Jr Jatidiri Sdn Bhd v 1. ) Ace Credit (M) Sdn Bhd (WA-22NCC-698-09/2023)

ACE CREDIT (M) SDN BHD …DEFENDANTS (Company No.: 200301003436 (605856-V))

CHOONG CHEE MENG (IC No.: 610726-08-5743)

CHANG AI NEE (IC No.:710422-10-5248)

This is another frivolous defence by the 2nd defendant Choong Chee Meng and the 3rd defendant Chang Ai Nee who are guarantors of the 1st defendant Ace Credit (M) Sdn. Bhd. [in liquidation] [“Ace Credit”].

On 08-10-2025, oral submissions was held before me after trial had concluded. On conclusion of submissions, I allowed the plaintiff’s claim against the 2nd and 3rd defendants. The plaintiff did not proceed with its claim against Ace Credit since it had gone into insolvent liquidation.

My broad grounds were that I find that the plaintiff, who is an investor, has proven its case against Ace Credit, which is the company that the plaintiff had invested in, and against the 2nd defendant and the 3rd defendant who had guaranteed the return of the Investment Sum and payment of the Investment Target Return.

On 06-11-2025, an appeal was filed by the 2nd and 3rd defendants to the Court of Appeal against my judgment. These are my Grounds of Judgment.

This appeal is frivolous and devoid of merits. This is because the same defendants and the related company Ace Holdings Berhad had been sued in many suits by similar investors based on the same Investment Agreement and Guarantee before me. Judgments had been entered against Ace Credit, Ace Holdings Berhad and the 2nd and 3rd defendants as guarantors and reported as-i. Datin Sri Aidarahmi bt Ismail v Ace Credit (M) Sdn Bhd & Choong Chee Meng and Chang Ai Nee [2025] CLJU 602, HC; ii. Syed Gamal bin Syed Kechik Al-Bukhary v Ace Credit (M) Sdn Bhd & Ors [2024] MLJU 3525, HC; iii. Dato Seri Tengku Nerang Putra & Ors v Ace Holdings Berhad & Choong Chee Meng and Chang Ai Nee [2024] CLJU 3227, HC; iv. Mohd Farid Mohamed Sangido v Ace Credit (M) Sdn Bhd & Chang Ai Nee and Choong Chee Meng [2025] CLJU 603, HC; and v. Che Normah Bt Che Kerma v Ace Credit (M) Sdn Bhd & Choong Chee Meng and Chang Ai Nee in Kuala Lumpur High Court Suit No: WA-22NCC-503-10/2022 where judgment was allowed against the two guarantors only, as Ace Credit was in judicial management at that material time, and affirmed by the Court of Appeal in Appeal No.: W- 02(IM)(NCC)-976-06/2023 on 10-07-2024 based on the Broad Grounds.

The plaintiff invested RM 6 million with Ace Credit via an Investment Agreement dated 14-02-2019 (“Investment Agreement”]. [See Enclosure 56 Index – page 3 – 22, at page 18 Bundle B1).

The period of investment was 5 years with a promised target return of 15% per annum. [See Enclosure 56, page 18 Bundle B1].

In consideration of the plaintiff’s investment in Ace Credit, the 2nd and 3rd defendants had irrevocably and unconditionally as directors of Ace Credit executed a Directors’ Personal Guarantee dated 14-02-2019 (“Guarantee”). [See Enclosure 56, pages 23 - 26 Bundle B1].

By this Guarantee, pursuant to Clause 1, the 2nd and 3rd defendants undertook to guarantee and ensure the full performance of all obligations and undertakings of Ace Credit under the Investment Agreement. Early redemption and demand for payment

The plaintiff by a letter dated 09-03-2022 requested from Ace Credit early cancellation of its investment under section 2.04 of the Investment Agreement and the return of the RM 6 million. [See Enclosure 56, page 27 Bundle B1].

The plaintiff by a letter dated 27-03-2022 also requested from Ace Credit payment of the promised target return for the year 2021 amounting to RM 900,000. [See Enclosure 56, page 34 Bundle B1].

By a letter dated 31-03-2022, Ace Credit agreed to refund the RM 6 million. [See Enclosure 56, page 30 Bundle B1]. But no payment was made.

The plaintiff issued a letter of demand dated 31-05-2023 to Ace Credit and the 2nd and 3rd defendants giving (7) days to remedy the breach. [Refer to Enclosure 56, B1 pages 36 - 43].

The plaintiff filed this suit in 2023 against the defendants for repayment of the Invested Sum of RM 6 million and for payment of the Investment Target Return of RM 900,000.

The 2nd and 3rd defendants filed a joint Defence and a Counterclaim that the Investment Agreement is invalid in breach of the Moneylenders Act 1951.

The issues are-i. whether the plaintiff has proven its pleaded claim; and ii. whether the Investment Agreement is a moneylending transaction.

I will now proceed to consider these issues. Issue [1] – whether the plaintiff has proven its pleaded claim

In my view, the plaintiff has proven its pleaded claim. The plaintiff is entitled to request from Ace Credit for early cancellation of its investment under section 2.04 of the Agreement and the return of the RM 6 million. [See Enclosure 56, page 27 Bundle B1].

By a letter dated 31-03-2022, Ace Credit in fact agreed to refund. [See Enclosure 56, page 30 Bundle B1]. But no payment was made.

The 2nd and 3rd defendants rely on section 4.03 (F) of the Investment Agreement to deny liability to refund.

I disagree. Section 4.03 of the Investment Agreement merely states that the plaintiff agrees and understands the financial risks associated with the investment. But this acknowledgment of risk does not imply that the Investment Target Return or repayment of the Invested Sum are contingent upon the financial performance of Ace Credit.

Section 4.03 of the Investment Agreement does not override sections 2.01 and 2.04 of the Investment Agreement which expressly provide that the Investment Target Return are to be paid annually and the Invested Sum is to be repaid upon early cancellation.

The same defence of section 4.03 of the Investment Agreement was raised by the same defendants in other suits and was rejected by the courts. [See the case of Datin Sri Aidarahmi bt Ismail v Ace Credit (M) Sdn Bhd & Choong Chee Meng and Chang Ai Nee [2025] CLJU 602 at [30, 38, 39], HC, and Syed Gamal bin Syed Kechik Al-Bukhary v Ace Credit (M) Sdn Bhd & Ors [2024] MLJU 3525 at [17 – 21], HC].

In conclusion, I find no merits in this defence of the 2nd and 3rd defendants. Issue [2] – whether the Investment Agreement is a moneylending transaction

I hold the Investment Agreement is not a moneylending transaction.

The Investment Agreement states clearly that it’s an Investment Agreement whereby the investor is entitled to a fixed return per year for 5 years and repayment of his Investment Sum at the end of the 5-year period or to be repaid upon early cancellation.

This is different from a moneylending whereby a lender lends money with interest charged. By way of analogy, the case before me is similar to a bank agreeing to give fixed interest annually to a customer who deposits money with the bank for a fixed period. At the end of the period or early cancellation, the bank has to repay the deposit sum to the customer.

The fact that Ace Credit is foolish enough to agree to pay a high fixed interest [knowing it’s an unsustainable way of doing business] and a customer is equally foolish enough to accept, does not turn a legitimate deposit agreement into a moneylending agreement. Similarly, if a bank agrees to give high fixed interest, this fact alone does not turn a deposit agreement into a moneylending agreement.

The Court of Appeal in Perbadanan Kemajuan Negeri Selangor v Selangor Country Club Sdn Bhd [2016] 8 CLJ 211, CA held as follows: “[34] Accordingly, when a court is called upon to interpret a document, it looks at the language. If the language is clear and unambiguous and applies accurately to existing facts, it shall accept the ordinary meaning; for the duty of the court is not to delve into intricacies of the human mind to disclose one’s undisclosed intention, but only to take the meaning of the words used by him, that is to say his expressed intentions.” Admission by the 2nd defendant

The 2nd defendant [DW1], in fact, when being cross-examined by the plaintiff’s solicitors during the trial, had affirmed that the Investment Agreement was indeed an investment agreement: And then, 2.01, pulangan sasaran pelaburan; The Investment And No Solicitation, Payment of the Investment Sum by the Investor. Kalau 2.03, Returns of the Investment, this is not; ini bukan pinjaman, kan? According to the agreement, it’s investment. Adakah Mr Choong setuju, jika ini adalah transaksi pinjaman wang, kita akan Nampak peminjam, faedah, jadual pembayaran balik atau faedah, mungkin kan? Setuju. Tidak ada dalam agreement ini? Tidak.” [Refer to Notes of Proceedings Enclosure 67, pages 27 - 28] Presumption under section 10 OA of the MA 1951

I also hold that the presumption under section 10 OA of the MA 1951 does not assist the defendants. Section 10 OA reads as follows: Presumption as to the business of moneylending 10 OA. Where in any proceedings against any person, it is alleged that such person is a moneylender, the proof of a single loan at interest made by such person shall raise a presumption that such person is carrying on the business of moneylending, until the contrary is proved. [Emphasis added]

The case before me is not a loan agreement. The plaintiffs did not lend monies to Ace Credit. In fact, it is Ace Credit which is the licensed moneylender as stated and represented in the Investment Agreement at Recital A. And at Recital B it is stated that Ace Credit agreed on the plaintiff investing in Ace Credit.

I note the defence of moneylending raised by the 2nd and 3rd defendants here was raised by them in other suits and was rejected by the courts in-i. Datin Sri Aidarahmi bt Ismail v Ace Credit (M) Sdn Bhd & Choong Chee Meng and Chang Ai Nee [2025] CLJU 602 HC at [50 - 51]; and ii. Che Normah Bt Che Kerma v Ace Credit (M) Sdn Bhd & Choong Chee Meng and Chang Ai Nee in Kuala Lumpur High Court Suit No: WA-22NCC-503-10/2022 at [42] and affirmed by the Court of Appeal in Appeal No.: W- 02(IM)(NCC)-976-06/2023 on 10-07-2024 based on the Broad Grounds.

The defence of moneylending raised by the 2nd and 3rd defendants here were in fact dropped by the 2nd and 3rd defendants in an earlier suit. [See Syed Gamal bin Syed Kechik Al-Bukhary v Ace Credit (M) Sdn Bhd & Ors [2024] MLJU 3525 HC at [15]].

For the reasons above, I allow the plaintiff’s claim for the return of the Invested Sum of RM 6,000,000 and payment of the Investment Target Return of RM 900,000. Interest at 8% p.a. calculated daily are payable on these two sums from 07-06-2022 till payment.

The Counterclaim is dismissed with costs.

I further award costs of RM 30,000 to be paid to the plaintiff by the 2nd and 3rd defendant subject to allocatur Dated: 17th November 2025 …………(signed)……………. Leong Wai Hong Judge High Court of Malaya Kuala Lumpur (NCC 6) Counsel for plaintiff: Mior Nor Haidir and Khairunnajwa Kharul Rizal (Pupil in Chamber). Haidir & Co. (Shah Alam). Counsel for 2nd and 3rd defendants: Shanker Govinth and Nabilah Aryssa. Shankar Govinth (Kuala Lumpur).

Che Normah Bt Che Kerma v Ace Credit (M) Sdn Bhd & Choong Chee Meng and Chang Ai Nee.

Datin Sri Aidarahmi bt Ismail v Ace Credit (M) Sdn Bhd & Choong Chee Meng and Chang Ai Nee [2025] CLJU 602, HC.

Dato Seri Tengku Nerang Putra & Ors v Ace Holdings Berhad & Choong Chee Meng and Chang Ai Nee [2024] CLJU 3227, HC.

Mohd Farid Mohamed Sangido v Ace Credit (M) Sdn Bhd & Chang Ai Nee and Choong Chee Meng [2025] CLJU 603, HC.

Perbadanan Kemajuan Negeri Selangor v Selangor Country Club Sdn Bhd [2016] 8 CLJ 211, CA.

Syed Gamal bin Syed Kechik Al-Bukhary v Ace Credit (M) Sdn Bhd & Ors [2024] MLJU 3525, HC.

Moneylenders Act 1951, section 10 OA.