the legal burden of proof under sections 101-103 of the Evidence Act 1950 [Act 56] and must establish its pleaded case on a balance of probabilities.

The Court’s task is to evaluate the evidence as a whole, including contemporaneous documents and the inherent probabilities and to avoid findings based on conjecture. (see : Ranggong AK Jenau & Ors v BLD Resources Sdn Bhd & Ors and another appeal [2017] 5 MLJ 700). In that evaluative exercise, the Court may place particular weight on reliable primary documents, including banking records where relevant, assessed together with the oral testimony. (see : Protasco Bhd v. Tey Por Yee & Anor and Other Appeals [2021] 9 CLJ 349 and Bank Islam Malaysia Berhad v Lim Kok Hoe and Anor [2009] MLJU 721)

This Court also bears in mind that this is a claim arising from alleged stakeholder obligations. The Court therefore, must examine carefully the following –

whether the Defendants (through the firm) were appointed as stakeholder;

whether monies were received into the stakeholder/client account;

whether the contractual trigger(s) for release had occurred; and

whether the monies were duly released/accounted for. Issue (a) – Appointment or stakeholder terms Whether ZRTA (and/or any of D1–D3) was appointed as stakeholder solicitors for the relevant units/projects (including whether the appointment letters dated 19.7.2017 and 10.10.2019 were received and accepted) and if so, what obligations arose under that stakeholder arrangement, including the contractual trigger(s) and timing for any release of stakeholder monies.

In general, a stakeholder obligation in conveyancing practice ordinarily arises from the transaction documents (including the SPA) and/or the appointment arrangements between the developer and the stakeholder solicitor. Where the stakeholder solicitor receives monies as stakeholder, the monies are held for the contractual purpose and must be dealt with strictly in accordance with the agreed terms and triggers for release.

Hence, appointment and scope are questions of fact to be determined from the totality of the evidence through the SPA structure, letters, the parties’ course of dealings and contemporaneous conduct.

The Plaintiff’s evidence, in particular, SP3 is that the Plaintiff appointed ZRTA as stakeholder solicitors by letters dated 19.7.2017 for Amelia 2 and 10.10.2019 for Amelia 1 and Daphne and that the stakeholder arrangement followed the SPA mechanism where 5% is held as stakeholder with staged release (2.5% after 8 months; 2.5% after 24 months), as reflected in the SPA structure/schedules relied and showned on at trial.

D1 or DW1’s position was that she did not receive the appointment letters and there was no signed acceptance/acknowledgment. DW1 also emphasised the manner in which the correspondence was addressed (“untuk perhatian”/branch-based) in disputing that any appointment was to the firm as such.

On this point, this Court also considers the subsequent correspondence relied upon by the Plaintiff in late 2021 or early 2022, in which ZRTA referred to internal bank account/partnership administration (including following the death of a partner) and sought time before addressing release/payment matters. This, in this Court’s judgment, forms part of the surrounding circumstances relevant to whether the stakeholder arrangement was being treated as subsisting.

Accessing the evidence as a whole, this Court accepts that ZRTA was appointed as stakeholder solicitors for the relevant projects. The Court’s reasons are as follows –

first, the Plaintiff’s evidence on the stakeholder structure (5% stakeholder; staged release after 8 and 24 months) is S/N 6URqlbwtp0e8rlvBanWxsA consistent with the transaction framework and the documentary trail relied upon at trial;

second, DW1’s denial on “receipt/acceptance” is not, on its own, sufficient to displace the overall probability arising from the surrounding contemporaneous conduct. The correspondence from ZRTA in late 2021/early 2022 (seeking time due to partnership/bank/account issues) is difficult to reconcile with the proposition that there was simply no stakeholder appointment or obligation at all. The more probable inference is that the firm was aware that stakeholder monies were being held and that issues affecting release/payment were being managed internally; and

third, the appointment, if established, is properly understood as an appointment to the firm (ZRTA) as the external counterparty in the conveyancing transactions. This Court addresses below (under Issue (d)) the significance of the Defendants’ internal “branch autonomy” arrangement. But at the level of appointment, what matters is how the firm held itself out and how the Plaintiff dealt with it in the transactions.

D1 submitted that the acceptance of the stakeholder appointment was not "absolute and unqualified" as required under section 7(a) of the Contracts Act 1950 [Act 136], relying on Tan Sri Dato Dr Lau Ban Tin v Standard Chartered Bank (M) Bhd [2020] MLJU

Specifically, D1 contended that the confirmation letters dated 14.02.2019 and 12.02.2020 referred to a letter dated 27.01.2019 and not to the appointment letters dated 19.07.2017 S/N 6URqlbwtp0e8rlvBanWxsA and 10.10.2019, thereby suggesting that there was no valid acceptance of the stakeholder arrangement.

This Court does not accept this submission. The principle that acceptance must be "absolute and unqualified" under section 7(a) of Act 136 applies to the formation of contracts through offer and acceptance in the classical sense. It requires that the acceptance must mirror the terms of the offer without introducing new conditions or variations. However, the question of whether a stakeholder arrangement was established is not determined solely by reference to a single pair of "offer" and "acceptance" documents. Rather, the Court examines the totality of the evidence, including the course of dealings between the parties, the contemporaneous conduct and the surrounding circumstances.

The cases relied upon by D1 are distinguishable. In Tan Sri Dato Dr Lau Ban Tin, the High Court was concerned with whether there was a concluded agreement where the purported acceptance introduced new or different terms. The High Court made reference to Seni Jaya Sdn Bhd & Anor v Dato' Hj Ahmad Tarmizi Hj Puteh & Anor [2019] 1 CLJ 713. The issue was whether the acceptance was conditional or qualified. In neither case was the court dealing with a situation where, as here, the existence of a stakeholder arrangement is evidenced not merely by formal letters of appointment and acceptance, but by a course of conduct spanning several years, including the actual receipt of stakeholder monies into the firm's client account, the issuance of correspondence acknowledging the arrangement, and the partial release of funds.

As for the discrepancy in dates between the confirmation letters (referring to 27.01.2019) and the appointment letters (dated 19.07.2017 and 10.10.2019), this Court does not find this to be fatal to the Plaintiff's case. Documentary references in conveyancing practice are not always perfectly aligned, particularly where correspondence flows through multiple channels over an extended period. What matters is whether, on the totality of the evidence, a stakeholder arrangement was understood and acted upon by the parties. Here, the contemporaneous conduct, including ZRTA's receipt of stakeholder monies, its correspondence in late 2021/early 2022 acknowledging the arrangement and seeking time to address release matters, and the partial payment of RM350,000.00, sufficiently demonstrates that both parties treated the stakeholder arrangement as subsisting. The discrepancy in dates is a matter of imprecise referencing, not evidence that no arrangement existed.

For these reasons, D1's submission on "absolute and unqualified acceptance" is rejected. The stakeholder arrangement was established on the totality of the evidence and the Plaintiff is not required to prove a textbook "offer and acceptance" sequence where the surrounding conduct and contemporaneous dealings clearly establish the arrangement.

In conclusion, this Court is satisfied that ZRTA’s stakeholder role existed and that the stakeholder obligations included holding stakeholder monies and releasing them in accordance with the agreed timing mechanism upon the relevant trigger(s).

Accordingly, issue (a) is answered in the Plaintiff’s favour. ZRTA was appointed as stakeholder solicitors for the relevant units/projects and the stakeholder obligation (including staged release in accordance with the transaction mechanism) arose.

D1 questioned whether Nik Jamilah Binti Nik Abdullah, who signed the appointment letters, should have been called as a witness. While Nik Jamilah was not called, in my judgment, the absence of this witness is not fatal to the Plaintiff's case. The contemporaneous documentary trail, the subsequent correspondence acknowledging the stakeholder arrangement and the bank evidence showing receipt of stakeholder sums into ZRTA's client account collectively establish the appointment on a balance of probabilities. The Plaintiff is not required to call every potential witness. It is sufficient if the evidence adduced proves the case.

D1 further submitted that adverse inference under section 114(g) of the Evidence Act 1950 [Act 56] should be drawn against the Plaintiff for (a) not calling Nik Jamilah binti Nik Abdullah who signed the appointment letters and (b) not producing certain documents earlier and not amending pleadings to include new documents. D1 argued that the burden should not shift to the Defendants to disprove the claim.

On the first point, I have addressed this above. The absence of Nik Jamilah as a witness is not fatal to the Plaintiff's case. The test is not whether every potential witness was called, but whether the S/N 6URqlbwtp0e8rlvBanWxsA evidence adduced is sufficient to prove the case on a balance of probabilities. Where, as here, the contemporaneous documentary trail and the subsequent conduct of the parties establish the appointment, the Plaintiff is not required to call the signatory of each document.

On the second point, the late production of documents during trial does not automatically attract an adverse inference against the party producing them. Section 114(g) of Act 56 provides that the court may presume that evidence which could be and is not produced would, if produced, be unfavourable to the person who withholds it. However, this presumption applies where evidence is withheld, not where evidence is produced albeit at a later stage of proceedings. Here, the bank statements and remittance advices were ultimately produced and tested at trial. The Defendants had the opportunity to cross-examine the witnesses and to challenge the documents. In these circumstances, no adverse inference arises against the Plaintiff for the timing of production.

To the contrary, this Court observes that it is the Defendants who have failed to produce any reconciliation or accounting showing what became of the stakeholder monies received into ZRTA's client account. If section 114(g) of Act 156 were to be invoked, it would more aptly apply to the Defendants' failure to account for monies received, rather than to the Plaintiff's mode of proving receipt. S/N 6URqlbwtp0e8rlvBanWxsA Issue (b) – Whether the stakeholder monies were in fact paid into and held in ZRTA’s client account(s) as alleged and the evidential effect and weight to be attached to the primary documents relied upon, including financiers’ notifications/remittances, any confirmations said to have been issued by ZRTA/D1 and the bank evidence adduced.

This issue requires the Plaintiff to prove that the stakeholder monies were, in fact, received into and held in the stakeholder/client account(s) as alleged.

Generally, where the Plaintiff relies on computer-generated summaries or reports, the Court considers whether the foundational requirements for admissibility and reliability have been met (including, where applicable, certification under Act 56). Bank witnesses and bank records may provide strong primary evidence of account existence and transactions. Where objections are raised on procedure (e.g., timing of production), the Court must also ensure fairness and determine the evidential weight to be placed on the material.

The Plaintiff relied on three categories of evidence to prove receipt and holding –

primary banking evidence, including bank statements produced through bank witnesses;

contemporaneous remittance advices/notifications from financiers said to show stakeholder payments into the relevant account(s); and

the Plaintiff’s computer-generated internal reports, namely the “Stakeholder Ageing Summary” and “Laporan Invois Stakeholder”, supported by a certificate tendered under section 90A of Act 56.

The Plaintiff called SP1 and SP2 to prove the existence and operation of the relevant accounts and to produce the bank statements marked Exhibits P1 and P2. These statements were central to the Plaintiff’s case that stakeholder payments were credited into the ZRTA client accounts.

The Defendants objected to the bank evidence/documents on the basis that the Plaintiff had not pursued pre-trial disclosure, characterising the bank statements as “backdoor discovery” and relying on Order 24 rule 7A of ROC 2012, Protasco Bhd and also raising the Act 709.

The Court as explained in the Preliminary Objection on Substantive section has dealt with these objections and has admitted Exhibits P1 and P2. The remaining question is therefore the weight and what the documents prove on receipt and holding.

In evaluating Issue (b), this Court places the greatest weight on primary documents generated independently of the parties’ dispute, namely –

the financiers’ remittance advices/notifications (where they identify the project/purchaser/stakeholder purpose); and

the bank statements showing corresponding credits into the relevant account(s). The Plaintiff’s internal reports are not treated as primary proof; they are considered as a structured compilation/calculation tool and their weight depends on whether they align with the primary documents.

Having considered the evidence as a whole, this Court finds that the Plaintiff has proven receipt and holding of the relevant stakeholder monies in the ZRTA client account(s), for the following reasons –

the bank witnesses evidence establishes the existence and operation of the relevant account(s) and provides a reliable foundation for the Court to consider the credited transactions. I accept the bank evidence as credible and reliable for account existence and transactional entries;

the financiers’ remittance advices/notifications corroborate the Plaintiff’s case that stakeholder sums were remitted into the relevant ZRTA client account(s). These are contemporaneous records generated in the ordinary course and independently of the dispute. They therefore carry significant probative weight, particularly where they identify the relevant project/purchaser and the nature of the payment.

this Court accepts the admissibility of the Plaintiff’s computer-generated reports to the extent supported by the section 90A certificate. However, this Court does not accept such summaries blindly. They are used primarily as a structured compilation of underlying transaction data and as a tool to organise maturity timelines and amounts. The weight placed on them depends on consistency with primary documents (SPAs/remittance advices/bank statements); and

on Procedural objections which this Court has dealt above.

D1 submitted that the RM350,000.00 paid to the Plaintiff was not a partial release of stakeholder funds but rather an "advance payment" (bayar pendahulan) made while ZRTA was settling banking and partnership matters following the death of a partner. D1 sought to distinguish Vithal Kumar Jayaraman v. Azman Md Nor [2009] 3 MLRA 610, where the defendant clearly acknowledged the debt by stating "First and foremost I apologise for not being able to pay the money that I owe you".

This Court does not accept D1's characterization of the payment. First, the label attached to a payment by the payer does not conclusively determine its legal character. What matters is the context in which the payment was made and the obligations to which it relates. Here, the RM350,000.00 was paid in the context of demands by the Plaintiff for release of matured stakeholder sums. Whether it is characterized as an "advance" or a "partial release", the payment was made against the backdrop of an S/N 6URqlbwtp0e8rlvBanWxsA acknowledged obligation to account for stakeholder monies held by ZRTA.

Second, the Vithal Kumar case is distinguishable on its facts but does not assist D1 in the manner contended. In that case, the defendant's express acknowledgment of the debt was one piece of evidence establishing liability. The absence of such an express statement in the present case does not mean that liability is not established. It simply means that the Court must look to other evidence. Here, the contemporaneous conduct, including the receipt of stakeholder monies, the correspondence in late 2021/early 2022 and the payment of RM350,000.00 itself, collectively establish the obligation. The distinction D1 seeks to draw does not advance her defence.

Third, even accepting D1's characterization that the RM350,000.00 was an "advance payment" pending resolution of internal matters, this does not negate the underlying obligation. If anything, it confirms that ZRTA recognized that monies were due to the Plaintiff and made a payment on account while sorting out internal issues. The payment, however characterized, has been credited to reduce the outstanding balance and what remains is the net sum of RM1,439,022.89 which this Court has found to be proved.

For these reasons, this Court is satisfied that the Plaintiff has proven that the stakeholder monies were paid into and held in the relevant ZRTA client account(s) as alleged.

Accordingly, Issue (b) is answered in the Plaintiff’s favour. The Court accepts the bank evidence and contemporaneous remittance documentation as establishing receipt and holding and assesses the Plaintiff’s internal summaries only insofar as they are consistent with the primary records.

D1 relied on Ambank (M) Berhad v. Ahmad Tajuddin Shah Holdings Sdn Bhd & Ors [2017] MLRHU 1442 which referred to Citibank NZ v. Ooi Boon Leong & Ors [1980] 1 MLRA 221 to argue that the Plaintiff's claim should fail because no Certificate of Indebtedness was produced. D1 contended that in banking cases, such a certificate operates to shift the burden of proof to the defendant to disprove the claim and that the absence of such a certificate here means the Plaintiff has not discharged its burden.

This submission conflates two different types of cases. The cases cited by D1 concern banking facilities where the loan agreement typically contains a clause providing that a certificate issued by the bank shall be conclusive or prima facie evidence of the amount due. Such clauses are specific to banking transactions and operate by virtue of the contractual terms agreed between banker and customer. They do not establish a general principle that all claims for money must be supported by a certificate of indebtedness.

The present case is not a banking claim. It is a claim against stakeholder solicitors for failure to remit matured stakeholder monies. The Plaintiff is not required to produce a certificate of the S/N 6URqlbwtp0e8rlvBanWxsA type used in banking litigation. The Plaintiff's burden is to prove, on a balance of probabilities, that –

stakeholder monies were received by ZRTA;

the contractual triggers for release had occurred; and

the monies were not remitted.

This burden has been discharged through the primary banking evidence (Exhibits P1 and P2), the contemporaneous remittance advices from financiers and the Plaintiff's computation anchored to those primary documents.

For these reasons, D1's reliance on Ambank is misplaced. The absence of a certificate of indebtedness does not defeat the Plaintiff's claim where the claim is proved by other admissible evidence. Issue (c) – Whether the Defendants failed to remit matured stakeholder monies to the Plaintiff when due (including the issue of any part release such as RM350,000.00) and whether any explanation advanced provides a legally recognised answer to liability.

D1 highlighted a specific discrepancy concerning the number of units in the Amelia 2 project. D1 pointed out that the appointment S/N 6URqlbwtp0e8rlvBanWxsA letter dated 19.07.2017 refers to Amelia 2 (82 units), whereas the Plaintiff's Statement of Claim at paragraph 5 refers to 92 units Amelia and that an email from SP3 to Nik Jamilah dated 01/12/2021 refers to Amelia 2 (82 units). D1 submitted that there appear to be two separate projects, that are Amelia 2 (92 units) and Amelia 2 (82 units), and that the Plaintiff failed to clarify which project is being claimed.

This Court has considered this discrepancy carefully. The variation in unit numbers between documents does not, in this Court’s judgment, defeat the Plaintiff's claim. First, the Plaintiff's claim is not for the total stakeholder sum for an entire project; it is for specific matured stakeholder sums that were received into ZRTA's client account and not remitted. The claim is anchored to the primary banking evidence and remittance advices which identify the specific transactions and amounts.

Second, variations in the manner unit numbers are described in different documents are not uncommon in property development. The number of units may vary depending on whether the reference is to total units in a project, units for which SPAs have been signed, units for which stakeholder arrangements apply, or units for which financing has been obtained. The discrepancy between "82 units" and "92 units" may reflect different stages of the project or different categories of units being referred to. What matters for the purpose of this claim is whether the Plaintiff has proved that specific stakeholder sums were received and not remitted, which this Court has found to be established.

Third, D1 did not produce any evidence to show that the stakeholder monies credited to ZRTA's client account were for a different project altogether or that the monies claimed by the Plaintiff were not in fact received. The discrepancy in unit numbers, without more, does not establish that the Plaintiff is claiming for the wrong project or the wrong amount. The burden lies on the Plaintiff to prove its claim, which it has done through the primary documents. Any residual doubt arising from the unit number discrepancy goes to weight and is insufficient to defeat the claim on a balance of probabilities.

Once stakeholder monies are received and held subject to contractual triggers, the stakeholder is obliged to release/remit the matured portion in accordance with the agreed mechanism. A failure to do so constitutes a breach of stakeholder obligation.

Where a stakeholder disputes quantum or entitlement, the stakeholder is expected to raise the issue promptly and to provide a proper accounting basis for retention. A bare assertion of “lack of particulars” without a timely account or reconciliation, particularly after demands are made and maturity timelines have passed, is generally insufficient to justify continued retention of stakeholder monies.

The Plaintiff’s case on breach is that –

the matured portions fell due in accordance with the SPA mechanism (including the staged releases);

demands were made, including in November 2021 (Amelia 2) and July 2022 (Amelia 1 and Daphne); and

only RM350,000.00 was released, leaving a balance outstanding.

The documentary trail includes correspondence from ZRTA around December 2021 referring to internal partnership/banking/account matters and seeking time before addressing release/payment.

D1’s position was that the Plaintiff’s demands lacked complete particulars and that reconciliation was necessary and that certain documents were produced later. D2 and D3 maintained that they had no knowledge/involvement and that the dealings were confined to the Johor branch under D1 (issues of partner liability are addressed under Issue (d)).

This Court finds that there was a failure to remit matured stakeholder sums when due, amounting to breach, for the following reasons –

First, having found under Issue (a) that the stakeholder arrangement existed and under Issue (b) that receipt and holding were proven, the contractual release mechanism became operative upon the relevant trigger(s) and timelines. On the evidence this Court accepts, the staged release dates relied upon by the Plaintiff had passed for the relevant transactions, and full remittance was not made;

Second, the December 2021 correspondence may explain that the firm faced internal partnership/banking issues at that time, but those matters do not, without more, justify continued retention of monies held as stakeholder after the contractual trigger has passed. At most, they provide context for delay; they do not constitute a defence to non-payment;

Third, DW1’s complaint about insufficient particulars/ reconciliation is relevant when the Court comes to determine the precise outstanding balance. However, on the evidence before this Court, the Defendants did not provide a contemporaneous account showing that no monies were due, nor did they demonstrate that the Plaintiff’s demands were fundamentally misconceived. The probabilities favour the Plaintiff’s case that stakeholder monies were held, the maturity timelines passed, and the monies were not remitted in full.

For these reasons, this Court concludes that the Defendants (through the firm) failed to perform the stakeholder obligation by not remitting matured stakeholder sums when due and by failing to provide a proper account justifying continued retention.

Accordingly, Issue (c) is answered in the Plaintiff’s favour. There was a failure to remit matured stakeholder monies as required. The explanations advanced do not displace liability. The determination of the exact outstanding quantum is dealt with under Issue (e).

D1 relied on Lim Lee Sheng (Berniaga atas nama dan gaya sebagai Hao Xian Wei Restaurant) & Ors v Bes Seafront Sdn S/N 6URqlbwtp0e8rlvBanWxsA Bhd & Ors [2025] MLJU 3723, Dream Property Sdn Bhd v Atlas Housing Sdn Bhd [2015] 2 MLJ 441 and Gerand Jude Tomothy Pereira v Kasi a/l KL Palaniappan [2017] 6 MLJ 54 for the proposition that the Court should not decide in favour of the Plaintiff simply because the Defendants failed to respond to a Notice of Demand. D1 submitted that the Court must still examine whether the Plaintiff has proved its case under Section 101 of Act 56.

This Court agrees that the general principle that a failure to respond to a pre-litigation demand does not, by itself, constitute an admission of liability. The burden of proof remains on the Plaintiff throughout to establish its case on a balance of probabilities. However, the authorities cited by D1 do not assist her defence in the present case.

The Court’s finding of liability against the Defendants is not based on their failure to respond to the Plaintiff's Notices of Demand. Rather, it is based on the Court’s findings that –

the stakeholder arrangement was established (Issue (a));

stakeholder monies were received and held in ZRTA's client account as proved by primary banking evidence and contemporaneous remittance documentation (Issue (b)); and

the Defendants failed to remit matured stakeholder sums when due and failed to provide a proper accounting for the retention (Issue (c)).

These findings are grounded in the evidence adduced at trial, not merely in the Defendants' silence in response to pre-litigation demands.

The cases cited by D1 stand for the unremarkable proposition that the Plaintiff must prove its case. The Plaintiff has done so. D1's reliance on these authorities therefore does not advance her defence. Issue (d) – If liability is established in respect of the stakeholder monies, whether D1 is liable on the facts found; and whether, notwithstanding D2 and D3’s “no knowledge/no involvement/branch autonomy” case, D2 and D3 are liable as partners of ZRTA for the obligations found to be owed to the Plaintiff.

This issue is about who must answer to the Plaintiff when work is done under a law firm’s name. In simple terms –

the Plaintiff dealt with “ZRTA” as a firm;

the Defendants submitted that, internally, ZRTA was run like separate branches and that D2 and D3 had no involvement with the Johor branch dealings; and

the evidence shows that, outwardly, the firm operated under one common firm name across branches. Defendants agreed S/N 6URqlbwtp0e8rlvBanWxsA that there were three branches (Johor, Temerloh, Shah Alam) and they all used the name Zainul Rijal Talha & Amir.

D2 also agreed that the firm’s letterhead listed the names of partners, which means the firm held itself out publicly as one firm with multiple partners. Internally, D2 described an arrangement where –

there was no managing partner, and

matters were not run centrally across all branches.

This Court accepts that such an internal arrangement may exist as a matter of practice between the partners. However, there was no partnership agreement or documentary instrument produced to the Court to show any enforceable internal limitation that would bind outsiders.

More importantly, the internal branch arrangement cannot be used to defeat a third party’s claim unless the third party was told (or had notice) that the firm’s obligations were limited by branch boundaries. Here, the evidence supports the opposite: it was agreed in evidence that no notice or warning was issued to clients/outsiders that D2 was “not involved” in Johor/Temerloh matters.

D2 and D3 contend that D1 does not fall within the definition of "partner" under section 3(1) of the Partnership Act 1961 [Act 135]. They argue that the three elements required for partnership, S/N 6URqlbwtp0e8rlvBanWxsA namely (a) persons carrying on business, (b) in common, and (c) with a view of profit - are not established because each branch operated independently with separate profit arrangements.

This Court rejects this submission. Section 3(1) of Act 135 defines partnership as "the relation which subsists between persons carrying on business in common with a view of profit". The evidence shows that D1, D2 and D3 operated under a common firm name "Zainul Rijal Talha & Amir", were listed together on the firm's letterhead, and held themselves out to the public as partners of ZRTA. These are the hallmarks of a partnership as understood by third parties dealing with the firm.

D2 and D3 rely on Dev Kumar Sri Ram v. Puung Kok Peing [2024] 8 CLJ 724 for the proposition that partnership requires a mutual intention to make profit ("niat bersama untuk membuat keuntungan"). That case is distinguishable. In Dev Kumar Sri Ram, the High Court examined the essential elements of partnership and emphasised the need to look at substance over form. Here, the substance is clear. ZRTA operated as a single firm with multiple partners and multiple branches, using a common firm name and letterhead. Whether the partners had internal arrangements regarding profit-sharing between branches is irrelevant to the firm's external liability to third parties who dealt with the firm in good faith.

The case of Tham Kim Fai @ Tham Kim Fay v. Ng Kon Seong [2006] CLJU 101, cited in Dev Kumar Sri Ram, observed that a partnership involves persons bound together by contract for a joint S/N 6URqlbwtp0e8rlvBanWxsA object with mutual participation in profit and loss. Here, the partners were bound under the common firm name ZRTA and held themselves out as such. The internal allocation of profits does not negate the partnership relationship as against third parties.

D2 and D3 testified that each branch maintains separate bank accounts and that they have no access to accounts operated by other branches. While this may be true as a matter of internal practice, it does not exonerate D2 and D3 from liability as partners.

A partner's liability for the acts of a co-partner done in the ordinary course of business arises by operation of law under sections 7 and 12 of Act 135. This statutory liability is not dependent on the partner having access to, or knowledge of, the specific bank account used. What matters is whether the act was done in the ordinary course of business of the firm, which this Court has found to be the case. The internal bank account arrangements between partners are not a shield against third party claims.

D2 and D3 point to police reports made in June 2023 as evidence that they were not involved in, and had no knowledge of, D1's dealings with the Plaintiff. In the Court’s view, the making of police reports does not exonerate D2 and D3 from liability as partners under the PA 1961. The police reports were made after the Plaintiff's demand and after the commencement of these proceedings. They may be relevant to the question of criminal liability (if any) as between the partners, but they do not affect the Plaintiff's civil entitlement to judgment against the firm and its partners for the firm's breach of stakeholder obligations.

D2 and D3 sought to draw an analogy with Komathy Tharmaraj v. Tharmaraj Pakirisamy; Hong Leong Bank Berhad (Intervener) [2026] CLJ 729, where the Court of Appeal considered police reports as evidence of lack of knowledge. That case is distinguishable on its facts. In the present case, the police reports were made well after the stakeholder obligations had crystallised and after demands had been made. They do not displace the legal consequences of partnership liability under the Act 135.

On the partnership periods –

D3 confirmed she became a partner on 1 June 2002 and resigned on 30 June 2023; and

as for D2, the evidence shows that D1 only became the sole owner after D2 issued a letter dated 24 January 2025.

These dates matter because they show whether D2/D3 were partners during the period when the firm’s obligations to the Plaintiff arose and remained outstanding.

Putting the evidence together, this Court finds –

the Plaintiff dealt with ZRTA as a firm, not as three separate “mini-firms”; and

the “branch autonomy” arrangement was an internal understanding and was not shown to have been communicated to the Plaintiff as a limitation on responsibility.

Therefore, as between the Plaintiff and the firm, the firm’s obligations cannot be avoided simply by saying “this was Johor branch only” or “I had no knowledge”.

This does not mean that every partner had the same level of personal involvement. It means only this: a third party who deals with a firm under one firm name is entitled to hold the firm (and its partners during the relevant period) responsible for obligations undertaken under that firm name, unless the third party had notice of any limitation.

Any dispute about internal responsibility is a separate internal matter between the partners and does not answer the Plaintiff’s claim.

D2 and D3 further contend that they are not liable under section 12 of Act 135, on the basis that D1's actions in accepting the stakeholder appointment were outside the ordinary course of business of a law firm. They rely on CIMB Bank Bhd v Lee Kim Kee & Ors and another appeal [2018] 3 MLJ 72 and Toh Fong Cheng & Ors v. Pang Choon Kiat & Ors and another [2020] 1

This Court rejects this submission. Acting as stakeholder solicitor in property transactions is squarely within the ordinary course of S/N 6URqlbwtp0e8rlvBanWxsA business of a legal practice. The appointment letters were addressed to ZRTA as a firm. The stakeholder monies were received into ZRTA's client account. Correspondence was issued on ZRTA letterhead. These are not the hallmarks of a partner's personal frolic outside firm business. They are the ordinary incidents of conveyancing practice.

In this Court’s view, the reliance on CIMB Bank v Lee Kim Kee & Ors and another appeal is misplaced. That case concerned a partner's personal fraud entirely outside firm operations. Here, the stakeholder appointment was made to ZRTA not to D1 personally, and the work was performed using firm infrastructure and accounts.

D2 and D3 also rely on D1's admission during cross-examination that they never gave specific authority for the stakeholder appointments. This admission, however, does not advance their defence.

Under partnership law, a partner's authority to bind the firm in the ordinary course of business arises by operation of law under section 7 of Act 135. It does not depend on specific authorisation for each transaction. The absence of express authority from D2 and D3 is therefore irrelevant where, as this Court has found, D1 was acting as a partner in the ordinary course of firm business. The Plaintiff was entitled to rely on ZRTA's ostensible authority without inquiring into internal arrangements between partners.

For completeness, this Court addresses D2 and D3's reliance on section 12 of Act 135. Section 12 of Act 135 provides that where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the firm or with the authority of his co-partners, loss or injury is caused to any person not being a partner in the firm, or any penalty is incurred, the firm is liable therefor to the same extent as the partner so acting or omitting to act.

D2 and D3 submit that they should not be liable because D1's actions (if any wrongful act occurred) were outside the ordinary course of business and were done without their authority. For the reasons already stated, this Court rejects this submission. Acting as stakeholder solicitor in property transactions is squarely within the ordinary course of business of a legal practice. The stakeholder monies were received into ZRTA's client account, correspondence was issued on ZRTA letterhead and the Plaintiff dealt with ZRTA as a firm. These facts bring D1's actions within section 12.

The position might be different if D1 had perpetrated a personal fraud entirely outside firm operations, as was the case in CIMB Bank Bhd v Lee Kim Kee & Ors and another appeal [2018] 3 MLJ 72. In that case, the Court of Appeal found that the fraudulent partner's actions were not within the ordinary course of business of the firm. The present case is materially different. There is no finding of fraud by D1 in the criminal sense. Rather, this is a case of failure to remit stakeholder monies that were received and held under the firm's name for a legitimate conveyancing purpose. This S/N 6URqlbwtp0e8rlvBanWxsA falls squarely within, not outside, the ordinary course of a legal firm's business.

Accordingly, Issue (d) is determined on the footing that internal “branch autonomy” does not, on these facts and evidence, exonerate D2 and D3 as against the Plaintiff. Issue (e) – Whether the Plaintiff has proved the sum claimed (including any set-off and any claim for profit/interest as pleaded) and if liability is established, the appropriate orders as to interest and costs.

The Plaintiff bears the burden to prove the amount claimed on a balance of probabilities. Where the claim is supported by –

primary documents (such as remittance records and bank statements); and

a structured computation based on those primary records, the Court’s task is to decide whether the computation is reliable, and whether any specific items are not proved or should be excluded.

In this case, the Plaintiff’s computation places the gross outstanding stakeholder sum at RM1,459,720.04 and the Plaintiff has given credit for a set-off / legal fees amount of RM20,697.15, resulting in a net claim of RM1,439,022.89.

The Defendants challenged the figure mainly on the basis that the Plaintiff’s particulars and internal summaries were incomplete and required reconciliation and that the Court should not accept the Plaintiff’s figures unless supported by primary records.

This Court accepts that the Plaintiff has proved the net outstanding sum of RM1,439,022.89. The Court’s reasons are these –

the Plaintiff’s computation is not a bare assertion. It is a structured calculation that tracks stakeholder sums by reference to the transaction mechanism and maturity timelines and it is supported by the primary trail that the Court has accepted, including bank evidence and remittance documentation demonstrating receipt and holding in the relevant account(s);

the Defendants’ complaint that “particulars were insufficient” does not, by itself, disprove the Plaintiff’s case. If the Defendants contended that the Plaintiff’s figure was materially wrong, the Court would expect a coherent alternative reconciliation identifying which entries were incorrect, which sums were not stakeholder monies, or which payments had been released and should be credited. No such credible alternative accounting was produced. In particular, D1 did not produce any reconciliation showing what amounts, if any, had been properly released, what amounts remained in the client account, or what happened to the stakeholder monies. The burden of proof lies on the Plaintiff to prove its claim but where S/N 6URqlbwtp0e8rlvBanWxsA the Plaintiff has produced primary documents showing receipt, the evidential burden shifts to the Defendants to explain what became of those monies. No such explanation was forthcoming. D1's complaints about "insufficient particulars" amount to putting the Plaintiff to strict proof, which the Plaintiff has discharged through the banking evidence and remittance documentation; and

the Plaintiff has already deducted RM20,697.15 as set-off / legal fees. In the absence of evidence showing that further credits are due beyond what has already been accounted for, the Court accepts the Plaintiff’s net figure.

Accordingly, this Court finds that the Plaintiff has proved its claim in the net sum of RM1,439,022.89.

D2 and D3 relied on Mat Abu bin Man v Medical Superintendent, General Hospital, Taiping, Perak & Ors [1989] 1 MLJ 226 and Eastern Shipping Co v Quah Beng Kee [1924] AC 177 in support of their claim for contribution and/or indemnity against D1. These authorities establish that a right to indemnity or contribution may arise where a defendant is made liable to a plaintiff and seeks recourse against a third party who is ultimately responsible for the loss.

While these principles are sound, they do not affect the Plaintiff's entitlement to judgment against all three Defendants jointly and severally. The apportionment of liability as between the Defendants is a matter for them to resolve inter se. Having found S/N 6URqlbwtp0e8rlvBanWxsA all three Defendants jointly and severally liable to the Plaintiff, this Court makes no order on Enclosure 70 at this stage. Any claim by D2 and D3 for contribution or indemnity from D1 may be pursued separately. Claim for fixed deposit profit/hibah (pre-judgment component)

The Plaintiff also pleaded/contended that the stakeholder monies were placed/kept in a fixed deposit client account and sought the profit/hibah said to have been earned on those monies.

A claim of this nature requires proof, at least, of (a) the fact that the relevant stakeholder monies were indeed placed in a fixed deposit arrangement and (b) the amount of profit/hibah attributable to the Plaintiff’s monies (or a proper basis to quantify it). This is because profit/hibah is not presumed. It must be supported by objective records.

While there is evidence suggesting that the account was a “fixed deposit client account”, the Plaintiff did not prove, with sufficient clarity, the actual profit/hibah earned and attributable to the stakeholder monies that form the subject of this claim. In the absence of reliable bank documents quantifying that profit/hibah, this Court is not prepared to make a separate award for profit/hibah. The Plaintiff’s remedy in this action will therefore be confined to the principal sum proven, together with interest as ordered below.

D1 also raised a legal argument that Rule 14.10 of the Bar Council Rules and Rulings relates to "interest" in conventional banking, whereas "keuntungan" (profit) is based on the Islamic banking system (sistem Perbankan Islam). D1 contended that since Bank Muamalat is an Islamic financial institution that does not use a conventional interest system, the Plaintiff cannot claim "keuntungan simpanan tetap" under Rule 14.10. D1 relied on Bank Islam Malaysia Bhd v Lim Kok Hoe & Anor and other appeals [2009] 6 MLJ 839 in support of this distinction.

This Court does not find it necessary to decide the legal question of whether Rule 14.10 applies to Islamic profit/hibah, because the Plaintiff's claim for profit/hibah fails on the prior ground of proof. As stated above, the Plaintiff did not prove, with sufficient clarity, the actual profit/hibah earned and attributable to the stakeholder monies that form the subject of this claim. In the absence of reliable bank documents quantifying that profit/hibah, the claim for profit/hibah cannot succeed regardless of the legal characterization under Rule 14.10.

For completeness, this Court notes that the distinction between "interest" and "profit/hibah" in Islamic finance is well-established (see : Bank Islam Malaysia Bhd v Lim Kok Hoe and other appeals [2009] 6 MLJ 839). However, this distinction goes to the nature and calculation of the return, not to whether a client is entitled to claim such return where it has been earned on monies held by a stakeholder. The more fundamental issue here is that S/N 6URqlbwtp0e8rlvBanWxsA the Plaintiff has not proved what amount, if any, was earned. The Rule 14.10 argument therefore does not arise for determination. Pre-judgment and post-judgment interest

Interest is discretionary. Given the nature of stakeholder monies and the prolonged non-payment after maturity and demand, this Court is satisfied that an award of interest is appropriate to compensate the Plaintiff for being kept out of its money.

For pre-judgment interest, the Court orders interest at the rate of 5% per annum on the judgment sum of RM1,439,022.89 from date of filing of this action until the date of this judgment.

For post-judgment interest. The Court further orders interest at the rate of 5% per annum from the date of judgment until full realisation.

Issue (e) is answered in the Plaintiff’s favour. The Plaintiff has proved RM1,439,022.89, and is entitled to interest (pre-and post-judgment). S/N 6URqlbwtp0e8rlvBanWxsA

For the reasons above, the Plaintiff succeeds in proving it’s claim on the balance of probabilities.

The 1st, 2nd and 3rd Defendants are jointly and severally liable to pay the Plaintiff the sum of RM1,439,022.89.

Cost of the pre judgment and post judgment interest of 5% per annum respectively as details above.

Costs of RM 150,000.00 subject to the allocator. Dated : 23 December 2025 -sgd-Dr Noradura binti Hamzah Judicial Commissioner High Court Civil 2 Johor Bahru S/N 6URqlbwtp0e8rlvBanWxsA Solicitors for the Plaintiff : Rohana Ngah together with Zainursyazwani Zakaria : Messrs. Abdul Rahman Saad & Associates Solicitors for the first Defendant : Self represented Solicitors for the second and third Defendants : Muhamad Hisham Marzuki together with Anas bin Ahmad Raji (pupil-in-chambers) : Meesrs. Baharum, Suhaimi & Hisham S/N 6URqlbwtp0e8rlvBanWxsA