Kenny Sim Chun Wei v Kuan Chen-Fui (W-02(NCvC)(W)-103-01/2024)

Kuan Chen-Fui

MIP Properties Sdn Bhd CORAM LIM CHONG FONG, JCA. AZHAHARI KAMAL BIN RAMLI, JCA. AHMAD KAMAL BIN MD. SHAHID, JCA. 11/02/2026 08:01:38 W-02(NCvC)(W)-103-01/2024 Kand. 45 GROUNDS OF JUDGMENT INTRODUCTION [1] This is a breach of contract dispute concerning the rightful share of revenue under a revenue sharing agreement. [2] The Appellant who was the plaintiff in the High Court is an individual. [3] Likewise, the Respondent who was the first defendant in the High Court is an individual. The Respondent is the sole proprietor of MIP Properties ( ) which is registered with the Board of Valuers, Appraisers, Estate Agents and Property Managers ( ) established in 2006 pursuant to the Valuers, Appraisers, Estate Agents and Property Managers Act 1981 ( ). MIP had been involved in the real estate business and consultancy. [4] The Respondent subsequently dissolved MIP Properties and incorporated MIP Properties Sdn Bhd ( SB ) in its place. MIPSB was the second defendant in the High Court. [5] We heard the appeal on 29th July 2025 and thereafter adjourned our decision to deliberate on the submissions put forth by the parties. [6] Now having done so, we give hereinbelow our judgment with the accompanying grounds in support thereof. BACKGROUND [7] The Appellant was appointed by MIP as a real estate negotiator in October 2008 pursuant to a written real estate negotiator contract ( ). The Contract was renewed on the same terms on 21st January 2014 subject to an additional provision that the Appellant is entitled to further payment based on a 40% flat rate of professional fees collected by MIP for his services rendered as a real estate negotiator. [8] According to the Appellant, there was also an oral revenue sharing agreement with MIP, he is entitled to receive further payment as agreed between them ( ). [9]

an account for all fees and revenue received or to be received by the Defendants from the Met 1 Residences Project, Ativo Suites, Solaris Parq, Panorama Residence, Astrea Residences, Ascencia Residence and Pentamont Residences;

(ii) an account for all fees and revenue received by the Defendants from or attributable to the Primary Market Division of MIP Properties and/or D2 based on bookings and/or deals closed on or up to 31.3.2019;

(iii) an account for all revenue received by the Defendants (or any one them) as per paragraph 11 (ii) (a)(I) above;

(iv) an account for all balances remaining as per paragraph 11 (ii)(a)(III)(C) above;

a declaration that the Defendants (either jointly or separately) stand as constructive trustees to the Plaintiff for all fees and revenue assigned to MIP Properties/D2 and derived from the Met 1 Residences Project, Ativo Suites, Solaries Parq, Panorama Residences, Astrea Residences,

(vi) general damages to be assessed pursuant to Order 37 Rules of Court 2012 and paid by the Defendants (or any one or more of them) to the Plaintiff;

(vii) interest pursuant to O. 42 r8 Rules of Court 2012 and s. 11 Civil Law Act, 1956 for such sums and such periods as this Honourable Court deems fit;

(viii) costs; and

(ix) such further or other relief as this Honourable Court may deem fit. [16] However according to the Respondent, any incentive payment payable to the Appellant additional to payments those provided in the Contract is at the discretion of the Respondent. That notwithstanding, the 91(1) of the Valuers, Appraisers and Estate Agents Rules 1986 ( ). [17] The learned Judicial Commissioner dismissed with costs of RM5,000 to be paid to the Respondent ( ). [18] The Decision is supported by the following comprehensive grounds of judgment of the learned Judicial Commissioner reported in Kenny Sim Chun Wei v. Kuan Chen-Fui & Anor [2023] CLJU 2880: In order to determine whether a revenue-sharing agreement existed between the plaintiff ("PW1") and the first defendant ("DW1"), I must first establish whether the plaintiff was the Head of Department for the Primary Market Division of MIP Properties or merely a real estate negotiator. [14] The plaintiff only produced himself as a witness for the trial. Based on the evidence he presented, the plaintiff claims he was the Head of the Department for the Primary Market Division rather than merely a real estate negotiator. [15] The plaintiff further claims that, in his capacity as Head of Department, he and the first defendant entered into a revenue-sharing agreement that provided the following:

All monthly revenue generated in respect of the Primary Market Division ("Revenue") was to be dealt with as follows:-

for revenue generated from the Met 1 Residences Project, a sum equivalent to 6.667% was to be allocated to meet potential cancellation and/or refund fees of Met 1 Residences Project, Ativo Suites, Solaris Parq, Panorama Residences, Astrea Residences, Ascencia Residence and Pentamont Residences. - As at 26.4.2019, the sum equivalent to 6.667% amounted to RM64,960.19. This sum was expected to increase as the first defendant/the second defendant/MIP Properties received payment of sums due from clients and customers;

(ii) after said allocation, whatever balance (including revenue from other streams) was agreed to be applied towards payment to real estate negotiators from the Mass Market Division of the first defendant/the second defendant/MIP Properties or real estate negotiators from other agencies (if any);

(iii) after taking into account items (i) and (ii) above, the balance was agreed by the Plaintiff and the first defendant/the second defendant/MIP Properties to be applied as follows- (aa) that 7% shall be paid to the plaintiff; (bb) that 4% would be paid to the first defendant;

(cc) that 3% would be allocated to meet the then applicable goods and services tax of 6%;

(dd) that 3% would be paid to Flywheel Capital Sdn Bhd, a company jointly owned by the plaintiff and the first defendant;

(iv) after these payments were made, the balance would be allocated to- (aa) paying sales and service tax of 6% (where applicable); (bb) paying Project Managers, real estate negotiators from the Primary Market Division of MIP Properties; and

(cc) paying Team Leaders and/or Team Managers of MIP Properties.

from the balance after the above items are taken into account, it was agreed that there will be a deduction of an amount up to RM25,000.00 (to meet the monthly operating expenses of the Primary Market Division of MIP Properties). This would include but was not limited to the plaintiff's monthly wage in the sum of RM5,000.00;

(vi) any balance after the above payments are made was agreed to be equally distributed between the plaintiff and the first defendant. [16] In this regard, it appears that the first defendant testified during cross-examination that the plaintiff had merely been given the title and role of Head of Department but it was not a promotion. It was further alleged that the plaintiff remained as a real estate negotiator. [17] Starting with its point of view, the first defendant claims that MIP Properties started a new department sometime in 2012 or 2013 known as the Primary Market Division. The newly formed department would handle the sale of newly developed properties for which MIP Properties would act as an agent for property developers to market their properties. [18] This led to the plaintiff being appointed as the Business Development Manager of the Primary Market Division as part of its establishment. He was later appointed as Head of Department, receiving RM3,000.00 per month, which was later increased to RM5,000,00. [19] In addition to the prior REN contract, the plaintiff entered into a second agreement with MIP Properties known as the Contract for Service as Real Estate Negotiator on 21.1.2014 with the following terms: "PROFESSIONAL FEES The Company shall determine the professional fees to be charged to clients for any services performed. When the REAL ESTATE NEGOTIATOR performs any service whereby the professional fees is earned, the professional fees when collected shall be divided between the Company and the REAL ESTATE NEGOTIATOR in the manner as stated herein. The Company reserves the right to make special arrangements regarding the division of the professional fees. In the event of controversy over the payment of professional fees, the Company shall make a decision regarding the division, and this decision shall be final. In no case shall the Company be personally liable to the REAL ESTATE NEGOTIATOR for his/her professional fees. Distribution of the earned professional fees paid or to be collected by the said Company, shall take place after collection of such professional fees from the party or parties for whom the services may have been performed. PROFESSIONAL FEES: For sale or rental or leasing or auction of properties on Residential, Commercial, Agricultural, Industrial and others. The Real Estate Negotiator's professional fees is based on a flat rate of 40% and will be calculated subject to professional fees collected or as determined by the Company. However this will NOT be subjected to deductions for contributions to the Statutory Funds." [20] As a result of the above terms, the first defendant claims that the plaintiff was only entitled to receive a flat commission rate of 40% on all real estate deals closed by him. In this regard and contrary to the plaintiff's position, the first defendant asserts that the position as the Head of Department was merely a part of the plaintiff's role as a real estate negotiator, and thus, the only applicable and binding contracts between the plaintiff and the first defendant are the REN agreements made in 2008 and 2014. As far as the first defendant is concerned, that is all there is to it. [21] Having reviewed the evidence before me, I am not in a position to downplay the plaintiff's roles and responsibilities at MIP Properties. First of all, in the company profile for MIP Properties, there were only three individuals mentioned and they were the first defendant and DW2, along with the plaintiff himself, who had been portrayed as having achieved excellent sales results that earned him some top accolades. At that time, there were about 50 other real estate negotiators but none of them appeared alongside the first defendant and DW2. As of then, the plaintiff was a Business Development Manager for the Primary Market Division. Also featured was DW2's role as General Manager and Head of Mass Market Division. It should be clarified at this point that DW2 is the wife of the first defendant. She is also known as Abby Lum. In addition, she owns shares in the second defendant. [22] With regard to this, neither the existence of this company profile nor the plaintiff's designation as Business Development Manager are in dispute. In other words, his designation indicates that he was not merely a real estate negotiator. Having now established that the plaintiff once held the position of Business Development Manager, there is no reason for me not to acknowledge that the plaintiff was promoted to the position of Head of Department. [23] From this perspective, I note that the position of Head of Department was more than just an extension of a real estate negotiator's duties, as it came with some powers and additional benefits, such as the right to enter into contracts with other third parties, including developers, on behalf of MIP Properties. It cannot be denied that there were only two divisions within MIP Properties: the Mass Market Division and the Primary Market Division. This illustrates how vital the plaintiff was to MIP Properties. A mere real estate negotiator would not be involved with such responsibilities. In this regard, I do not accept the first defendant's contention to downplay the plaintiff's position as there was nothing credible before the court to address such an argument. [24] It is not without foundation that these findings have been made. Evidence shows that a number of contracts were signed by the plaintiff with other third parties while he was the Head of Department of MIP Properties, including a Real Estate Agency Agreement with Indo Aman Bina Sdn Bhd for a development known as Ativo Suites, a Contract for the Appointment of a Sales Agency for MET Corporate Towers with Triterra Sdn Bhd and a Contract for the Appointment of MIP Properties as property agent for the sale of Project Solaris PARQ with UEM Sunrise Berhad. In addition to this, there were instances where a number of other contracts were also addressed directly to the plaintiff by the third parties for consideration, including the appointment of MIP Properties as a sales agent. [25] Furthermore, despite the plaintiff's explicit description of his duties and responsibilities as a head of department, including pitching for work and marketing activities, strategising sales campaigns and discussions with the developers on sales progress, as well as assembling the sales team for all of those activities, I am of the opinion that none of these facts were challenged by the defendants, leaving me with the impression that they stand as they do. Also, the plaintiff appears to be managing the department's expenses and budgeting together with DW2. It is further demonstrated that the plaintiff had a business card with the designation of Head of Department of Primary Market Division which I have no doubt had been issued by MIP Properties given the facts surrounding the case as highlighted above. [26] The conclusion I have drawn is further strengthened by the fact that, despite the defendants' denial in their defence that the plaintiff was MIP Properties' Head of Department for the Primary Market Division and that he was merely a real estate negotiator, the defendants have, nevertheless, diverted their focus of arguments when the first defendant admitted during cross-examination that the plaintiff was indeed the head of such department. Although this is the case, the first defendant refused to admit during cross-examination that his defence that the plaintiff did not serve as a head of department was incorrect. I note that contradicting a party's position in a pleading with his own testimony can make that party unreliable. The credibility of the first defendant's testimony is further impacted by this. [27] Next, moving on to the issue of whether there was a revenue-sharing agreement between the plaintiff and the first defendant, it is alleged by the first defendant that it had occasionally made special arrangements with the relevant negotiators working for MIP Properties regarding the distribution of their professional fees. These special arrangements, according to the first defendant, were in the form of incentive payments to incentivise negotiators to close more deals. Therefore, the plaintiff was fully compensated for his services when he received a 40% commission from MIP Properties for all transactions he closed. Due to this, any other payments made in addition to that 40% fall under these special arrangements. In this regard, the first defendant rely on some calculations generated by an excel document to show that the plaintiff had been properly paid. [28] Having examined the positions taken by the parties, I find that there is enough evidence before the court to demonstrate the existence of such a revenue-sharing agreement between the plaintiff and the first defendant. Although there is no black-and-white description of its exact terms and calculation, this does not mean that such an agreement did not exist taking into account the following circumstances surrounding the case. [29] Regarding this, the testimony of DW2 lends credence to the existence of such a mutual arrangement between the plaintiff and the first defendant, as well as emails and WhatsApp communications between the parties that specifically mentioned 'profit sharing'. There is no indication in these emails and WhatsApp communications that a revenue-sharing agreement is not in place. The first email I believe that acknowledges the existence of this revenue-sharing [30] Also, DW2 and the plaintiff exchanged WhatsApp messages about the [31] Further, there were emails exchanged by the plaintiff showing that the plaintiff was requesting payment under the revenue-sharing agreement which [32] Based on the overall analysis of the above documents, it is evident that each document speaks for itself. Aside from that, DW2, in her testimony, acknowledged that she received the above first-mentioned email from the plaintiff. She further agreed that there appeared to be some kind of profit sharing, but when pressed by the plaintiff's learned counsel during cross-examination on the content of such an email, her answer was that she could not remember. Nonetheless, she agreed that the figure of 4% mentioned in the above emails and WhatsApp messages above was a calculation agreed between the first defendant and the plaintiff. It is also important to note that the plaintiff was never cross-examined by the first defendant regarding the composition of this email. The first defendant also failed to provide an alternative version of the narrative offered by the plaintiff. Therefore, this email has not been disputed and proves that the plaintiff and the first defendant did indeed have a revenue-sharing agreement. [33] Furthermore, the 4% to 7% figures mentioned in evidence as reflected in the above documents, and not denied by DW2, could not have been made up out of thin air. There must be some kind of foundation for it. This is especially true when the plaintiff was the one who appeared to have knowledge of the source of those profits made by the Primary Market Division and the precise percentage distribution amongst the relevant parties, particularly DW1. Nothing before the court shows that this was objected to back then. In light of this, even if the REN Contract is silent on this matter as suggested by DW2, the evidence presented during the trial suggests that such a profit-sharing agreement existed. This goes beyond REN's contract. To this end, despite the first defendant's efforts to suggest that there is a special arrangement, the evidence before the court does not support this claim. [34] I would like to conclude this point by addressing one issue. As highlighted above, the first defendant relied on calculations generated by an excel document to show that the plaintiff had been properly paid. Although this is the case, I am unable to accept the accuracy of such calculations since no source documents were provided for my verification. As it stands, it's nothing more than some calculations on an excel sheet. [35] In light of the above, it would be reasonable to hold that the revenue-sharing agreement was breached in the event of non-payment. [41] In relation to whether section 22C of Act 242 barred the plaintiff's claim, the first defendant argues that the plaintiff who is not a registered agent cannot receive a commission for the services rendered by him as a real estate agent. To support his claim, the first defendant cites the case of Poh Chat Jing v. Chua Joo Cheng @ Chua Su Yin [2015] 4 CLJ 1107; [2014] MLRHU 955 in which Yeoh Wee Siam J (as Her Ladyship then was) observed: [121] The acts carried out by the Plaintiff show that he had undertaken the work of an estate agent within the meaning of "estate agency practice" under s 2 of the VAEA. The alleged LOA was purportedly entered into on 20 July 2011, before the amendments were introduced by PU(A) A1404. However, the Plaintiff's performance of his job as an estate agent was after the date of coming into force of the above amendments. Therefore, the work purportedly done by the Plaintiff for which he claims commission and/or a fee in the form of a professional fee falls within the ambit of the amended definition of "estate agency practice". [43] In my analysis of section 22C of Act 242, I find that based on the factual circumstances that led to my conclusion regarding the existence of a revenue-sharing agreement, section 22C of Act 242 does not bar the plaintiff's claim. There is no evidence before the court that the plaintiff practiced or carried on business as an estate agent in this case. Furthermore, the plaintiff is not claiming revenue sharing as an estate agent who provided any professional advice or services. [44] Aside from Poh Chat Jing v. Chua Joo Cheng @ Chua Su Yin [2015] 4 CLJ 1107; [2014] MLRHU 955, where it was held that the actions taken by the plaintiff in that case indicated that he was an estate agent, the case of Matad Sdn Bhd v. Ng Chee Keong [2004] 2 CLJ 99 should also be referred to as a guidance. Gopal Sri Ram JCA (later FCJ), in delivering the judgment of the Court of Appeal on a similar issue under section 22C of Act 242, observed at p 105 that: With respect, we are unable to accept these submissions. They overlook the passage in the joint judgment in Gibb v. Federal Commissioner for Taxation to which we have already referred. Equally, they overlook the well-settled principle that words appearing in a section in a statute must be read in their proper context. This is in accordance with well settled guidelines for the interpretation of statutes. We will, later in this judgment, refer to authority that supports our view. What we need say for the present is that the word "acting" in the definition clause must be read contextually, that is to say, in the context of s. 22C. That section contemplates someone who "practises as" or who may "carry on business" as "an estate agent". (See s. 22C(1a) and (aa)). Special notice should also be taken of the use of the word "practise" in the opening words of s. 22C(1). Two points need to be made immediately. First, the section uses language that requires some system. Words such as "practise", "carry on business" point to a course of conduct: not to an isolated act. It is not unlike the Moneylenders Act cases. There too, a course of conduct or system is called for: see, Yeep Mooi v. Chu Chin Chua & Ors [1960] CLJU 169; [1981] 1 MLJ 14; Shamsudin v. Vijeyacone [1969] CLJU 171; [1971] 1 MLJ 7. It follows that the High Court did not fall into error by seeking assistance from those cases. Secondly, the section uses the term "estate agent". It is thus clear that the Act requires an estate agency relationship to exist between parties. In the absence of such a relationship the Act has no application. Whether such a relationship exists in a given case is a question of fact depending upon the facts and circumstances of each case. [45] Due to this, no real estate agency relationship existed between the plaintiff and the first defendant. This action appears to be brought solely in the plaintiff's capacity as head of the Primary Market Division. Therefore, section 22C of Act 242 does not bar the plaintiff's claim. [46] As for whether or not the plaintiff's claim is illegal under Rule 91(1) and (2) of the Rules, the plaintiff argues that the defendants have not provided any evidence that the plaintiff's claim exceeds 40% of the professional fee for a particular transaction. According to the plaintiff, this is in line with Rule 91 (2) of the Rules in the sense that it allows a commission to be paid to a staff member not exceeding 40% of the professional fee in a particular transaction. Based on the revenue-sharing agreement discussed above, the plaintiff is entitled to 7% and an equal distribution of the remaining balance. In this regard, there is no evidence before the court that it exceeds 40% in any particular transaction. [47] It is also argued by the plaintiff that even if the revenue-sharing agreement is illegal, it should nonetheless be deemed legally binding by this court. In citing Patel v. Mirza [2017] 1 All ER 191, the plaintiff argues that despite the fact that the doctrine of illegality remains rooted in the principle that enforcing such a claim would be detrimental to the integrity of the legal system and against the public interest, the court must balance the so-called trio considerations propounded by Lord Toulson in Patel v. Mirza [2017] 1 All ER 191 that include the need to take into account the underlying purpose of the prohibition, whether the claim would undermine any other relevant public policy as well as the possibility of overkill if the law is not applied proportionally. The following is what Lord Toulson had to say about this issue in Patel v. Mirza [2017] 1 All ER 191 at p 220: [101] That is a valuable insight, with which I agree. I agree also with Professor Burrows's observation that this expression leaves open what is meant by inconsistency (or disharmony) in a particular case, but I do not see this as a weakness. It is not a matter which can be determined mechanistically. So how is the court to determine the matter if not by some mechanistic process? In answer to that question I would say that one cannot judge whether allowing a claim which is in some way tainted by illegality would be contrary to the public interest, because it would be harmful to the integrity of the legal system, without (a) considering the underlying purpose of the prohibition which has been transgressed, (b) considering conversely any other relevant public policies which may be rendered ineffective or less effective by denial of the claim, and (c) keeping in mind the possibility of overkill unless the law is applied with a due sense of proportionality. We are, after all, in the area of public policy. That trio of necessary considerations can be found in the case law. [49] In determining whether or not the plaintiff's claim is illegal under Rule 91(1) and (2) of the Rules, I find that the plaintiff's claim against the first defendant cannot be limited solely to the element of 'commercial transactions' or 'commercial contracts' as suggested by the plaintiff or that in dealing with statutes regulating commercial transactions, this court shouldn't assume illegality too quickly (See Maple Amalgamated Sdn Bhd & Anor v. Bank Pertanian Malaysia Bhd [2020] CLJU 304; [2021] 6 MLJ 348). This aspect of the case is obvious to me, as there is no escaping the fact that the plaintiff's revenue-sharing claim arose out of profits from agency fees and commissions generated by the first defendant's professional services. Further support for this is provided by the fact that the plaintiff's claim is based solely on revenue generated by the Primary Market Division in which he held the position of department head. No matter what terms are used, those revenues were generated as a result of the first defendant's professional services. [50] Further to the above, despite the plaintiff's argument that he is not claiming as a real estate negotiator but rather as the Head of Department, I find that the plaintiff still falls within the scope of Rule 91(1) and (2) of the Rules. This is due to the fact that Rule 91 (1) and (2) of the Rules appear to have a broader scope. In the first instance, it explicitly refers to the participation of 'others' in profits. I cannot ignore the fact that the plaintiff falls within the definition of "others" in his capacity as Head of Department. In this sense, participation is not limited to negotiators. Secondly, the plaintiff's claim of revenue sharing also falls under the definition of profits. Aside from that, the first defendant is also prohibited from allowing or agreeing to allow anyone else, including the plaintiff, to participate either directly or indirectly in the sharing of agency fees or commissions from the professional work of the first defendant. According to my understanding, this is done to protect the integrity of the profession itself as well as to ensure that only registered agents have the authority to manage their own businesses. It is of fundamental importance to the purpose of these Rules. [51] As regards the argument that it is the first defendant's burden to demonstrate that the plaintiff's claim is above 40%, I find that Rule 91

andRule 91(2) of the Rules are to be treated differently because Rule 91(2) of the Rules specifically refers to the payment of commissions while Rule 91(1) of the Rules specifically deals with profits as a whole. In the case before me, the plaintiff is not claiming for his commissions, but rather for revenue sharing, which is totally different from commissions and therefore does not fall under Rule 91(2) of the Rules. As far as I am concerned, if there is any form of profit sharing, it is not permissible. The difference between a profit and a commission is significant. It should be noted that commissions are expenses for the first defendant, and do not count towards profits. Therefore, the first defendant and, by extension, the plaintiff are subject to Rule 91 (1) and (2) of the Rules. [52] In light of the above, I find that the plaintiff's claim is also unenforceable under Section 24 of the Contracts Act 1950 since it violates Rule 91(1) and (2) of the Rules. Putting that into perspective, Section 24 of the Contracts Act 1950 states:

What considerations and objects are lawful, and what not the consideration or object of an agreement is lawful, unless

it is forbidden by a law;

it is of such a nature that, if permitted, it would defeat any law;

it is fraudulent;

it involves or implies injury to the person or property of another, or

the court regards it as immoral, or opposed to public policy. In each of the above cases, the consideration or object of an agreement is said to be unlawful. Every agreement of which the object or consideration is unlawful is void. [53] There is one last issue I want to address before I conclude this discussion. The plaintiff argues that any violation of Rule 91(1) and (2) of the Rules does not render the agreement illegal. To support this argument, the plaintiff's counsel draws upon the case of PJD Regency Sdn Bhd v. Tribunal Tuntutan

Pembeli Rumah & Anor And Other Appeals [2021] 2 CLJ 441; [2021] 1 MLRA In this case, speaking on behalf of the Federal Court, The Right Honourable Tengku Maimun Tuan Mat CJ observed at pp 526 & 527 that despite the Housing Development (Control and Licensing) Regulations 1989 prohibiting the developer from collecting booking fees, the agreements were not ex facie illegal since they were based on statutory contracts, thereby making only the act of collecting booking fees illegal: [51] It is abundantly clear at this stage that the developers who collect booking fees do so in express contravention of reg 11 (2) of the HDR 1989. Without prejudging the matter, it is possible for any reasonable person to conclude that the developers have committed an offence under reg 13(1) of the HDR 1989. Further, solicitors or anyone else who have collected the fees as stakeholders or who have advised or encouraged the developers to do so have similarly committed an offence under reg 13(3). For completeness, we set out these provisions as follows: "13. (1) Any person who contravenes any of the provisions of these Regulations shall be guilty of an offence and shall be liable on conviction to a fine not exceeding fifty thousand ringgit or to a term of imprisonment not exceeding five years or to both

Any person who knowingly and willfully aids, abets, counsels, procures or commands the commission of an offence against any provision of these Regulations shall be liable to be punished with punishment provided for the offence." [52] During the hearing of these appeals, we posed a question to counsel for the developers on the effect of the transaction between parties in these cases vis-a-vis the issue of illegality. Counsel's rather simple reply was that while the breach of reg 11 (2) might attract penal sanctions, it does not affect the substantive validity of the Scheduled Contracts in these appeals. [53] For the sake of the industry in this country and given the rampancy of this practice of collecting booking fees as openly conceded by counsel for the developers, this point requires analysis. And, as is apparent from the judgment of this court in Palm Oil Research And Development Board Malaysia & Anor v. Premium Vegetable Oils Sdn Bhd [2004] 2 CLJ 265; [2004] 1 MLRA 137, this court may deal with any matter which it considers relevant for the purpose of doing complete justice according to the substantial merits of a particular case. [54] The law on illegality and contracts is generally provided for in the Contracts Act 1950. Section 10(1) stipulates that all agreements are contracts if they are, inter alia, made with lawful consideration. Section 24 in turn provides, among other grounds, that the consideration or object of an agreement is unlawful if

it is forbidden by law or (b) it is of such a nature that, if permitted, it would defeat any law. Apart from the Contracts Act 1950, the law on illegality in contracts is further supplemented by common law (both Malaysian and English). [55] Looking at the transactions herein holistically, we do not consider the agreements to be ex facie illegal as they are based on statutory contracts. There is no question of the Scheduled Contracts in this case being forbidden by law or that they are of such a nature that, if permitted, would defeat any law because they are themselves prescribed by law. What we have here is an instance whereby one party to the contracts namely the developers, have committed an illegal act in securing the contracts. Thus, it is not the contracts per se that are illegal rather it is their performance which has violated the strict terms of reg 11(2) of the HDR 1989 and the Schedules to the Scheduled Contracts. [54] As a result of the above argument presented to the court by the plaintiff, the learned counsel for the plaintiff now argues that the Disciplinary Board would only take disciplinary action if any contravention were found to have occurred under Rule 91(2) of the Valuers, Appraisers and Estate Agents Rules

According to Rule 107 of the Code of Conduct and Ethics (Registered Estate Agent), a registered estate agent found liable on conviction faces a fine not exceeding RM3,000.00. As for Rule 107 of the Code of Conduct and Ethics (Registered Estate Agent), it is argued that the penalty is less severe than in PJD Regency Sdn Bhd v. Tribunal Tuntutan Pembeli Rumah & Anor And Other Appeals [2021] 2 CLJ 441; [2021] 1 MLRA 506, which results in imprisonment. [55] In spite of the learned plaintiff's counsel's best efforts, I regretfully cannot agree with his proposal. It is my opinion that in PJD Regency Sdn Bhd v. Tribunal Tuntutan Pembeli Rumah & Anor And Other Appeals [2021] 2 CLJ 441; [2021] 1 MLRA 506, the agreements were intact because the developer and the buyers had entered into statutory contracts for the purchase of those houses as opposed to a private contract. As I held above, in the case before me, the revenue-sharing agreement was entirely premised on commission sharing, which is illegal under Rule 91(2) of the Rules. Therefore, the entire agreement cannot be saved, let alone the illegal act itself. If I were to allow this claim, it would have the effect of allowing other parties not authorised by Rule 91(2) of the Rules to start having similar arrangements while keeping in mind they only have to pay RM3,000.00 in fines. [56] Accordingly, I conclude that the specific findings above and the circumstances of the case before me do not support the applicability of the principles in Patel v. Mirza [2017] 1 All ER 191. This is not merely a commercial transaction per se. There is a direct impact on the performance of the revenue-sharing agreement due to its illegality. Furthermore, I also find that Rule 91(1) and (2) of the Rules does not require the plaintiff to show the transactions that [19] The Appellant is dissatisfied with the Decision and has thus on 15th January 2024 appealed to the Court of Appeal. FINDINGS OF THIS COURT [20] Our function here is plainly that of review only. In Perembun (M) Sdn Bhd v. Conlay Construction Sdn Bhd [2012] CLJU 1416 (CA), Abdul Wahab Patail JCA held as follows with emphasis added by us: "[4] Both parties began their submissions with the clear understanding that an appellate court will be slow to interfere with the findings of facts and judicial appreciation of the facts in the trial judge. They cited this court in Sivalingam Periasamy v. Periasamy & Anor [1996] 4 CLJ 545 CA; [1995] 3 MLJ 395 CA. This general principle was adopted by this court in Lee Ing Chin & Ors v. Gan Yook Chin & Anor [2003] 2 CLJ 19 and other cases. It is clear it is a general principle and that there are exceptions when appellate intervention is necessary to ensure justice is done. In the cases regularly cited, the terms "intervene" and "interfere" are used interchangeably. A more precise use of terminology would remove much unnecessary confusion and argument. It is more precise to say that an appellate court will intervene to correct an injustice when it is shown to have occurred in the trial court, but it would be an interference otherwise. ... [7] There is almost no limit to the range within which cases in court may vary. At one end there are cases that involve solely questions of law, and no facts are disputed. On the other there are cases that involve no law but all the facts are disputed. Within these cases there may be cases with disputed facts that involve solely interpretation and inferences leading to a conclusion on a finding on the disputed fact, and there may be other cases with disputed facts that involve solely oral evidence and the finding depends entirely upon an assessment of the credibility of witnesses who testified and were tested before the trial judge. [8] Hence, the proper approach is that if (a) it is shown that the judgment cannot be explained or justified by the special advantage enjoyed by the trial judge by reason of having seen and heard the witnesses testify and being tested before him, and (b) an injustice is demonstrated to have been occasioned by any error by the trial judge, for example:

the judgment is based upon a wrong premise of fact or of law;

there was insufficient judicial appreciation by the trial judge of the evidence of circumstances placed before him;

the trial judge has completely overlooked the inherent probabilities of the case;

that the course or events affirmed by the trial judge could not have occurred;

the trial judge had made an unwarranted deduction based on faulty judicial reasoning from admitted or established facts; or

the trial judge had so fundamentally misdirected himself that one may safely say that no reasonable court which had properly directed itself and asked the correct questions would have arrived at the same conclusion; an appellate court will intervene to rectify that error so that injustice is not occasioned." [21] Furthermore, in Ng Hoo Kui & Anor v. Wendy Tan Lee Pheng, Administrator of the Estates of Tan Ewe Kwang, Deceased & Ors [2020] 10 CLJ 1 (FC), Zabariah Mohd Yusof FCJ held as follows with emphasis also added by us: From the aforesaid authorities, there appears to be a difference in approach taken and applied by the UK Supreme Court and the approach taken by the Malaysian courts. Whilst Lord Reed in Henderson (supra) separated the four non exhaustive identifiable errors of a trial judge from the plainly wrong test:

a material error of law;

(ii) a critical finding of fact which has no basis in the evidence;

(iii) demonstrable misunderstanding of relevant evidence; and

(iv) a demonstrable failure to consider relevant evidence; (all of which justifies appellate intervention of a trial judge's decision), this court in Gan Yook Chin (supra) effectively included them under what amount to the trial judge as being "plainly wrong". [72] The phrase "lack of judicial appreciation of evidence" used in Gan Yook Chin (supra) could very well encompass three out of four errors of a trial judge (other than the "material error of law") said to be identifiable by Lord Reed in Henderson (supra), namely:

critical factual finding which has no basis in evidence;

(ii) demonstrable misunderstanding of relevant evidence; and

(iii) demonstrable failure to consider relevant evidence. [73] Given that the issue at present is about identifying situations where the findings of fact by a trial court justify appellate intervention, the other identifiable error of "material error of law" listed by Lord Reed in Henderson (supra) can occur when a trial judge erroneously apply legal principles (eg rules of evidence) in the course of making a finding of fact, thus resulting in a lack of judicial appreciation of evidence. For example, when a trial judge erroneously placed a burden of proof on a party, that will lead the judge to misdirect himself when he attempts to interpret the factual matrix before him. The commission of material error of law by the trial judge in arriving at his conclusions (eg, the requirement of proof of intention in constructive trust as opposed to express trust), also justifies an appellate court reversing such conclusions. [74] Thus, whilst there is a slight difference in approach of appellate intervention, both the UK Supreme Court and our Federal Court effectively shares a common thread where it has been held that appellate intervention is justified where there is lack of judicial appreciation of evidence. [75] The Court of Appeal in Singapore applies the plainly wrong test which is similar to our Federal Court, as illustrated in Damu Jadhao v. Paras Nath Singh [1965] CLJU 30; [1965] 1 LNS 30; [1976] 1 MLJ 151, when it held: The principles under which an appellate court acts when an appellant seeks to displace the conclusion arrived at by a trial judge on questions of fact have been very recently restated by the Privy Council in the case of Tay Kheng Hong v. Heap Moh Steamship Co Ltd [1964] CLJU 202; [1964] 1 LNS 202; [1964] MLJ 92 and [1965] 2 MLJ 151 at 153 need only refer to a passage of the judgment of Lord Guest when dealing with the matter, where he states: Before the Court of Appeal in Singapore was entitled to reject the trial judge's estimate of the credibility of the appellant and Goh Leh they would have to be satisfied that the trial judge's view was plainly wrong and that any advantage which he enjoyed by having seen and heard the witnesses was not sufficient to explain his conclusion. This case seems to me to be completely dependent on the trial judge's estimate of the credibility of the appellant and his witnesses and nothing that counsel for the appellant has put forward in his arguments before me has persuaded me that the trial judge's view of the credibility of the witnesses before him was in any way plainly wrong. [76] What is pertinent is that, the "plainly wrong" test is not intended to be used by an appellate court as a mean to substitute its own decision for that of the trial court on the facts. [77] It is to be observed that this court in Tengku Dato' Ibrahim Petra Tengku Indra Petra (supra) had referred to McGraddie (supra ) and Henderson (supra ) and has adopted the Henderson (supra ) approach of the "plainly wrong" test in determining whether the trial court's findings of fact is reversible upon appeal: Recently in Henderson v. Foxworth Investments Ltd and Another [2014] 1 WLR 2600, the United Kingdom Supreme Court held that in the absence of some other identifiable error, such as a material error of law or the making of a critical factual finding which had not interfered with the factual finding which had no basis in the evidence, an appellate court should not interfere with the factual findings of a trial judge unless it was satisfied that the decision of the trial judge was "plainly wrong" in the sense that it could not reasonably be explained or justified and so was one which no reasonable judge could have reached, and that if the appellate court was not satisfied that the decision came within that category it was irrelevant that, with whatever degree of certainty, it considered that it would have reached a different conclusion from the trial judge. [78] Hence following this court's ruling in Tengku Dato' Ibrahim Petra Tengku Indra Petra (supra) an appellate court should not interfere with the factual findings of a trial judge unless it was satisfied that the decision of the trial judge was "plainly wrong" where in arriving at the decision it could not reasonably be explained or justified and so was one which no reasonable judge could have reached. If the decision did not fall within any of the aforesaid category, it is irrelevant, even if the appellate court thinks that with whatever degree of certainty, it considered that it would have reached a different conclusion from the trial judge. [79] The outcome of the present appeal would therefore turn upon whether the findings of the learned trial judge were reasonably made. ... [148] Given the aforesaid, we form the view that rather than adopting a rigid set of rules to demarcate the boundaries of appellate intervention insofar as findings of fact are concerned, the "plainly wrong" test as espoused in decisions of this court should be retained as a flexible guide for appellate courts. As long as the trial judge's conclusion can be supported on a rational basis in view of the material evidence, the fact that the appellate court feels like it might have decided differently is irrelevant. In other words, a finding of fact that would not be repugnant to common sense ought not to be disturbed. The trial judge should be accorded a margin of appreciation when his treatment of the evidence is examined by the appellate courts. [22] For purposes of this appeal, it is relevant that we reproduce s. 22C of the Act as well rule 91 of the Rules which provide:

Restrictions on estate agency practice

No person shall unless he is a registered estate agent and has been issued with an authority to practice under section 16 -

practise or carry on business or take up employment under any name, style or title containing the words "Estate Agent", "House Agent", "Property Agent", "Land Agent", "House Broker", "Real Estate Agency Consultant", or the equivalent thereto, in any language or bearing any other word whatsoever in any language which may reasonably be construed to imply that he is a registered estate agent or that he is engaged in estate agency practice or business; (aa) carry on business or take up employment as an estate agent;

display any signboard or poster, or use, distribute or circulate any card, letter, pamphlet, leaflet, notice or any form of advertisement, implying either directly or indirectly that he is a registered estate agent or that he is engaged in estate agency practice or business; (ba) offer for sale, rent or lease or invite offers to purchase, rent or lease any land, building and any interest therein irrespective of whether such land, building and interest is located within Malaysia or outside Malaysia: Provided that where foreign properties are to be marketed in Malaysia, such offer or invitation shall be made by or through an estate agent practising and residing in Malaysia on behalf of a principal or an estate agent practicing or residing outside Malaysia;

undertake any of the work specified in section 22B; or

be entitled to recover in any court any fees, commissions, charges or remuneration for any professional advice or services rendered as an estate agent.

Notwithstanding subsection (1)-

an owner of any land, building and any interest therein may sell or rent or lease or sublease, or offer to sell or rent or lease or sublease, such land, building and interest;

a licensed auctioneer may sell or offer to sell any land, building and any interest therein by public auction;

a holder of a power of attorney in respect of any land, building and any interest therein, acting gratuitous and for no commission, fee, reward or other consideration, may sell, purchase or rent, or offer to sell, purchase or rent, such land, building and interest; and

a negotiator may assist the registered estate agent in the estate agency practice.

For the purpose of paragraph (2)(d), "negotiator" means a person who is employed by a registered estate agent to assist him in the estate agency practice.

The provisions relating to estate agency practice in subsections (1) and (2) shall apply mutatis mutandis to a firm. and

Participation of others in profits.

No registered estate agent shall, directly or indirectly, allow or agree to allow participation by any other person, not being a registered valuer, appraiser or estate agent, who is permitted to practice estate agency in the profits of his professional work in agency fees or in commissions.

Notwithstanding paragraph (1), a registered estate agent may pay a commission to a member of his staff who is under his control or supervision in the aggregate not exceeding forty percent (40%) of the professional fee in a particular transaction. [23] From the memorandum of appeal and submissions advanced before us, it is plain to us that the Appellant has been engaged by the Respondent playing the role of both as a real estate negotiator of MIP as well as a quasi-employee being the head of department primary market division of MIP. [24] It is not in dispute that the Appellant has been remunerated his 40% commission based on the Contract in respect of the sales agency agreements entered between MIP and its respective client which he brought in as real estate negotiator for MIP in relation to the Condominiums. [25] centred on his renumeration based on the Revenue Sharing Agreement pertaining to his services rendered as head of department of the primary market division in relation to the Condominiums which he has particularised in paragraph 11 of his statement of claim as follows:

The relationship between the Plaintiff and Defendants (including MIP Properties) was subject to the following terms

In his capacity as real estate negotiator, the Plaintiff undertook his trade as Head of Department for the Primary Market Division

(ii) as Head of Department, the Plaintiff and the Defendants (or any one them, including MIP Properties) entered into a revenue-sharing arrangement as follows:

all monthly revenue generated in respect of the Primary Market

(I) for revenue generated from the Met 1 Residences Project, a sum equivalent to 6.667% was to be allocated to meet potential cancellation and/or refund fees of Met 1 Residences Project, Ativo Suites, Solaries Parq, Panorama Residences, Astrea Residences, Ascencia Residence and Pentamont Residences. - As at 26.4.2019, the sum equivalent to 6.667% amounted to RM 64,960.19. This sum was expected to increase as D1/D2/MIP Properties received payment of sums due from clients and customers;

after said allocation, whatever balance (including revenue from other streams) was agreed to be applied toward payment to real estate negotiators from the Mass Market Division of D1/D2/MIP Properties or real estate negotiators from other agencies (if any);

after taking into account items (I) and (II) above, the balance was agreed by the Plaintiff and D1/D2/MIP Properties to be applied as follows

(A) that 7% shall be paid to the Plaintiff;

(B) that 4% would be paid to D1;

(C) that 3% would be allocated to meet the then applicable goods and services tax of 6%;

(D) that 3% would be paid to Flywheel Capital Sdn Bhd, a company jointly owned by the Plaintiff and D1;

after these payments were made, the balance would be allocated to

(A) paying sales and service tax of 6% (where applicable);

(B) paying Project Managers, real estate negotiators from the Primary Market Division of

(C) paying Team Leaders and/or Team Managers of MIP Properties

(V) any balance after the above payments are made was agreed to be equally distributed between the Plaintiff and the D1. (the ). [26] The learned Judicial Commissioner found the alleged oral Revenue Sharing Agreement constituted a contract that existed between the parties. The Respondent however considered the Revenue Sharing Agreement as merely a gratuitous promise to pay the Appellant at its absolute discretion. [27] Upon our review, we fin pleaded and calculated pursuant to the Revenue Sharing Agreement is indeed profit-sharing as a quasi-employee. This is because the remuneration has been calculated as the balance between s with its client. It is undoubtedly not a commission which is either a percentage of sales revenue or a fixed fee. Neither is it also a fixed salary or allowance for serving as the head of department primary market division of MIP. [28] On the facts and circumstances here, we therefore concur with the learned Judicial Commissioner that s. 22C of the Act is inapplicable because the Appellant (albeit is not a registered estate agent) did not carry out the business of estate agency by himself. He was at all material times a real estate negotiator employed by MIP to act on its behalf and had been paid a commission for the sale agency agreements he brought in relating to the Condominiums. [29] As to rule 91 of the Rules, we find that the Appellant contravened rule 91(1) because the Appellant, who is not a registered estate agent, in relation to the Condominiums sale agency agreements brought in for MIP by its other real estate negotiators. He However, the Appellant is at best permitted to be remunerated a commission only as stipulated in rule 91(2). The-sharing claim based on the Revenue Sharing Agreement is beyond that permissible by rule 91(2). [30] It therefore follows as a matter of law that the Revenue Sharing Agreement contract is illegal because the Rules are bye-laws made pursuant to the Act; contravention of the rules is on par with contravention of the Act. [31] As a result, the Revenue Sharing Agreement contract has been discovered and accordingly pronounced void by the learned Judicial Commissioner due to the aforementioned illegality. We are in concurrence. [32] The consequences of illegality by virtue of contravention of statute has been set out recently by the Federal Court in Detik Ria Sdn Bhd v. Prudential Corporation Holdings Ltd & Anor [2025] 3 MLRA 544 (FC) where Nallini Pathmanathan FCJ held as follows with emphasis added by us: Even when looked at in the specific context where there has been a contravention of the law or an illegality, the English law of contract prior to the codification in India, bears out this general principle of restoration. [120] Perhaps the best exposition of this principle of restitution or restoration is by Lord Sumption who dissented in Patel v. Mirza [2016] UKSC 42 ("Patel") but whose historical analysis of the law is flawless: "250........ The effect is to put the parties in the position in which they would have been if they had never entered into the illegal transaction, which in the eyes of the law is the position which they should always have been in.

The judges who first formulated the modern law of illegality at the end of the 18th century had no difficulty about this. In Smith v. Bromley (1760) 2 Doug 696n, 697, one of Lord Mansfield's earliest statements on this area of law, he thought that restitution of an illegal consideration was "necessary for the better support and maintenance of the law". In Neville v. Wilkinson (1782) Lord Chancellor Thurlow referred to this statement and "declared his opinion, that, in all cases where money was paid for an unlawful purpose, the party, though particeps criminis, might recover at law; and that the reason was, that if courts of justice mean to prevent the perpetration of crimes, it must be not by allowing a man who has got possession to remain in possession, but by putting the parties back to the state in which they were before". This was the basis on which relief was granted, at any rate by Mellish LJ and Bagallay LJ, in Taylor v. Bowers [1876] 1 QBD 291 traditionally regarded as the leading case, and by Lord Atkinson delivering the advice of the Privy Council in Petherpermal Chetty v. Muniandi Servai [1908] LR 35 Ind App 98, 103." (Patel, [250] and [251]; see also Lord Mance in [195]-[197] of Patel who makes the same point) [121] While cautioning against the conflation of the law in relation to the use of the word "restitution" in the Malaysian context because of its connotations to the separate law of unjust enrichment as a cause of action, the thrust of the observation above is still clear: where there is a contravention of the law, the court can restore parties to the position they were, as if they never entered the contravening transaction. This is a trite principle of recovery or remedies under the law of contract. [122] The point to this exposition of s 66 therefore is that it is a section both broad and wide in its ambit. Section 66 is the statutorily prescribed remedy for situations where there is part performance of a contract and, for whatever reason, be it frustration or an illegal act, the contract becomes or is discovered to be void. This is why s 66 is housed within Part v of the Contracts Act: a part entitled 'Of the Performance of Contracts' - an indication that s 66 is targeted toward contracts which have been partially performed but are then discovered to be void. [123] This is a remedy or more accurately perhaps, a statutory consequence, that requires judicial discretion in order to determine the situations in which this broad-based principle is applicable. Our courts have, in this vein, routinely held that s 66 is a discretionary remedy (Badiaddin Mohd Mahidin & Anor v. Arab Malaysian Finance Bhd [1998] 1 MLRA 183; [1998] 1 MLJ 393; [1998] 2 CLJ 75; [1998] 1 AMR 909 at p 200). The principles under which this discretion should be exercised have been canvassed in our case law. [124] We wish to draw attention however, to the specific context of a breach of a statutory prohibition and the need to give primacy to the statutory purpose of the prohibition. When considering if a contract is void for the contravention of a statute, the statutory purpose is analysed to evaluate if the said purpose of that statute [126] It must be noted that it will often be the case that the statutory purpose does not militate against the grant of the s 66 remedy. The reason for this is well-articulated by Lord Sumption in Patel: "250. Of course, in order to demonstrate that the basis for the payment had failed, Mr Patel must say what that basis was, which would necessarily disclose its illegality. In my opinion, the reason why the law should nevertheless allow restitution in such a case is that it does not offend the principle applicable to illegal contracts. That principle, as I have suggested above, is that the courts will not give effect to an illegal transaction or to a right derived from it. But restitution does not do that. It merely recognises the ineffectiveness of the transaction and gives effect to the ordinary legal consequences of that state of affairs. The effect is to put the parties in the position in which they would have been if they had never entered into the illegal transaction, which in the eyes of the law is the position which they should always have been in." In other words, as put by Niamh Connolly in his 2013 article entitled "Re-examining Illegality in Restitution: A reason to deny restitution, or to grant it?" Edinburgh, Scotland: The Society of Legal Scholars, 20: ".....restitution operates independently of the intentions or plans of the parties, so granting restitution does not usually "aid illegality". On the contrary, ordering mutual restitution of benefits transferred obliterates any practical effects of the illegal act. It thwarts the parties' illegal objective, returning them to the "status quoante". [127] Again, while the language of restitution is used in much of the material cited, it means or applies with equal force to the remedy of restitutio in integrum or, in simpler terms, placing the parties back in their original position, as provided for under s 66. Putting parties back to the position they were in before the illegal act if anything, thwarts the illegal objective as opposed to assisting it. Therefore, caution should be exercised before holding that the mere fact that parties entered into a contract that subsequently became illegal by reason of their conduct in the performance of the contract, automatically precludes the application of the remedy afforded in s 66. [128] Indeed, this is not unfamiliar to our courts. This line of reasoning has been recognised early on by the Malaysian courts in Menaka: "The effect of s 65, (s 66 of the Malayan Contracts Ordinance) is that, in such a situation, it enables a person not in pari delicto to claim restoration since it is not based on an illegal contract but dissociated from it. That is permissible by reason of the section because the action is not founded on dealings which are contaminated by illegality. The party is only seeking to be restored to the status quo ante [33] As a result, the Appellant is thus disabled from claiming for loss of profit based on the Revenue Sharing Agreement contract if not also obliged to refund the Respondent for those profit already paid out to the Appellant unless the Respondent has been in pari delicto. There is however neither indisputable proof that the Respondent was equally complicit as so alleged by the Appellant nor that the Respondent made a counterclaim and/or cross or separate appeal for refund of distributed profit share from the Appellant. [34] For completeness, we further find, contrary to that alleged by the incentive payment (if any) must have been pursuant to the gratuitous promise as so conceded by the Respondent for the services rendered by the Appellant as the head of department primary market division of MIP. CONCLUSION [35] For the foregoing reasons, we find that the learned Judicial Commissioner is not plainly wrong in any way warranting our appellate intervention. [36] The appeal is hence dismissed and the Decision of the High Court is affirmed. The Appellant shall pay the Respondent costs of RM 30,000 subject to allocator. Dated this 22nd January, 2026 Sgd. LIM CHONG FONG COURT OF APPEAL JUDGE LIST OF COUNSELS: Counsels for the Appellant Solicitors for the Appellant MESSRS. CECIL ABRAHAM & PARTNERS Advocates & Solicitors, Suite 12.01, Premier Suite, Level 12, Menara 1MK, 1, Jalan Kiara, 50480 Kuala Lumpur. Counsel for the Respondent Wong Chong Wah Wong Chun-Keat Celeste Lu Solicitors for Respondent MESSRS. WONG & WONG Advocates & Solicitors, Unit 13A-3, 13A Floor, Oval Damansara, No.685 Jalan Damansara, 60000 Kuala Lumpur. STATUTE/LEGISLATION REFERRED TO: ss. 22C of Valuers, Appraisers, Estate Agents and Property Managers Act 1981; Rule 91(1) of the Valuers, Appraisers and Estate Agents Rules 1986. CASES REFERRED TO: Perembun (M) Sdn Bhd v. Conlay Construction Sdn Bhd [2012] CLJU 1416; Ng Hoo Kui & Anor v. Wendy Tan Lee Pheng, Administrator of the Estates of Tan Ewe Kwang, Deceased & Ors [2020] 10 CLJ 1; and Detik Ria Sdn Bhd v. Prudential Corporation Holdings Ltd & Anor [2025]