Ong Ching Fong v Matrix Triumph Sdn Bhd (WA-22NCC-868-11/2023)

This action arose out of a share sale agreement dated 27.2.2023 SSA P as the purchaser and the 1st Matrix as the vendor. The 3rd D3 authorised corporate representative of Matrix and a director of the 2nd

The trial was part - heard by another judge. It was staggered over six days and finally concluded before me on 6.2.2026. Following post - trial submissions from the parties, I dismissed s claim. Here are my reasons. Background facts The Share Sale Agreement dated 27.2.2023

Under the SSA, P agreed to purchase the entire share capital of the Company, consisting of 250,000 shares shares , from Matrix. The salient terms of the SSA are described below.

Clause 2.3 : The purchase consideration for the shares is RM

1.3 million purchase price , which shall be paid in the following manner :

Clause 2.3.1 : Upon the execution of the SSA, a deposit of RM 100,000 deposit shall be paid by P to the designated bank account and person as instructed by Matrix; and

(ii) Clause 2.3.2 : The balance purchase consideration of RM

1.2 million balance purchase price hall be paid by P towards the settlement of the debts, outstanding and liabilities of the Company on behalf of Matrix, which Matrix authorizes and instructs P (the payment of which Matrix acknowledges as being towards the payment of the purchase price).

(iii) Clause 2.4 : If the balance purchase price is insufficient to pay for all the debts, outstanding and liabilities of the Company, Matrix agrees and authorises P to claim under the guarantee provided for under the letter of guarantee and indemnity dated 27.2.2023 executed by letter of guarantee . As guarantor, D3 shall be personally liable for the payment of the said debts, outstanding and liabilities of the Company, provided that the claims are not more than RM 100,000 for liabilities related to the account of the Company on or before 31.12.2022.

(iv) Clause 2.6 : Upon the settlement of all the debts, outstanding and liabilities of the Company, P shall release the remainder of the balance purchase price (if any) to the designated bank account and person as instructed by Matrix prior to the completion date.

Clause 2.7 : The completion date is the date when all the debts, outstanding and liabilities of the Company have been fully settled from the balance purchase price.

(vi) Reference to the debts, outstanding and liabilities of the Company above refers to the Appendix in the SSA, which sets out a list of the debts and liabilities as at 31.12.2022 2022 debts

Clause 4.1 : P is entitled to appoint a designated person as a director of the Company upon the execution of the SSA. Such person will be authorised as one of the bank signatories of the It is noted that in this regard, P nominated his wife (PW2) to be a director of the Company.

Clause 9.1 : The SSA constitutes the entire agreement and understanding between the parties, and supersedes any other agreement entered into prior to the SSA. The SSA was not entered into by the parties in reliance of any agreement, understanding, warranty or representation not expressly contained or referred to in the SSA.

Clause 6.1 : If P defaults in paying the balance purchase price or otherwise breaches clause 2.3.2 of the SSA, Matrix shall be at liberty to terminate the SSA termination of the SSA, Matrix is entitled to forfeit the deposit. All other monies paid by P to Matrix, including the sums paid towards the debts, outstanding and liabilities of the Company, shall be refunded to P.

In conjunction with the SSA, D3 signed the letter of guarantee to personally guarantee the performance of the SSA. case

P outlined below.

P had settled all the 2022 debts as at 27.8.2023 from the balance purchase price, and became the beneficial owner of the shares thereafter.

In this regard, P has paid a total amount of RM 1,229,634.39, consisting of the following :

RM 787,545.79 to some of the creditors listed in the

(ii) RM 237,872.26 to the Company (working capital injection); and

(iii) RM 204,216.34 to settle the Company 31.12.2022 post - 2022 debts .

Matrix has breached the SSA by failing to transfer the shares in the Company to P.

D3 the Company for repayment of his director s advances of RM 543,137.28, is against the understanding between P and Matrix that D3 advances.

notice of termination dated 15.11.2023 is wrongful and invalid. The 1st and 3rd case

The pleaded case of Matrix and D3 is outlined below.

P has failed to settle the balance purchase price in accordance with clause 2 of the SSA. In this regard :

RM 787,545.79 is recognised as payment towards the balance purchase price, paid by P to settle the 2022 debts; but

(ii) RM 237,872.26 (working capital injection) and RM 204,216.34 (payment of post - 2022 debts) are not treated as payment towards the balance purchase price, as they do not fall within the scope of the Appendix to the SSA.

Accordingly, there is a balance of RM 412,454.21 that should be released to Matrix under the SSA.

Further, P had used the Company balance purchase price. This constitutes financial assistance, which violates the constitution of the Company.

There was never any agreement between P and Matrix to waive D3 s advances.

effective. Issues to be tried

The agreed issues to be tried are as follows : i) Whether OCF [i.e. P] has fulfilled his obligations in the Share Sale under Clause 2 of the SSA. ii) Whether OCF is entitled to specific performance of the SSA. iii) Whether Matrix has provided an indemnity to OCF against losses in connection with the debts due and owing by DOH which were incurred prior to 31.12.2022 and not included in the SSA purchase consideration of RM1,300,000.00 (see SOC prayer A (v)). iv) Whether OCF is entitled to specific performance of the Letter of Guarantee and In [i.e. D3]. v) Whether OCF is entitled to damages against Matrix and Steve. vi) W vii) Whether Matrix and / or Steve is entitled to damages against OCF.

The following facts became apparent during the trial.

The real issue is regarding the categorisation of payment made by P, as against the interpretation of the SSA.

P admits that based on the categorisation of payment, RM 204,216.34 (payment of post - 2022 debts) is excluded from the Appendix of the SSA.

P further admits that he instructed PW2 (his appointed director in the Company) to use the income of the Company to settle the balance purchase price.

P took the position that it does not matter whether the 2022 debts were settled from the income of the Company or from his

expert witness (PW3) provides no assistance to the court. Her opinion is merely to address an additional comment in D3 witness statement, which does not form part of the pleaded case of Matrix and D3.

It seems to me that this dispute can be decided principally on two issues, namely issue (i) and issue (vi) above. My findings are that :

P has failed to fulfill his obligation under clause 2 of the SSA, with regard to the payment of the full purchase price; and

The notice of termination dated 15.11.2023 by Matrix is valid and effective.

Here is my explanation. First issue - The Plaintiff has failed to fulfil his obligation under clause 2 of the SSA, with regard to the payment of the full purchase price

I find that P has failed to pay the balance purchase price of RM 1.2 million in the manner as stipulated under the SSA. Whilst P exhibited receipts to support his payment purportedly under the SSA, however the documents and oral evidence show that the payment is not meant for the

Clause 2.3.2 of the SSA requires P to utilise the balance purchase price to settle the 2022 debts. It reads : Ringgit Malaysia One Million And Two Hundred Thousand (RM 1,200,000-00) only (hereinafter referred to Balance Purchase Price Purchaser shall pay towards the settlement of debts, outstanding and liabilities of the Company on behalf of the Vendor, which the Vendor hereby authorize and instruct the Purchaser (the payment which the Vendor hereby acknowledge as being towards the payment of the Purchase Price).

Reading the clauses together, it could be understood that the 2022 debts are not expected to run beyond RM 1.2 million. This is reinforced by reading clauses 2.3.2, 2.5 and 2.6 of the SSA together.

Clause 2.5 of the SSA provides that if the purchase price is insufficient to settle the 2022 debts, P is entitled to terminate the SSA and obtain a refund. It reads : Purchase Price is insufficient to settle all the debts, outstanding and liabilities of the Company, the Purchaser is entitled to terminate this Agreement and all monies paid by the Purchaser to the Vendor including the sum paid towards debts, outstanding and liabilities of the Company shall be refunded to the Purchaser

Clause 2.6 of the SSA provides that once the 2022 debts are settled, any remaining balance must be released to Matrix. It reads : the settlement of all the debts, outstanding and liabilities of the Company, the Purchaser shall release the balance of the Balance Purchase Price (if any) to the designated bank account and person as instructed by the Vendor prior to

According to Matrix and D3, clause 2.6 of the SSA was inserted as the parties were aware of a possible reduction in the 2022 debts. This is because Matrix (through D3, as the authorised corporate representative of Matrix and a director of the Company) would negotiate with the creditors for a discount on the debts. Further, the fixing of the purchase price at RM

1.3 million stance. To wit, it is confident that the total debts and liabilities of the Company as at 31.12.2022 (excluding the d advances from D3) would not exceed RM 1.2 million.

Reading clauses 2.3.2, 2.5 and 2.6 of the SSA together, the contractual framework is plain. P must either :

apply the balance purchase price towards settlement of the 2022 debts listed in the Appendix of the SSA; or

(ii) if the 2022 debts were settled and there is any remainder from the balance purchase price, P is to release such remainder to Matrix; or

(iii) do both, if necessary.

The burden lies on P to prove compliance with clause 2 of the SSA. In this regard, the pleaded case of P falls under the first scenario. He contends that the 2022 debts were fully settled as at 31.8.2023, and that he had paid a total amount of RM 1,229,634.39. Based on his pleaded case and the statement of agreed facts, P agreed to the following composition of the said total amount RM 1,229,634.39 :

RM 787,545.79 was paid to the creditors listed in the Appendix of the SSA (this is not disputed by Matrix);

(ii) RM 237,872.26 was paid to the Company (working capital injection); and

(iii) RM 204,216.34 was to settle the Company post - 2022 debts.

In respect of (i) above, Matrix accepts that the sum of RM 787,545.79, which was paid to the creditors listed in the Appendix of the SSA, constitutes payment towards the balance purchase price. In respect of (ii) and (iii) above however, Matrix disputes the inclusion of RM 237,872.26 and RM disputed sums balance purchase price. Against the contractual framework of clause 2.3.2 of the SSA, the disputed sums fall into two distinct categories :

payments made to settle post - 2022 debts (i.e. RM 204,216.34); and

payments made as advances to the Company for working capital (i.e. RM 237,872.26).

I find that these payments fall outside the scope of clause 2.3.2 of the SSA. They cannot be treated as part of the balance purchase price. Each category will be examined in turn. Category 1 - RM 204,216.34 relates to debts incurred after 31.12.2022

The sum of RM 204,216.34 relates to debts incurred after 31.12.2022, and therefore cannot constitute payment towards the balance purchase price under the SSA. First of all, it is the that P balance purchase price towards the 2022 debts listed in the Appendix of the SSA.

Paragraph 8.2 of defence to counterclaim states : n addition to the payment of the Deposit, the consideration under the SSA is for the Plaintiff to settle the 2022 Debts. The Appendix of the SSA setting out the 2022 Debts was finalized based on input from both the Plaintiff and Matrix, especially

Paragraph 15.4 of defence and counterclaim states : [i.e. P] obligations under the SSA is to pay in full the RM 1,200,000.00 Balance Purchase Consideration, by :

directly settling the 2022 Debts in the Appendix; and

release any remaining balance to Matrix, after the 2022 Debts in the

This construction is supported by P balance purchase price of RM 1.2 million was intended to settle the Company s debts incurred on or before 31.12.2022, which are the debts identified in the Appendix of the SSA. During the trial, P confirmed the nature of the RM 204,216.34 to be debts incurred after 31.12.2022. PW2 ( nominated director in the Company) similarly confirmed that in preparing Attachment A (Exhibit P2), she included payments to creditors totalling to an additional RM 410,719.69, which did not constitute the 2022 debts.

Despite earlier acknowledging that the balance purchase price was intended to settle the 2022 debts listed in the Appendix of the SSA, P nevertheless aggregated these later payments in asserting that the balance purchase price had been satisfied. This approach is inconsistent with clause 2.3.2 of the SSA, because the clause earmarks the balance purchase price for a defined pool of liabilities - namely those existing as at 31.12.2022. Hence, allowing later - incurred debts to be aggregated into the purchase price would alter a fundamental term of the SSA.

Once the payments relating to post - 2022 debts are excluded, the amount paid by P reduces to RM 1,025,418.05 (i.e. RM 787,545.79 + RM 237,872.26). There is a shortfall of RM 174,581.95 between RM 1,025,418.05 and RM 1.2 million.

Even if P was correct in asserting that the advances paid into the Company s could eventually result in some settlement of the 2022 debts, the total amount capable of qualifying under clause 2.3.2 of the SSA would still be capped at RM 1,025,418.05. Accordingly, as at P elected completion date of 31.8.2023, he remained short of RM 174,581.95 under clause 2.3.2 of the SSA. Category 2 - RM 237,872.26 is working capital advances

Similarly, the sum of RM 237,872.26 paid into the Company does not constitute payment of the balance purchase price. The evidence at the trial shows that these payments were advances made by P to the Company for operational purposes, rather than payments made to settle the 2022 debts.

There is also no agreement between the parties indicating that these working capital advances were intended to form part of the purchase price under the SSA. Accordingly, the sum of RM 237,872.26 cannot be treated as payment towards the balance purchase price. The Plaintiff cannot recharacterize payments contrary to the SSA

The issue of categorisation arises because the Company is an operating business, which continues to incur and discharge its own liabilities in the ordinary course of business. In that context, a distinction must necessarily be drawn between:- (i) payments made towards the balance purchase price under the SSA; and (ii) payments made for other operational purposes of the Company. Against this backdrop, P to recharacterize the disputed sums as part of the balance purchase price is inconsistent with the contractual framework established under the SSA.

Clause 9.1 of the SSA contains an entire agreement clause, which reads :

9.1.1 constitutes the entire agreement and understanding between the parties with respect to the matters dealt with in this Agreement;

9.1.2 supersedes any other agreement, letters, correspondence (oral or written or expressed or implied) entered into prior to this Agreement in respect of the matters dealt with in this Agreement; and

9.1.3 was not entered into by the parties in reliance of any agreement, understanding, warranty or representation of any party not expressly

The function of an entire agreement clause in a commercial contract is to preserve certainty by preventing parties from reconstructing the bargain through references to negotiations, representations or subsequent conduct outside the written agreement. Further, under section 92 of the Evidence Act 1950, a party is not permitted to introduce oral agreements or representations to add to, vary or contradict the express terms of a written contract.

This principle was recognised by the Court of Appeal in Master Strike Sdn Bhd v Sterling Heights Sdn Bhd [2005] 3 MLJ 585, which explained that an entire agreement clause prevents parties from relying on negotiations or representations outside the contract to alter its terms. The court said (at page 593 - 594) : Clause 24 is an entire agreement clause that constitutes a binding agreement between the appellant and the respondent with regard to all the matters mentioned in the contract and therefore, in our judgment, the contract does not permit any term to be implied or import any other considerations not in the contract. In Innterpreneur Pub Co v East Crown Ltd [2000] 3 EGLR 31 at p 32KL right a somewhat similar provision to cl 24 is set out. In his judgment, Lightman J opined on the purpose and the effect of an entire agreement where at p 33AB left he said : The purpose of an entire agreement clause is to preclude a party to a written agreement from threshing through the undergrowth and finding, in the course of negotiations, some (chance) remark or statement (often long forgotten or difficult to recall or explain) upon which to found a claim, such as the present, to the existence of a collateral warranty. The entire agreement clause obviates the occasion for any such search and the peril to the contracting parties posed by the need that may arise in its absence to conduct such a search. For such a clause constitutes a binding agreement between the parties that the full contractual terms are to be found in the document containing the clause and not elsewhere, and that, accordingly, any promises or assurances made in the course of the negotiations (which, in the absence of such a clause, might have effect as a collateral warranty) shall have no contractual force, save in so far as they

The Federal Court recently reaffirmed this principle in The New Straits Times Press (M) Bhd v Aideah Communication Sdn Bhd [2025] MLJU 1078, holding that post - contractual conduct cannot be relied upon as extrinsic evidence to supplement or contradict the express terms of a contract. There post - contractual correspondence and conduct to introduce the concepts of a minimum guaranteed sum or guarantee into provisions of the agreement, where no such terms existed.

The Federal Court said : [54] In our considered view, the of acknowledgment or affirmation in the said letter, email and meeting minutes cannot be used as extrinsic evidence to contradict Clause 4.3 or to add and 4.2. Neither can they be used to show the real intention of the parties regarding Clauses 4.1 and 4.2. Nor do we consider such conduct and documents arising long after contract formation to be an acceptable background as an interpretative aid to explain or introduce into Clauses 4.1 and 4.2 something that is not there. The House of Lords in James Miller & Partners Ltd v. Whitworth Street Estates (Manchester) Ltd [1970] AC 583 (HL) ruled that a contract cannot be construed by reference to the subsequent conduct of the parties. On post - formation conduct, Viscount Dilhorne propounded at page 611 : after the contract has been entered into when considering whether an inference can be drawn as to their intention when they entered into the contract, though subsequent conduct by one party may give rise to an estoppel. Their conduct at the time of entry into the contract may, however, be very

Applying the aforementioned principles, P creditors after 31.12.2022 and advances made for operational purposes constitutes nothing more than post - contractual conduct, which cannot alter the express mechanism agreed under clause 2.3.2 of the SSA. To permit such recharacterization would introduce a mechanism for adjusting the purchase consideration, which the parties themselves never provided for in the SSA.

Furthermore, clause 9.4 of the SSA provides : Amendments & additions No amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of this Agreement shall be effective unless it is in writing and signed

By virtue of the aforementioned clauses, the parties agreed to confine their rights and obligations strictly to the terms set out in the SSA, unless there are amendments which have been agreed upon in writing and signed by both parties. Accordingly, it is not for P to assert that the disputed sums could be categorised as settlement of his payment obligation, when the SSA does not provide so.

P urged me to consider the surrounding circumstances in interpreting the SSA. P premised his argument on the decision of the Federal Court in Berjaya Times Squares Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v M Concept Sdn Bhd [2010] 1 MLJ 597. However, the effect of the entire agreement clause in the SSA must be appreciated. Whereby parties had expressly agreed to exclude previous oral agreements and understanding in the interpretation of the SSA. In general, the operation of an entire agreement clause requires the court to examine whether the extrinsic evidence presented assists the interpretation of the contract.

The Court of Appeal in Hewlett - Packard (M) Sdn Bhd & Anor v Agih Tinta Sdn Bhd [2022] 6 MLJ 853 at 871 explained : However, we find that what the appellants are seeking is to rely on extrinsic evidence as an aid to interpret a provision in the MVC Contract and not rely on extrinsic evidence to contradict, vary, add to or subtract from the express written terms. This is permitted by SPM Membrane at p 482 as follows : [37] Therefore, the view is that the common law at that time permitted extrinsic evidence of surrounding circumstances to aid in the interpretation of words used in a contract, which is transferred into the Evidence Act as effected in s 92 (f). This includes extrinsic and circumstances which were (or ought to have been) in the mind of the (drafter) when he used those words. However, this does not extend itself to intention so as to include it within the surrounding circumstances. [38] Therefore, the question of admissibility of extrinsic evidence is governed by the rules of evidence which can be found in the Evidence Act and the common law. Section 92 (f) of the Act must be read in conjunction with ss 93 and 94. While extrinsic evidence of surrounding circumstances is generally admissible under s 92 (f), parol evidence inadmissible. This explains the qualification of the second ICS principles in the Malaysian context. [64] The entire agreement clause would thus preclude the implying of a two year extension into the LA. It would not however preclude the appellants from referring beyond the LA for a commercially sensible interpretation of HP PPS commercial partner as this is extrinsic evidence as an aid to interpret a provision. The principles of contractual interpretation in fact allows for it when faced with competing interpretations where the meaning

I consider that the background facts presented by P do not assist me in interpreting the SSA. P wants to use the surrounding circumstances and extrinsic evidence to contradict or vary the SSA. In this regard, categorisation of the disputed sums is an attempt to vary his obligation to settle the 2022 debts directly. Such categorisation is not permissible, as it seeks to vary P payment obligation under the SSA.

P contends that it is sufficient for him to show that:- (i) he injected RM

1.2 million into the Company; and (ii) the 2022 debts were settled. This contention is misconceived. It proceeds on the erroneous premise that it is immaterial whether the 2022 debts were settled using P own funds or the Company P is able to retrospectively attribute or monies.

This argument omits the fact that a travel agency business like the Company may recover and gain some revenue in the midst of the transaction, thereby being able to settle some of its own debts in the process. This is illustrated in Matrix and counterclaim at paragraph 15.3 (b), which is reproduced below :

15.3 As such, parties to the SSA have included an additional clause to compel OCF to release the remaining balance of the Balance Purchase Pri In this regard, Matrix states that the effect of this clause is as such : a) Scenario A - Should the debts and liabilities in the Appendix (of a lower amount compared to the Balance Purchase Price) has been settled by OCF directly, any remaining amount from the Balance Purchase Price is to be released and paid to Matrix by the Plaintiff. b) Scenario B - Should part of or all the debts and liabilities of DOH be settled by itself during the sustenance of the SSA, OCF is to release the amount sought to be attributed as Balance Purchase

If P accepted, it would mean that :

First, all types of injections (regardless to clear the 2022 debts or otherwise) can be regarded as balance purchase price. But this contradicts clause 2.3.2 and the Appendix of the SSA, which pronounce that the balance purchase price only covers debts as at 31.12.2022 and set out in the Appendix (i.e. the 2022 debts);

(ii) Second, the Company income will relieve P from his payment obligation under the SSA. It gives rise to financial assistance under section 123 of the Companies Act 2016. This issue will be elaborated upon later.

Further, Ps interpretation negates the insertion of clause 2.6 of the SSA. The said provision allows Matrix to receive any remainder of the balance purchase price as a result of either Scenario A or Scenario B illustrated in counterclaim, which was reproduced above.

result is the Appendix Debt , is not considered fulfilment of P payment obligation pursuant to the SSA. He conflated the following sums :

He instructed PW2 to use part of the income of the Company to settle some of the 2022 debts;

(ii) He took into account his injection to clear post - 2022 debts, as part of his payment obligation under the SSA; and

(iii) He also considered advances made into the Company as fulfilment of the balance purchase price.

By virtue of the above, P conflated his obligation to release the remainder of the RM 1.2 million balance purchase price to Matrix. Communication between the Plaintiff and DW2 does not vary the terms of the SSA

In justifying the disputed sums being part of the balance purchase price, P claims that he was acting on communication that he understood from the finance manager of the Company (DW2). However, DW2 is not a party to the SSA. Therefore, there is no privity of contract between her and P.

As per DW2 own testimony, her communication with P is not always sanctioned or as per Matrix and . It is also evident that position under the SSA. For DW2 included amounts that were not part of the SSA scope, but subsequently only realised the same.

It is Matrix who is the party to the SSA. Therefore, unless there is express authorisation by Matrix (via D3) that DW2 calculation represents Matrix position, it could not be relied upon to vary clause 2.3.2 of the SSA. This is also consistent with the entire clause agreement, as explained earlier. Resulting shortfall of RM 412,454.21

In the premises, the disputed sums do not form part of the settlement of the balance purchase price under the SSA. Once the payments made for post - 2022 debts (i.e. RM 204,216.34) and working capital advances (i.e. RM 237,872.26) are excluded, only RM 787,545.79 was accurately applied towards settlement of the 2022 debts.

The evidence reveals that payments made for entirely different purposes (whether post - 2022 debts or working capital advances), were retrospectively recharacterized by P as purchase price in order to avoid paying the outstanding balance of RM 412,454.21 pursuant to clause 2.6 of the SSA. Accordingly, P has failed to fulfil his obligations under clause 2 of the SSA.

still fail. This is because a significant portion of the cash injection was applied towards debts that fall outside the scope of his contractual is to settle - 2022 debts. It follows that s injection towards s post - 2022 debts cannot be credited against his payment obligation under the SSA. It cannot be relied upon to demonstrate discharge of the balance purchase price. Parts of the payment towards the purchase price amounted to financial assistance

Furthermore, P out in accordance with the law and the Company constitution. Parts of the payment were in fact paid using the Company income. In the circumstances, P did not personally contribute the full amount required to satisfy the balance purchase price under the SSA.

Based on P he instructed PW2 (his nominated director in the Company) to use some of the income of the Company. The relevant excerpt of his affidavit reads : I have therefore instructed Jeanie [i.e. PW2] to use some of the income generated from January 2023 onwards to settle the 2022 Debts and current

While P claimed that he was unable to explain the breakdown or particulars of the figures, he conceded that he had asked PW2 to utilise income generated by the Company from January 2023 onwards to settle the 2022 debts, which form part of the balance purchase price.

When PW2 was questioned on whether she used the Company income to settle the 2022 debts, she testified that there was a pool of money in the Company accounts, partly consisting of business income and partly consisting of the RM 237,872.26 injected by P, and those were the monies utilised to settle the 2022 debts. Her admission demonstrates that P did not personally settle the balance purchase price. By instructing PW2 to use the Company ayment obligation, P acquisition of its own shares, thereby contravening section 123 of the Companies Act 2016.

The Company constitution also prohibits such conduct. Article 4 of the Company states : Company or any subsidiary thereof shall be employed by the Directors in the purchase of or lent on the Company shares.

The rationale of such prohibition was explained by the High Court in Ingit Tibrewal & Anor v Devi Meyyammai Ramanathan & Ors [2020] CLJU 955 : The prohibition against the use of the company s assets to finance the purchase of its own shares is rooted in the maintenance of capital of the company for the protection of the company s creditors and to protect the company s assets against misuse and dissipation by directors and controlling sharehol

Similarly, in Choong Shin Cheong v Suruhanjaya Syarikat Malaysia & Anor [2020] 5 MLJ 523, the Court of Appeal recognised that the acquisition of shares through financial assistance provided by the company, whether directly or indirectly, is prohibited. The court said (at page 545) : Based on the concession made by Chew Ah Fock that in fact for the allotment of 468,998 unit shares, there was no consideration from the shareholders through capitalisation of the land, we agreed with the submission of the plaintiff that the purchase of the shares by the shareholders with the financial assistance provided by the company (whether directly or indirectly) is prohibited by s 67 of the CA 1965 as held by this court in Abdul

In the present case, the Company settlement of the 2022 debts, which under the SSA formed part of P personal obligation to satisfy the balance purchase price. The effect of this is that the Company P ayment obligation, thereby contravening section 123 of the Companies Act 2016 and Article 4 of the Company

PW2 ( director in the Company) attempted to justify that the payments were merely settlement of the Company However, this explanation does not assist P the Company income was used to settle the 2022 debts in the ordinary course of its business, it follows that P himself did not apply his own funds towards satisfying the balance purchase price as required under the SSA. In any could not determine whether the payments were made using the Company income or P of funds, since the monies were pooled in the same accounts.

case. If the Company had settled part of the 2022 debts using its own operating income in the ordinary course of business, then those payments cannot be treated as part of P balance purchase price. In that event, P remained obligated under clause 2.6 of the SSA to release the equivalent balance of the purchase price to Matrix. In either scenario, P had failed to fulfil its obligations under clause 2 of the SSA by his elected completion date.

P contends that as his total funding into the Company exceeded the shortfall amount of RM 412,454.21, hence it would not amount to financial assistance. P premised his contention on the Court of Appeal decision in Fujasa Property Sdn Bhd & Anor v Idaman Unggul Bhd & Anor [2015] 5 MLJ 810 Fujasa Property is misplaced. When read in its entirety, Fujasa Property supports case.

The Court of Appeal in Fujasa Property held at paragraph 56 of the judgment that in determining whether financial assistance has been given, not merely the form or the mechanics of payment. commercial realities of the settlement and assignment agreement should be examined in order to ascertain whether it can properly be described as the giving

paragraphs 57 and 58 of the judgment found financial assistance, where purchaser was otherwise obliged to pay under the share sale agreement. Applying the principles adverted to above, it cannot be gainsaid that the ultimate objective of the settlement and assignment agreement was to divert from the development of the land under the joint venture agreement to satisfy the amount which would otherwise had to be paid by Iktinuri under the share sale agreement. As a result of this sophisticated scheme, two consequences flowed - (i) the purchase consideratio assets, to wit, the proceeds of sale from the development of the land, and (ii) . [58] development of the land under the joint venture agreement had the ultimate effect of relieving Iktinuri from meeting its payment obligations under the share sale agreement. In other words, Iktinuri got the shares but it did not pay for the shares from its own resources. Instead, by the creation of a series of inter connected agreements, in particular the settlement and assignment agreement, shares. As added consequence of the settlement and assignment agreement, pleted and indirectly returned to IUB and IDHP otherwise

Drawing parallels to the present, that is precisely what had occurred here. The 2022 debts were P instructed the use of income generated from the Company discharge them.

P proceeds generated from the Company the Company but were instead applied towards financing P obligations thereunder.

Such diversion of the Company effect of relieving P from discharging his payment obligation under the SSA. In substance, P seeks to acquire ownership of the shares without fully paying for them from his own resources. His position appears to be that his injections into the Company, which supposedly contributed to the C generation, are sufficient to justify this arrangement. But that is untenable in the face of the SSA.

Further, matching exercise between P settlement of the 2022 debts, while disregarding the revenue generated by the Company in the ordinary course of its business. This selective presentation creates the misleading impression that the Company was sustained solely by P was capable of generating its own income.

P s payments appears to be a belated attempt to rationalise and support his affidavit evidence, rather than a contemporaneous account of the actual application of funds.

I conclude that the usage of the Company income in settling parts of the 2022 debts constitutes a contravention of section 123 of the Companies Act 2016, as well as Article 4 of the company Association. The Plaintiff is not entitled to specific performance of the SSA

In light of the foregoing, P is not entitled to the equitable remedy of performance fails for the following reasons :

P failed to discharge his obligations under the SSA, and therefore cannot compel performance by Matrix;

In asserting that he had complied with the SSA, P aggregated and recharacterized payments made for other purposes in order to portray them as part of the balance purchase price. Such conduct disentitles him from equitable relief, as he has not come to court with clean hands; and

Non - performance of the SSA could be adequately compensated by damages.

Specific performance is a discretionary and equitable remedy. A claimant seeking such relief must demonstrate that he has performed, or has always been ready and willing to perform, his obligations under the contract. In the present case, P has failed to do so. As mentioned earlier, P refused to release the balance sum of RM 412,454.21 to Matrix. Instead, he asserts that he had expended more than RM 1.2 million by including payments which were either made for post - 2022 debts or paid into the Company for operational purposes, rather than towards settlement of the 2022 debts required under clause 2.3.2 of the SSA.

P therefore cannot demonstrate that he had complied with the material terms of the SSA. On the contrary, the evidence shows that the balance purchase price was not fully paid in accordance with the contractual mechanism agreed between the parties. In these circumstances, granting specific performance would result in prejudice to Matrix, as it would compel Matrix to transfer the shares in the Company without receiving the agreed purchase price.

The principles governing this issue were enunciated by the Court of Appeal in Eagaivallinayagi Ammal v Chin Min Hua & Ors [2020] 2 MLJ 771, which held that a claimant seeking specific performance must demonstrate that he was ready, willing and able to perform his obligations and that he has come before the court with clean hands. The court said (at page 785 - 786) : The remedy of specific performance being an equitable relief, the court had wide discretion which has to be exercised judiciously in that, in the context of this case, the deceased purchaser must show that he was not at fault, in the sense that his hands were not tainted with any blame which could be attributable to his own action, inaction or omission. The said agreement was executed in 1996. The purchaser died in 2002 and in between, he did nothing substantial that could be interpreted as evincing an intention to complete the purchase. If indeed, the purchaser had the financial means to pay for the balance of the purchase price, why did he not pay for the same? His conduct pointed more to support the opposite contention. [30] Even on the merits, the plaintiffs had failed to show cogent evidence that the purchaser was ready and able to pay the balance of the purchase price of the subject property during his life time. It is a trite principle regarding specific performance, that a claimant seeking this kind of relief must adduce evidence to the effect that he had paid the balance of the purchase price as agreed in the said agreement between them. The court will not grant the claimant his prayer for specific performance if by so doing, it causes hardship on the part of the vendor. [31] In the context of this case, we were with the defendant when his learned counsel submitted that the mere tendering of letter from the bank which had approved the bank loan could not discharge that onus on the deceased [32] Granted that the purchaser was given the right to institute an action for specific performance under cl 7 (b) of the said agreement, that right must be exercised within legal limits as well as within accepted equitable principles with regards to timeliness as it is a relief grounded upon rules of equity which demand that one who comes before her must come with clean hands

Furthermore, P operation of section 20 (1) (d) of the Specific Relief Act 1950. The said provision stipulates that a contract cannot be specifically enforced where

In Jumbo Top Sdn Bhd v Automotive Corp (M) Sdn Bhd [2008] 1 MLJ 718, the High Court held that section 20 (1) (d) of the Specific Relief Act 1950 applies to a contract that is revocable or determinable unilaterally by either party upon the giving of notice to terminate. The court said (at page 724) : There is also the peculiar feature of the dealership agreement that I think make it inappropriate for this court to grant the interim injunction sought by the plaintiff. Clause 7.4 of the agreement specifically provides that either party may terminate the agreement at any time by giving two months prior notice in writing to the other. I agree with the counsel for the defendant that s 20 (1) (d) of the Specific Relief Act 1950 is applicable to our present case; in that the said section applies to a contract that is revocable or determinable unilaterally by either party, regardless of whether it is a fixed term contract or a contact without any specific duration. In such a situation, the plaintiff herein will not be entitled to specific performance of the contract. It is also inappropriate to grant the interim injunction sought by the plaintiff when the defendant (and indeed the plaintiff themselves) is entitled to terminate or determine the dealership agreement at any time by giving the appropriate notice

The aforementioned principle is applicable to the present case. The SSA contains clause 6.1, which expressly confers upon Matrix (or P) the right to unilaterally terminate the SSA upon giving seven days written notice to P, in the event of a default in payment of the balance purchase price or breach of clause 2.3.2 of the SSA.

By virtue of section 20 (1) (d) of the Specific Relief Act 1950, the SSA is a contract that is not specifically enforceable. The SSA, by reason of clause 6.1 thereof, is a contract determinable unilaterally by Matrix (or P) upon the giving of seven days written notice. This falls within the ambit of section 20 (1) (d) of the Specific Relief Act 1950. In the premises, P for specific performance must fail. Second issue - the notice of termination by Matrix is valid

I find that the notice of termination by Matrix is valid and effective. P failure to pay the outstanding RM 412,454.21 constitutes a default under the SSA, entitling Matrix to terminate in accordance with clauses 6.1 and 7.1 thereof.

As explained earlier, P did not fulfil his obligations under the SSA in paying the balance purchase price in full. Specifically :

As at 31.8.2023, his elected completion date, P had paid only RM 787,545.79.

The remaining balance of RM 412,454.21 was unpaid by P and was settled instead by the Company.

Pursuant to clause 2.6 of the SSA, this outstanding balance was required to be released to Matrix.

P by way of a letter dated 29.9.2023, demanding payment of the RM 412,454.21 pursuant to clause 2.6 of the SSA. Despite the notice, P continued to assert entitlement to the transfer of the shares of the Company on the basis that he had paid more than RM 1.2 million and that the 2022 debts were settled. His refusal to release the RM 412,454.21 constitutes a default under clause 6.1 of the SSA, which reads : Default by Purchaser In the event that the Purchaser defaults in the payment and satisfaction of the Purchase Price or otherwise breaches any of the provisions of sub - clause 2.3.2, then the Vendor shall be at liberty, at any time thereafter while such default subsists Purchaser terminating this Agreement and upon the termination of this Agreement thereafter the Vendor are entitled to forfeit the Deposit absolutely. All other monies paid by the Purchaser to the Vendor including the sum paid towards debts, outstanding and liabilities of the Company shall be refunded to the Purchaser. Neither party shall have further claim against the other for costs, damages, compensation or otherwise hereunder and the Vendor shall be entitled to deal with or otherwise dispose the Shares in such manner as the Vendor shall

Given that P notice of termination on 15.11.2023. The notice of termination complied with the requirements under the SSA since:- (a) it was in writing and notified P of the termination period of seven days; (b) it was issued to P and his solicitors via prepaid registered post; and (c) it identified the breach on P Accordingly, the notice of termination satisfies the criteria under clauses 6.1 and 7.1 of the SSA, which require written notice to the relevant party, either personally delivered or sent by prepaid registered post.

Since P breached clauses 2.3.2 and 2.6 of the SSA, the notice of termination must be regarded as valid for meeting the default clause. It is also pertinent to note that P did not challenge the form of the notice of the termination, but merely disputed its basis.

Termination clauses must be strictly complied with. This includes pre - termination conditions and the content of the notice. In SPM Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor [2016] 1 MLJ 464, the Federal Court emphasised that :

where a contract mandates the terminating party to provide a period of rectifying the breach, it must be strictly complied with;

the notice of termination shall also consist of reasons to support the termination; and

particularised reasons had to be provided, since they were there to provide the opportunity to meaningfully remedy any unsatisfactory performance or situation.

The Federal Court said : [20] Nonetheless, we do recognise that there are certain circumstances in which, as a matter of construction of contract, the recipient of the aforementioned notice is entitled to have the reasons for termination communicated to it by the terminating / non - defaulting party where the contract provides for a its allegedly defective performance to the satisfaction of the non - defaulting party. This is clearly because a party that is afforded the opportunity to remedy deficiencies in performance cannot do so unless it has notice of the deficiencies, either actual or constructive. This stands to reason. [80] In our view, the latter interpretation makes more commercial sense. One may well ask why. Well, it is because it is conceivable that matters will begin as earlier stage, one cannot reasonably understand the contract to mean that the dead, and then wait for it to escalate so as to deprive the appellant of the atisfactory. That would not be the way the contract would be understood by the reasonable person, having knowledge of the material facts. Clause 9 would be understood as giving an opportunity to remedy, which would be illusory if the respondent could deprive the appellant of that, simply by waiting. [94] What can be concluded from the above is that, upon a true construction of the contract, cl 9 must be invoked and satisfied before termination under cl 8.1(b) may be validly exercised. This is to ensure that the meaning and purposes of the two clauses are not lost or rendered nugatory by operation of the other. [95] Thus, particularised reasons have to be provided for cl 9, since they are there to provide the opportunity to meaningfully remedy any unsatisfactory performance or situation. Therefore, termination under cl 8.1

would require these particularised reasons to have been expressed earlier (ie 30 days before) and with the notice of termination since the failure to remedy would be the basis upon which cl 8.1(b) is relied upon. Thus we find that the said cl 8 termination was not valid.

The Federal Court echoed these principles in Catajaya Sdn Bhd v Shoppoint Sdn Bhd & Ors [2021] 2 MLJ 374 at 392 - 393, 395 - 396 : The Federal Court in SPM Membrane emphasised that there must not only be a valid reason to terminate but communication of that reason to the other party to the agreement .. [60] The judicial observations in the authorities as we have stated above represent a clear, consistent and principled approach that termination clauses in a contract must be interpreted strictly. [63] Reading the terms of the SSA in its entirety, we find that there is no latent ambiguity; the obligations of the parties are specifically defined. Termination is not permitted unless as expressly stipulated under SSA. Notice must be given to the appellant to rectify the identified breach and take steps to rectify that breach within the prescribed time as agreed. There must be strict adherence to the clauses in an agreement which relates to termination.

The notice of termination by Matrix meets these requirements. It was issued in strict compliance with the SSA, provided a seven - day period to remedy the breach, and communicated the reason for termination. P failure to pay the outstanding balance purchase price, coupled with notice of termination is valid and enforceable. Matrix is therefore entitled to terminate the SSA and exercise its rights under clause 6.1 thereof. No waiver of the RM from the 3rd

P asserts that the d advances of RM 543,137.28 owed by the Company to D3 were to be waived, or personally guaranteed by D3

This assertion is unsupported by the contractual documents governing the transaction. Neither the SSA nor the letter of guarantee contains any provision providing for a waiver of D3 d advances. P was unable to point to any clauses in the SSA which provides for such waiver. All he relies on are pre - contract emails between his auditor and DW2, the finance manager of the Company. However, as pointed out earlier, the SSA contains an entire agreement clause which confines the SSA. Any oral understanding or pre - contractual discussion cannot be relied upon to introduce a term which is absent from the SSA.

In the present case, the alleged commercial bargain by extinguishing a debt of RM 543,137.28 owed by the Company to D3. Such a significant concession would have been expressly recorded in the SSA, if it had truly been agreed. The truth of the matter is that the SSA did not make any provision for waiver of the d advances. Hence, P should not be allowed to import such obligation into the SSA.

Moreover, the d advances represent a debt owed by the Company to D3 personally. It is therefore a liability of the Company to its director, and not a liability of P to D3. Under the SSA, P limited to the settlement of the debts specifically identified in the Appendix of the SSA. The d advances do not fall within that category. Accordingly, P n alleged waiver of the d advances is both contractually unsustainable and inconsistent with the agreed structure of the transaction. The letter of

The d advances are also not within the scope of the letter of guarantee. The letter of guarantee was issued pursuant to clause 2.4 of the SSA, to secure Matrix SSA. Clause 2.4 of the SSA reads : Balance Purchase Price is insufficient to pay for all the debts, outstanding and liabilities of the Company, the Vendor agrees and authorized the Purchaser to claim for the guarantee provided for under the Letter of Guarantee and Indemnity duly executed by the guarantor for the observance and performance of the Vendor and / or the Company in this Agreement and the guarantor shall be personally liable for the payment for the remaining debts, outstanding and liabilities of the Company provided that the aforesaid claims from the guarantor under this clause shall be no more than RM rantee Sum shall apply to liabilities related to the account of the Company on or before 31st of December 2022 only, notwithstanding that the Company receives the notice of demands or claims after 31st

Clause 2.4 of the SSA of the letter of guarantee is limited to RM 100,000 only, being the deposit of the purchase price. A plain reading of clause 2.4 of the SSA makes two points clear :

First, the guarantee operates only where the RM 1.2 million balance purchase price is insufficient to settle the debts, outstanding and liabilities of the Company; and

RM 100,000 (guarantee sum).

Clause 2.4 of the SSA further clarifies that the guarantee applies only to liabilities relating to the Company Accordingly, the maximum exposure under the letter of guarantee is RM 100,000, which corresponds to the deposit component of the purchase price. It follows that P letter of guarantee to cover the d advances of RM 543,137.28 is misconceived. The letter of guarantee does not operate to guarantee or extinguish the d advances. The P mited assistance

On a separate note, P introduced PW3 as an expert. However, her evidence is neither relevant nor necessary for the determination of the issues in the present proceedings. As such, it should not be relied upon. At the outset, PW3 herself confirmed that her opinion was confined to addressing a single statement raised in the witness statement of D3. Namely Q&A 27, which makes reference to the accounting records of the Company.

It must be emphasised that the aforementioned Q&A 27 does not form part of the pleaded case of Matrix and D3. Rather, it was merely a comment made by D3 in response to issues raised during the course of the proceedings. As such, the subject matter addressed in does not pertain to any issue that falls for determination by the court.

The principles governing the admissibility and weight of expert opinion are well established. In R v Turner [1975] QB 834, the English Court of Appeal held : The foundation of these rules was laid by Lord Mansfield in Folkes v. Chadd

3 Doug.K.B. 157 and was well laid: the opinion of scientific men upon proven facts may be given by men of science within their own science. An expert s opinion is admissible to furnish the court with scientific information which is likely to be outside the experience and knowledge of a judge or jury. If on the proven facts a judge or jury can form their own conclusions without help, then the opinion of an expert is unnecessary. In such a case if it is given dressed up in scientific jargon it may make judgment more difficult. The fact that an expert witness has impressive scientific qualifications does not by that fact alone make his opinion on matters of human nature and behaviour within the limits of normality any more helpful than that of the jurors themselves; but there is a danger that they may think it does.

The same principles were recently reaffirmed by the Court of Appeal in Vincent ak Marcos v Public Prosecutor [2025] MLJU 3049, which held that expert opinion under section 45 (1) of the Evidence Act 1950 is only admissible where the court is required to form an opinion on matters requiring specialised expertise beyond the competence of the court. The Court of Appeal said : It is settled law that the opinion evidence of an expert is only admissible on a matter calling for expertise. The court cannot accept opinion evidence competence wherein the court may accept an expert opinion under section 45

Evidence Act 1950. [62] Thus, the Federal Court in Syed Abu Bakar bin Ahmad v Public Prosecutor [1984] 1 CLJ Rep 368 ; [1984] 1 CLJ 80 ; [1984] 2 MLJ 19, at page 23 said : Evidence 12th Ed at page 488 where, while recognizing that opinion in so far as it may be founded on legal evidence shall be the function of the tribunal whose province alone it is to draw conclusions of law or fact - a correct judgment without help of persons who have acquired special skill or experience on a particular subject, eg when the question involved is beyond the range of common experience or common knowledge or when special study of a subject or special training or special experience therein is necessary. In such cases the help of experts is required. In these cases, the rule is relaxed and expert evidence is admitted to enable the court to come to a proper

In the present case, the opinion of PW3 does not go towards resolving the core issues in dispute between the parties, which concern whether P had complied with his contractual obligations under the SSA. The central question before the court concerns the proper interpretation of the contractual mechanism under clause 2.3.2 of the SSA, and whether the payments relied upon by P were made towards settlement of the 2022 debts. These are matters that can be determined by the court based on the documentary evidence and witness testimony, without the assistance of expert accounting opinion. does not assist the court in determining the real issues in dispute and is therefore irrelevant.

Even if I was attached to such evidence should be limited. First, PW3 is not a practising accountant. Second, although PW3 stated that she is an accredited member of ACCA, her experience in accounting and auditing appears to have been limited to the period from January 2009 to February 2010, which amounts to approximately one year. Thereafter, her professional career appears to have transitioned into roles outside the field of auditing or accountancy for a period of approximately 15 years.

Presently, PW3 is a management consultant. Apart from this, nothing in her CV showed that she was engaged to provide any services in the area specifically on accounting and auditing. While PW3 stated that she had attended courses for continuing professional development, attendance at such courses cannot be equated with the practical experience of a practising accountant who is engaged in the preparation, auditing and interpretation of financial statements. In these circumstances, I would accord little weight to .

In summary :

Clause 2 of the SSA imposes an obligation on P to apply the balance purchase price towards settlement of the Company 2022 debts as stipulated in the Appendix of the SSA;

completion date, he had failed to fulfil that obligation. He had not fully paid the balance purchase price in accordance with the mechanism set out in clause 2 of the SSA;

other purposes cannot constitute compliance with clause 2 of the SSA;

constitutes a breach of the SSA. It entitles Matrix to terminate the SSA;

In the circumstances, P is not entitled to the equitable remedy of specific performance;

In any event, the SSA is also not specifically enforceable; and

There is no basis for the alleged d advances, whether under the SSA or under the letter of guarantee relied upon by P.

This is not a case where P can be regarded to have fulfilled his obligations under the SSA, merely because he spent an amount equivalent to the purchase price or because the C 2022 debts were, in some manner, cleared. The SSA is explicit - P is required to pay RM 1.2 million to discharge all the debts, outstanding and liabilities of the Company incurred on or before 31.12.2022. Should he fail to do so, and the 2022 debts are instead cleared by the Company itself, or set off against other receivables, P remains contractually obligated to make the payment to Matrix. Any attempt to suggest otherwise ignores the clear and unambiguous terms of the SSA, and undermines the contractual framework that governs this transaction. Consequential order on the 1st Defendant s counterclaim

By an order of court dated 7.11.2024, the previous judge directed that letter of guarantee be tried and determined before and separately from the counterclaims another tranche of trial dates have been fixed in December 2026 in respect of the counterclaims. There are two separate counterclaims. The first counterclaim is by Matrix and D3 against P and the Company. The second counterclaim is by the Company against D3 and DW2.

At paragraph 74.1 of its defence and counterclaim, Matrix claims the following reliefs against P : i) relief against OCF [i.e. P]

74.1 Matrix claims for the following reliefs against OCF as follows : 1) A declaration that OCF has breached the Share Sale Agreement 2) A declaration that the Notice of Termination dated 15.11.2023 issued by Matrix to OCF is valid and effective; 3) Consequently, Matrix is to forfeit the deposit and shall refund all monies paid by OCF to Matrix, including the sum paid towards debts, outstanding and liabilities of DOH as per the Appendix to the SSA back to OCF within 7 days from the date of this order;

The aforementioned reliefs indeed the issues in respect of the SSA . Having adjudicated the issues in respect of the SSA in this trial, I determined that:- (a) P has breached the SSA with regard to the payment of the full purchase price; and (b) the notice of termination dated 15.11.2023 issued by Matrix to P is valid and effective. Consequent upon my findings herein, I would accordingly to the extent of the prayers contained in paragraph 74.1 of its defence and counterclaim, as referred to above.

For the reasons above, I dismissed . counterclaim to the extent of the prayers contained in paragraph 74.1 of its defence and counterclaim. I awarded costs of RM 80,000 to Matrix and D3. Dated 7 April 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Ng Siau Sun and Tsu Jean Yinn (Messrs. Choo, Lee & Partners) for the Plaintiff Choy Pei Zhen and Scott Wee Jen Yung (Messrs. Thomas Philip) for the 1st and 3rd Defendants Verene Tan Yeen Yi (Messrs. Cheang & Ariff) for the 2nd Defendant Case reference 1. Master Strike Sdn Bhd v Sterling Heights Sdn Bhd [2005] 3 MLJ 585 2. The New Straits Times Press (M) Bhd v Aideah Communication Sdn Bhd [2025] MLJU 1078 3. Berjaya Times Squares Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v M Concept Sdn Bhd [2010] 1 MLJ 597 4. Ingit Tibrewal & Anor v Devi Meyyammai Ramanathan & Ors [2020] CLJU 955 5. Choong Shin Cheong v Suruhanjaya Syarikat Malaysia & Anor [2020] 5 MLJ 523 6. Fujasa Property Sdn Bhd & Anor v Idaman Unggul Bhd & Anor [2015] 5 MLJ 810 7. Eagaivallinayagi Ammal v Chin Min Hua & Ors [2020] 2 MLJ 771 8. Jumbo Top Sdn Bhd v Automotive Corp (M) Sdn Bhd [2008] 1 MLJ 718 9.

SPM Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor [2016] 1 MLJ 464

Catajaya Sdn Bhd v Shoppoint Sdn Bhd & Ors [2021] 2 MLJ 374

R v Turner [1975] QB 834 Vincent ak Marcos v Public Prosecutor [2025] MLJU 3049 Legislation reference 1. Section 45 (1) and 92 of the Evidence Act 1950 2. Section 123 of the Companies Act 2016 3. Section 20 (1) (d) of the Specific Relief Act 1950