Ntroupe Resources v Tebook House Sdn. Bhd. (BA-22NCvC-297-07/2025)

This is an application by the Plaintiff under Order 14 of the Rules of Court 2012 (ROC) for summary judgment against the Defendant. The Plaintiff seeks judgment for the sums of RM2,500,000.00 and RM1,500,000.00, said to be due under an agreement dated 13 March 2024, together with interest and costs.

I heard the parties and considered the pleadings, the affidavits filed in support and in reply, as well as the written submissions 24/02/2026 09:39:20 BA-22NCvC-297-07/2025 Kand. 33 and authorities relied upon. After doing so, I allowed the Plaintiff’s application and entered summary judgment as prayed, with costs of RM5,000 to be paid by the Defendant.

Defendant now appeals to the Court of Appeal, and below are my grounds.

The salient facts are largely not in dispute.

By a letter of acceptance (LOA) dated 1 December 2023, Koperasi Perkhidmatan Pelajaran Nasional Berhad (KOPENAS) appointed the Defendant in respect of a project described as “MEMBEKALKAN ALAS MEJA (TABLE MAT L706MM X D610MM) KEPADA SELURUH KOPERASI SEKOLAH DI SEMENANJUNG MALAYSIA” (the project). Subsequently a purchase order dated 1 March 2024 was issued for 1 million table mats for the sum of RM10,000,000.00.

Upon securing the LOA and the purchase order, the Defendant required funds to complete the Project. By way of an agreement dated 13 March 2024 (the Agreement), it was agreed, amongst others, that upon execution of the Agreement, the Plaintiff shall provide an investment in the sum of RM2,500,000.00. In consideration thereof, the Defendant agreed to pay the Plaintiff an amount of RM4,000,000.00, being the initial investment of RM2,500,000.00 (Initial Investment) together with a “Return on Investment” of RM1,500,000.00. The amount of RM4,000,000.00 was to be paid in accordance with a fixed payment schedule between April and July 2024.

7.

The Defendant subsequently informed the Plaintiff that the Project had been rescheduled to commence in the academic year 2025 and that, in light of this development, the sum of RM2,500,000.00 would be returned. The Defendant proposed several repayment schedules for the refund of

Despite these representations, the Defendant did not refund the Initial Investment of RM2,500,000.00 and did not pay the Return on Investment of RM1,500,000.00. The Plaintiff therefore commenced this action to recover those sums. Order 14 application

The Plaintiff’s grounds for the Order 14 application, as set out in its written submissions and supporting affidavits, may be summarised as follows:

The Plaintiff has established a prima facie case based on a clear and undisputed written agreement dated 13 March 2024.

It is undisputed that pursuant to the Agreement, the Defendant agreed to pay the Plaintiff RM4,000,000.00, comprising RM2,500,000.00 as the Initial Investment and RM1,500,000.00 as the Return on Investment, in accordance with the agreed payment schedule.

It is undisputed that the Plaintiff has paid the sum of RM2,500,000.00 pursuant to the Agreement.

It is also undisputed that the Defendant has failed to make payment of RM4,000,000.00 in accordance with the agreed schedule.

The Defendant has, on numerous occasions, stated that it would refund RM2,500,000.00 and has proposed repayment schedules. The Plaintiff contends that these correspondences amount to acknowledgements of liability.

The Defendant’s reliance on KOPENAS’s postponement of the Project does not constitute a defence in law. The Agreement does not make payment conditional upon the continuation or completion of the Project.

The LOA between the Defendant and KOPENAS has no bearing on the Defendant’s obligations under the Agreement with the Plaintiff.

The Defendant has failed to raise any bona fide triable issue of fact or law. The Plaintiff, therefore, submits that this is a clear-cut case suitable for summary judgment without the need for a full trial. Defendant’s contention

The Defendant’s objections to the Order 14 application may be summarised as follows:

The Defendant contends that KOPENAS rescheduled the Project to the academic year 2025. It relies on correspondence from KOPENAS and submits that the Project’s postponement affected the implementation of the Agreement.

The Defendant relies on the statement that there was a delay in providing funds at the material time, which caused delays in the supply and distribution schedules. The Defendant seeks to link this to the subsequent rescheduling of the Project.

The Defendant contends that the LOA between itself and KOPENAS is relevant to the dispute. It argues that the Court must consider the LOA and the surrounding commercial context in determining its liability under the Agreement.

The Defendant’s position is that KOPENAS’ decision to postpone the Project caused the Defendant to breach the Agreement. It therefore suggests that its non-payment should not result in summary judgment.

The Defendant exhibited invoices, cheques and a telegraphic transfer to third parties, including Bright Project & Resources, Ibrahim Z Group Sdn Bhd and International Renewable Energy. It appears to rely on these transactions to explain how the funds were utilised.

The Defendant indicates that it may file third-party proceedings against KOPENAS and other entities. This is relied upon to show that liability may involve other parties and is not suitable for summary disposal.

The Defendant contends that there are bona fide triable issues, including the effect of the Project’s postponement, the relevance of the LOA, and the movement of funds. On this basis, it argues that the matter should proceed to full trial and is not appropriate for summary judgment. Analysis and Findings

The law on summary judgment is trite. The summary process under Order 14 should only be invoked where the Defendant fails to show a bona fide triable issue. It should only be made if the Court thinks it is a plain case and ought not to go to trial (refer to Esso Standard Malaysia v. Southern Cross Airways (M) Bhd [1972] CLJU 31 and National Company for Foreign Trade v. Kayu Raya Sdn Bhd [1984] 1 CLJ Rep 283).

However, the Defendants should not be shut out from defending a claim unless it is apparent they have no case in the action. A complete defence need not be shown (see Alloy Automotive Sdn Bhd v. Perusahaan Ironfield Sdn Bhd [1986] CLJ Rep 45). The defence setup needs only to show that there is a triable issue (Bank Negara Malaysia v. Mohd Ismail & Ors [1992] 1

However, merely raising an issue does not mean that the issue is triable. The Federal Court in Voo Min En & Ors Leong Chung Fatt [1982] CLJU 47 held that “.. the pertinent principle being one where it is not enough for the defendant “to raise an issue or any issue”. The Defendant must instead raise such issue as would require a trial in order to determine it.”

Further, in Bank Negara Malaysia, the Supreme Court emphasised that the Court must scrutinise the affidavit evidence carefully. A mere denial is insufficient. Where an assertion is equivocal, inconsistent with contemporaneous documents, or inherently improbable, the Court is entitled to reject it. In Malayan Banking Bhd v Boo Hock Soon (2013) 2 MLJ 843, the Court of Appeal reaffirmed that the issue raised must be arguable and require a trial. It is not sufficient to merely raise an issue in form. The issue must be real and substantial.

I apply these principles to the present case.

The existence of the Agreement dated 13.3.2024 is not disputed. The material terms are also not disputed. Under clause 3 of the Agreement, in consideration of and in return for the Initial Investment of RM2,500,000.00, the Defendant agreed to pay the Plaintiff RM4,000,000.00, comprising and RM1,500,000.00 as Return on Investment. The Agreement provides a fixed payment schedule between April and July 2024.

There is no clause in the Agreement which makes payment of RM4,000,000.00 conditional upon the commencement, continuation or completion of the Project. There is also no clause which makes payment of the Return on Investment contingent upon profit being generated from the Project. The Defendant has not pleaded that the Agreement is void, voidable, frustrated, or subject to any implied term suspending repayment in the event of postponement by KOPENAS.

Further, the Defendant has not identified any ambiguity in clause 3 or in the payment schedule. No alternative construction of the Agreement has been advanced. There is therefore no issue of contractual construction requiring oral evidence or trial.

It is not disputed that the Plaintiff paid RM2,500,000.00

On these undisputed facts, I am of the considered view that the Plaintiff has established a contractual obligation, performance on its part and non-performance by the Defendant. The preliminary requirements under Order 14 are satisfied. A prima facie case is therefore made out.

The burden now shifts to the Defendant.

From the Defence and the Affidavit in Reply, the Defendant’s position is that the Project was rescheduled to the academic year 2025 by KOPENAS. The postponement was said to be caused by delay in providing funds.

The Defendant contends that KOPENAS’ decision to postpone the Project caused the Defendant to breach the Agreement. The Defendant also relies on the LOA between itself and KOPENAS, and exhibits invoices, cheques and a telegraphic transfer to third parties to explain how the funds were utilised. The Defendant further indicates an intention to issue third-party proceedings.

I now consider, even if the Defendant’s factual assertions are accepted, whether they amount to a valid defence to the Plaintiff’s claim.

First, the obligation to pay RM4,000,000.00 arises from the express terms of the Agreement between the Plaintiff and the Defendant. That obligation is not expressed to be conditional upon the status of the Project. The LOA between the Defendant and KOPENAS is a separate contractual arrangement. In the absence of any express term linking the two, the Defendant cannot rely on its separate contractual relationship with KOPENAS to vary, suspend or extinguish its obligations under the Agreement with the Plaintiff.

Secondly, the Defendant’s own correspondence, as pleaded by both parties, shows that it proposed repayment schedules for the sum of RM2,500,000.00 and undertook to refund the sum within specific timelines. These communications are consistent with an acknowledgement of an obligation to refund, not with a denial of liability. The Defendant has not explained how these acknowledgements can coexist with a genuine dispute as to indebtedness.

Thirdly, the invoices, cheques and telegraphic transfer exhibited by the Defendant may explain how the funds were utilised. However, I am of the opinion that the utilisation of the investment does not constitute a defence to the contractual obligation to repay. The Agreement does not provide that repayment is excused if the funds have been applied to third parties or if the Project has been postponed.

Fourthly, the indication that third-party proceedings may be commenced does not by itself create a triable issue. The issue under Order 14 is whether the Defendant has a defence to the Plaintiff’s claim. A potential claim against third parties does not negate or suspend the Defendant’s primary contractual liability unless a legal basis is shown. None has been pleaded.

It is trite that a Defendant’s right to seek indemnity from a third party is independence of the Plaintiff’s right to recover from the Defendant. In the case of United Merchant Finance Bhd. v Majlis Agama Islam Negeri Johor (1999) 1 MLRA 98, the Federal Court held that a Defendant’s right to indemnity from a third party does not prevent the Plaintiff from obtaining summary judgment.

After scrutinising the Defence and the affidavit evidence, I find that there is no dispute as to the essential facts giving rise to liability. There is no arguable issue as to the construction of the Agreement. The alleged postponement of the Project, even if accepted, does not in law extinguish or suspend the Defendant’s obligation to pay both the Initial Investment of and the Return on Investment of RM1,500,000.00 as expressly agreed.

The Defendant’s contentions, however, only amount to explanations for non-payment. They do not disclose a valid defence to the Plaintiff’s claim. Therefore, they do not require oral evidence or cross-examination for resolution. The issues can be determined by reference to the written Agreement and the undisputed facts.

In the circumstances, I am satisfied that the Plaintiff has established that the Defendant has failed to raise any bona fide triable issue. This is therefore a proper case for summary judgment under Order 14.

For the reasons stated above, I find that the Plaintiff has satisfied the requirements under Order 14 of the ROC and has established a prima facie case based on the written Agreement dated 13 March 2024.

I further find that the Defendant has failed to raise any bona fide triable issue. The Defence does not disclose any arguable issue of construction of the Agreement, nor does it disclose any legal basis to suspend or extinguish the Defendant’s obligation to pay RM4,000,000.00, comprising the Initial Investment of and the Return on Investment of

The postponement of the Project by KOPENAS and the Defendant’s reliance on the LOA and utilisation of funds do not constitute a defence in law to the Plaintiff’s claim under the Agreement.

Accordingly, I allowed the Plaintiff’s application for summary judgment. Judgment is entered in favour of the Plaintiff for RM2,500,000.00 and RM1,500,000.00 together with interest as claimed. I ordered the Defendant to pay costs of RM5,000, subject to the allocator. Dated this: 16th February 2026 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR For the Plaintiff : Delvin Singh Mangat Messrs Zul Rafique & Patners For the Defendant : Shamilah binti Ab Wahab Messrs Sasila Basri & Co.