Perspektif Masa Sdn Bhd v Sabah Development Bank Berhad (BA-22NCvC-490-11/2023)

Enclosure 99 is an application to amend the Writ and Statement of Claim dated 29 November 2023. The plaintiff filed Enclosure 99 on 11 July 2024 to include Tan Sze Keng and MBSB Bank Berhad as defendants.

On 3 February 2025, this Court dismissed Enclosure 99 with costs. The reasons for my decision are outlined below. B. MATERIAL FACTS 24/03/2025 13:05:48 BA-22NCvC-490-11/2023 Kand. 139

The Plaintiff is the developer of a mixed development project on Lot 3901, HS(D) 61423, Jalan Aman Fasa III (Kg. Berembang), Mukim Ulu Klang, Gombak, Selangor (the Project).

The Plaintiff was also a customer of the Defendant. From 2007 to 2020, the Defendant provided various facilities to the Plaintiff at the Plaintiff's request.

By a Letter of Award dated 31 December 2013, the Plaintiff appointed China Railway Engineering Corporation (M) Sdn Bhd and Bismark Construction & Engineering Sdn Bhd as the main contractors for the construction of a housing and commercial development project known as Cadangan Membina 5 Blok 38 Tingkat, 1,099 unit Rumah Pangsa Kos Tinggi dan 23 unit Kedai 4 Tingkat yang Mengandungi Tadika, Dewan Serbaguna, Surau Serta 4 Tingkat Podium Tempat Letak Kereta dan Rekreasi dengan 1 Tingkat Basemen di atas Lot 3901, HS(D) 61423, Jalan Aman Fasa III (Kg. Berembang), Mukim Ulu Klang, Daerah Gombak, Selangor Darul Ehsan (the Project) for a sum of RM1,062,500,000.00.

For the Project and to ensure payment for the completion of the works undertaken by the main contractor, the plaintiff requested that the defendant issue a bank guarantee in favour of China Railway Engineering Corporation (M) Sdn Bhd as the beneficiary. The plaintiff has provided several securities for the Bank Guarantee, which include three pieces of land and several condominium buildings as follows:

A first party second fixed charge over two land titles identified as H.S.(D) No. 61423 PT No. 3901 and H.S.(D) No. 58240 PT No. 3304, both situated in Bandar Ulu Kelang, Daerah Gombak, State of Selangor and owned by the Plaintiff.

(ii) A third fixed and floating charge over all current and future fixed and floating assets of the Plaintiff.

(iii) A second irrevocable Deed of Assignment over all end-finance proceeds on the proposed Fest Condominium comprising of 1,099 units of condominium to be developed on lands identified as H.S.(D) No. 61423 PT No. 3901 situated in Bandar Ulu Kelang, Daerah Gombak, State of Selangor and owned by Permodalan Negeri Selangor Berhad.

(iv) Joint and Several Guarantees by Dato’ Tee Ah Seng and Mr Tee Kim Hock. The guarantors shall also undertake to inject the necessary funds in the event of any cost overrun during the project's implementation.

Subordination of all shareholders’ and directors’ advances to the Bank Guarantee facilities.

(vi) A first Charge on Lot 44the 50 for the development of 1,248 units of condominium (Heros Block), Bandar Ulu Kelang, Daerah Gombak, State of Selangor.

(vii) A First Charge on H.S.(D) No. 58241 PT No. 3305, Bandar Ulu Kelang, Daerah Gombak, State of Selangor.

(viii) A First Charge on the land held under H.S.(D) 71661, PT 4921, Bandar Ulu Kelang, Daerah Gombak, State of Selangor measuring approximately 44,313 square meters [7] Under the Plaintiff’s request on 5 February 2015, the Defendant issued four Bank Guarantees in favour of the beneficiary, amounting to RM108,000,000.00, RM115,000,000.00, RM118,000,000.00, and RM135,000,000.00, totalling RM476,000,000.00. The Plaintiff subsequently issued a Letter of Indemnity dated 25 September 2019 in favour of the Defendant. [8] Subsequently, MBSB Bank Berhad, the assignee bank of the beneficiary, demanded payment of a guaranteed sum of RM476,000,000.00 as indicated in a letter dated 7 January 2020 (Exhibit SDB-7). Upon receiving the demand letter from MBSB and a certified true copy of the Certificate of Practical Completion (CPC), Defendant released the guaranteed sum of RM476,000,000.00 to the beneficiary on 30 January 2020. At that time, the plaintiff did not object to the defendant's release of RM476,000,000.00. [9] After the bank guarantee was released, the plaintiff requested the defendant to convert the Bank Guarantee of RM476,000,000.00 into a term loan facility. The defendant issued an Offer Letter dated 6 August 2020, and subsequently, the parties entered into the Facility Agreement. The Term Loan Facility, amounting to RM476,000,000.00, is intended to reimburse the defendant for the amount paid as a result of the beneficiary's call under the Bank Guarantees. [10] The defendant alleges that the plaintiff has defaulted on payments under three Term Loan Facilities totalling RM476,000,000.00, RM104,100,000.00, and RM235,000,000.00, despite reminders issued by the defendant. In a letter of demand dated 25 September 2023, the defendant demanded that the plaintiff pay the outstanding instalment on or before 9 October 2023. [11] In reply to the demand letter, the plaintiff requested the defendant to defer the payment of the annual instalment for the loan facility of RM476,000,000.00. The defendant granted the plaintiff’s request for an extension until 16.10.2023. [12] Rather than making payment to the defendant, the plaintiff submitted the proposed settlement payment and explained the background and issues that contributed to the delay on the part of the plaintiff, as outlined in the letter dated 16 October 2023. [13] However, the defendant refused to accept the proposal. On 25 October 2023, the defendant's solicitors, Messrs Shook Lin & Bok, issued letters to the Plaintiff and the security parties, stating that an event of default had occurred and demanding the plaintiff pay all sums due under the Term Loan Facilities. [14] In a letter dated 1 November 2023, the plaintiff wrote to the defendant’s counsel, informing them that the parties were in the midst of negotiation. On 14 November 2023, the plaintiff proposed to pay the sum of RM37,000,000.00 in 2023 and RM500,000,000.00 in 2024. [15] The plaintiff failed to make any payments to the defendant as proposed. Instead, on 29 November 2023, the plaintiff filed a lawsuit before this Court against the defendant and an application for an injunction order (Enclosure 3) to restrain the defendant from enforcing the loan and security documents against the plaintiff following the default. [16] On 29 November 2023, the Plaintiff obtained an ex parte interim injunction against the Defendant. Following the hearing of Enclosure 3 via inter parties on 26 March 2024, this Court dismissed Enclosure 3 with costs. On 15 November 2024, the Court of Appeal upheld the order made by this Court. C. LAW ON AMENDMENTS TO PLEADINGS [17] In making the present application, the Plaintiff is invoking the provision under Order 20 Rule 5 of the Rules of Court 2012 that stated as follows: “5. Amendment of writ or pleading with leave (O. 20 r. 5)

Subject to Order 15, rules 6, 6A, 7 and 8 and the following provisions of this rule, the Court may at any stage of the proceedings allow the plaintiff to amend his writ, or any party to amend his pleading, on such terms as to costs or otherwise as may be just and in such a manner, if any, as it may direct.

Where an application to the Court for leave to make the amendment mentioned in paragraph (3), (4) or (5) is made after any relevant period of limitation surrent at the date of the issue of the writ has expired, the Court may nevertheless grant such leave in the circumstances mentioned in that paragraph if it thinks it just to do so.

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An amendment may be allowed under paragraph (2) notwithstanding that the effect of the amendment will be add or substitute a new cause of action if the new cause of action arises out of the same facts or substantially the same facts as a cause of action in respect of which relief has already been claimed in the action by the party applying for leave to make the amendment.” [18] The law regarding amendments to pleadings is well established and governed by the principle outlined in Yamaha Motor Co. Ltd v Yamaha Malaysia Sdn Bhd & Ors [1983] 1 MLJ 213 –

the general principle is that the court will allow such amendments as will cause no injustice to the other parties. Three basic questions should be considered to determine whether injustice would or would not result (a) whether the application was bona fide (b) whether the prejudice caused to the other side can be compensated by costs and (c) whether the amendments would not in effect turn the suit from one character into a suit of another and inconsistent character. D. SUBMISSION BY THE PLAINTIFF [19] The plaintiff contends that Enclosure 99 does not create a new cause of action or introduce any new facts already known to the defendant. After the Court dismissed the plaintiff’s application for an injunction, the plaintiff filed a Notice of Change of Solicitors on 12 June 2024. [20] The plaintiff cites Order 20 Rule 5 Rules of Court, which empowers the Court to allow amendments to pleadings at any stage of the proceedings, regardless of how late, as long as it does not cause injustice to the other party. [21] According to the plaintiff, the amendment sought is necessary to achieve justice and determine the alleged breaches of conduct of the Defendants for non-compliance with the agreement and Housing Development Act. This amendment application is made from the same available facts and evidence which demonstrate that the proposed Defendants have acted in concert in committing the alleged acts as mentioned in the proposed statement of claim. [22] The plaintiff also relies on the submission that there is no delay by the plaintiff in making this application, and leave to amend can be made at any stage of proceedings. E. SUBMISSION BY THE DEFENDANT [23] The defendant contended that –

The amendment application constitutes a significant departure from the Statement of Claim dated 29 November 2023 and alters the nature of the plaintiff’s claim.

(ii) The application is not made in good faith.

(iii) The Bank will incur prejudice that cannot be remedied by costs.

(iv) The plaintiff has unduly delayed filing this amendment application and it amounts to an abuse of the court process. F. ISSUES TO BE DECIDED [24] Based on the submissions of learned counsel for both parties, the relevant issues to be decided are as follows:

Whether the application to amend the Writ and Statement of Claim is bona fide and would not, in effect, turn the suit from one character into a suit of another inconsistent character.

(ii) Whether the prejudice caused to the defendant can be compensated by costs.

(iii) Whether there is a delay in amending the Writ and Statement of Claim.

(iv) Whether the plaintiff can rely on Order 1A Rules of Court to support the application to amend the Writ and Statement of Claim. G. FINDINGS OF THIS COURT [25] The plaintiff filed the Writ on 29 November 2023 and the injunction application to prevent the defendant from enforcing the loan and security documents against the plaintiff following its default. This Court dismissed the injunction application on 26 March 2024. Subsequently, the defendant applied to strike out the Writ and Statement of Claim on 12 April 2024. Later, on 11 July 2024, Enclosure 99 was filed by the plaintiff. Issue 1: Whether the application to amend the Writ and Statement of Claim is bona fide and would not, in effect, turn the suit from one character into a suit of another inconsistent character. [26] I refer to the Statement of Claim dated 29 November 2023, in which the plaintiff details the circumstances surrounding the defendant's issuance of a Bank Guarantee. In paragraph 8 of the Statement of Claim, the plaintiff observes that on 31 December 2019, the appointed architect issued the CPC to the main contractor despite irregularities in the process. [27] The plaintiff draws the Court’s attention to the case of Khairy Jamaluddin Abu Bakar v Dato’ Seri Anwar bin Ibrahim [2012] 6 MLJ 551, where the Court of Appeal opined as follows - [13] We are of the view the High Court judge had applied the correct principles in exercising his discretion in the manner which he did. Consideration of whether it would be unjust to grant leave to amend required a balancing of the applying party’s need to amend, and the prejudice to the opposing party’s interest. An application for leave to amend should, in general, be allowed, provided that the application was bona fide and where the purpose of the amendment would result in the true issues to be determined. The amendments sought however should not in effect turn the suit from one character into a suit of another and inconsistent character (see Yamaha Motor Co Ltd v Yamaha Malaysia Sdn Bhd & Ors [1983] 1 MLJ 213 (FC)). There would be no injustice if it can be compensated by appropriate orders as to costs. [28] This Court is not adopting an excessively rigid and mechanical approach in assessing the plaintiff’s application to amend its Writ and Statement of Claim. [29] In Tenaga Nasional Berhad v Ice Man Sdn Bhd [2020] 11 MLJ 584 the High Court stated as follows: The general rule is to allow such amendments unless it was done with mala fide or the injury done to his opponent cannot be compensated by cost. In Tildesley v Harper (1878) 10 Ch D 393at pp 396-397, Lord Justice Bramwell said: My practice has always been to give leave to amend unless I have been satisfied that the party applying was acting mala fide, or that, by his blunder, he had done some injury to his opponent which could not be compensated for by costs or otherwise. [30] It is essential to compare the facts of this case with those cited by the plaintiff in Tenaga Nasional Berhad v Ice Man Sdn Bhd (supra). Having referred to the above principle, the High Court in Tenaga Nasional Berhad v Ice Man Sdn Bhd (supra) dismissed the defendant’s application to amend its statement of defence to include matters occurring from 2013 onwards. It introduced a third party named Four Seas Ice Manufacturer Sdn Bhd. [31] Likewise, in this application, the plaintiff wanted to include Tan Sze Keng and MBSB Bank Berhad as co-defendants. It is my considered view that the proposed amendment fails to address the issues raised in the Statement of Claim. According to the plaintiff, the foundation of this case rests on the defendant’s negligence in releasing funds under the Bank Guarantee, their unconscionable conduct, and actions that lack fairness and good faith. [32] The Bank Guarantee was issued on 30 January 2020 after the defendant received the attached letter of demand and the certified true copy of the CPC relating to the project. During this time, the plaintiff did not raise any objections regarding the payment made by the defendant under the Bank Guarantee. It is essential to state that when this suit was filed, the plaintiff was already aware of the facts regarding the main contractor and MBSB recalling the bank guarantee. [33] The Federal Court, in the case of Merita Merchant Bank Singapore Ltd v Dewan Bahasa dan Pustaka [2018] supp MLJ 33 at page 44, held that – “It is trite that parties are free to enter into a contract with terms and conditions as they deem fit and these terms and conditions are binding on the parties who have in the first place agreed to be bound by it… It was a well-established principle sanctioned by the doctrine of sancity of contract that parties who make agreement must adhere to their terms.” [34] This Court also refers to Sections 5.01 and 5.02 to be read together with 7.01 (g) of the Bank Guarantee Facilities Agreement between the plaintiff and the defendant. Section 7.01 (g) of the Bank Guarantee Facilities Agreement reads – “The Borrower acknowledges and agrees that the Lender’s obligation under any BG issued hereunder is absolute and unconditional and requires payment to the beneficiary named in such BG upon first written demand thereof by the beneficiary named in such BG notwithstanding any objection on the part of the Borrower. The Lender shall at all times entitled to make any payment under the BG upon demand by the beneficiary named in such BG without further investigation or enquiry and need not concern itself with the propriety of any claim made under or in the manner required under the BG. The Borrower hereby acknowledges and confirms that it shall not entitled whether at law or equity to stop or demand the Lender to withhold any payment which is to be made by the Lender under or pursuant to any BG hereunder”. [emphasis mine] [35] Based on the principle decided by the Federal Court in Merita Merchant Bank Singapore Ltd v Dewan Bahasa dan Pustaka (supra) and subject to terms in the Bank Guarantee Facilities Agreement, this Court is satisfied that there is no obligation on the part of the defendant to make inquiries about any claim made under the Bank Guarantee by the beneficiary. Once the beneficiary makes demands under the Bank Guarantee, the defendant is bound to honour it. [36] Under the Bank Guarantee Facilities Agreement, the plaintiff agreed that if the Bank Guarantee is called upon and the defendant makes the payment to the beneficiary, the plaintiff shall immediately reimburse the defendant the sum paid. Failing this, the defendant is entitled to charge an additional penalty fee of 3% per annum above the Bank’s Prime Lending Rate. However, the plaintiff did not plead these material facts in their original Statement of Claim. [37] After the defendant released the Bank Guarantee to MBSB, the plaintiff took positive action by requesting that the defendant convert the Bank Guarantee of RM476,000,000.00 into a Term Loan Facility. [38] The defendant has agreed to accept the plaintiff's proposal to restructure RM476,000,000.00 into a Term Loan Facility. This Court found that based on the contemporaneous documents, the agreement for the Term Loan Facility was entered into upon the plaintiff's request. The plaintiff enjoyed the benefit of the monies advanced by the Defendant. [39] This Court is of the view that the plaintiff's actions in applying to amend the Writ and Statement of Claim after the interim injunction was dismissed by this Court and in seeking to add new parties were not bona fide. Although the plaintiff was aware of the terms and conditions of the Bank Guarantee before requesting the defendant to convert the Bank Guarantee into a Term Loan, the plaintiff failed to disclose this in its original Statement of Claim. [40] Therefore, I find that the application in Enclosure 99 was mala fide and a tactical manoeuvre to prevent the action from being struck out. Issue 2: Whether the prejudice caused to the defendant can be compensated by costs. [41] In Ismail bin Ibrahim & Ors v Sum Poh Development Sdn Bhd & Anor [1988] 3 MLJ 348, the Court, in dismissing the amendment application, held –

The rule governing the amendments of pleadings is that the court will allow such amendments as will cause no injustice to the other parties. [42] I also consider the submission made by the plaintiff’s counsel that the proposed amendment serves to particularise and detail the allegation of the same claim as in the original Statement of Claim without introducing any new cause of action. [43] In the case of Lim Nyang Tak Michael v Ace Technologies Sdn Bhd [1995] 4 MLJ 616, the High Court dismissed the defendant’s application to amend the statement of defence and held that – [2] It was not a question of negligence but to plead all those matters in the original defence but a tactical manoeuvre and done in bad faith to delay the rights of the plaintiff on his claim. The application to amend the defence after exposure by the plaintiff in his affidavit in support was a tactic to confuse the issues by creating imaginary triable issues and to stall the plaintiff of his rights. If this was allowed, it would unnecessarily cause prejudice to the plaintiff which could not be compensated by costs. [44] The key point in this case is that the defendant is not privy to the construction agreement between the plaintiff and the contractor. Adding the contractor and the beneficiary as parties to this suit would mean that the plaintiff introduces a new cause of action and changes the nature of this suit. [45] Therefore, requesting this Court to allow the amendment to include additional parties and a new cause of action evidently caused prejudice to the defendant that cannot be compensated by costs. Furthermore, after the funds were released, the plaintiff asked the defendant to restructure the outstanding sum of RM476,000,000.00 and subsequently defaulted on payments to the Bank. Issue 3: Whether there is a delay in amending the Writ and Statement of Claim [46] Before Enclosure 99 was filed on 11 July 2024, this Court had scheduled 11 case management dates from 30 November 2023 to 12 July 2024. [47] In support of this application, the plaintiff failed to provide a cogent explanation that would satisfy this Court to grant leave to amend the Statement of Claim. As submitted by the defendant’s counsel, the amendment application was filed eight months after the action commenced, following the dismissal of the injunction application, which was decided in favour of the defendant. Upon dismissing the application for an injunction, this Court found no substantial issues that would necessitate a trial against the defendant. [48] It is well established that a delay in making an amendment can be fatal, and the applicant must provide material and cogent reasons to justify the delay in filing the application. The principle established in Hong Leong Finance Bhd v Low Thiam Hoe & Another Appeal [2016] 1 MLJ 301 should be adhered to by this Court, in which the Federal Court held – [18] It is pertinent to note that Yamaha Motor was decided under the old RHC 1980. The civil procedure has since then changed with the introduction of the pre-trial case management in the year 2000 under O 34 of the RHC 1980 (22 September 2000) and now under O34 of the RC 2012 (1 August 2012). Nowadays, the court recognises, especially under the new case management regime, that a different approach needs to be taken to prevent delay in the progress of a case to trial and for its completion. The progress of the case is no longer left in the hands of the litigants but with the court in the driver's seat…. … [26] It is to be stated here the requirement that a cogent explanation for such a delay must be furnished when making a late application to amend would be clearly in line with pre-trial case management procedures (introduced in year 2000) … Timely disposal of cases and the limitation of cost are now the primary considerations under the present regime. [49] Further, based on the plaintiff’s affidavits, I find no compelling explanation has been offered for the delay in seeking the amendment, except that a new firm of solicitors has taken over the matter. [50] The only reason provided by the plaintiff is that they have changed solicitors, who were appointed on 12 June 2024. After reviewing all of the cause papers, the current solicitors believe an amendment to the Writ and Statement of Claim should be made. [51] This Court agrees with the submission of the learned counsel for the defendants that this does not amount to a cogent reason. The plaintiff has failed to explain why the matter, which was fully known and readily available when the original Statement of Claim was filed, was not averred earlier. Issue 4: Whether the plaintiff can rely on Order 1A Rules of Court to support the application to amend the Writ and Statement of Claim [52] The plaintiff is relying on the article authored by Dato’ Seri Gopal Sri Ram (FCJ) titled Administering the Rules of Court [2013] 1 LNSA (A) i, which states as follows: The second principle that courts should bear in mind is that a rule of court should not be interpreted in such a way as to result in unfairness or to produce a manifest injustice. It is a guide to interpretation that our courts have repeatedly applied as may be seen from the observations in such cases as Bank of America National Trust and Savings Associations v. Chai Yen [1980] 1 MLJ 198 (a decision of the Privy Council), Sim Seoh Beng & Anor v. Koperasi Tunas Muda Sungai Ara Bhd [1995] 1 MLJ 292 and Sivarasa Rasiah v. Badan Peguam Malaysia [2002] 2 MLJ 413. The third principle is that where a court is given discretion to do something, such as granting an amendment or an extension of time or a postponement, that discretion must not be exercised in such a way as to produce an unjust result. Maxwell v. Keun [1928] 1 KB 645 at p 653, Walker v. Walker [1967] 1 WLR 327 at 330, Collier-Garland (Properties) Pty Ltd v. Northen Transport Co Pty Ltd (1964) 82 (NSW) WN (Pt 1) 125 at p 127 and Bloch v. Bloch (1981) 37 ALR 55 at pp 58 – 59 are authorities that plainly support this view. … Additionally, Order 1A of the Rules of Court 2012 expressly provides that-In administering these Rules, the Court or a Judge shall have regard to the overriding interest of justice and not only to the technical non-compliance with these Rules. [53] The learned counsel for the plaintiff submitted that the court exists to administer justice and determine the rights of the parties. The plaintiff further asserted that the original Statement of Claim would not lead to a decision on the real matter in controversy; therefore, leave to amend should be granted by this Court. [54] Order 1A of the Rules of Court 2012 states as follows – Regard shall be to justice (O. 1A) In administering these Rules, the Court or a Judge shall have regard to the overriding interest of justice and not only to the technical non-compliance with these Rules. [55] In Abdul Hamid Mohd Amin v. Ramacon Corporation Sdn Bhd [2016] 3 CLJ 111, the Court held that -

Non-compliance of a mandatory provision of the ROC which is fundamental in nature will no longer be regarded as technical noncompliance of a rule that may be remedied under O. 1A of the RHC. Where there are blatant breaches of rules and procedure that are mandatory and fundamental in nature, the applicant needs to show strong and cogent grounds that are considered sufficient in order to invoke the court's discretionary power to grant extension of time. …

Although the court is vested with wide discretionary powers in deciding whether an application for extension of time should be granted, the discretionary powers must be exercised judicially in accordance with the established principles and by taking into account all relevant consideration. In this case, there was blatant disregard for and disobedience of the relevant rules for which there was no sufficient material to justify the exercise of the court's discretion to cure the noncompliance." [56] Recently, in the case of Datuk Bandar Kuala Lumpur v. Perbadanan Pengurusan Trellises & Ors and other appeals [2023] 5 CLJ 167; [2023] 3 MLJ 829, the Federal Court decided as follows – [558] In order to dispense justice fully and properly, our adversarial system depends entirely on counsel to conduct themselves with candour, courtesy, and fairness. Ours is a practice where counsel owe, a primary duty to the court besides duty to their client. … [560] Our adversarial system can only properly function to administer justice, if there is full disclosure by all parties in their capacity as officers of the court. If the court's hands are tied to the selective and piecemeal extraction of facts and [2023] 3 MLJ 829 at 977 law, the result is an artificial advancement of our law based on the private interests of a select few at the expense of justice for all. [57] It is the considered view of this Court that by dismissing Enclosure 99, this Court has fulfilled its duty to uphold justice in accordance with the rules of the court, as thoroughly explained in the authorities cited above. [58] Given the circumstances surrounding this application, the plaintiff cannot rely on Order 1A of the Rules of Court 2012 to support their argument for amending the Writ and Statement of Claim. H. CONCLUSION [59] I have perused the cause papers and both counsel’s written submissions. Based on the reasons stated above, this Court is of the considered view that Enclosure 99 should be dismissed with costs of RM5,000.00, subject to the allocator. Dated : 24th March 2025 Ditandatangani ............................................................... HAZIZAH BINTI KASSIM Judicial Commissioner Shah Alam High Court (NCvC10)

For the Plaintiff : Eric Lai Tack Sng, Cheah See Yan & T. Geetha Messrs Lai & Associates (Petaling Jaya, Selangor)

For the Defendant : Marianne Loh Suet May & Jay Kah Mui Woon Messrs Shook Lin & Bok (Federal Territory of Kuala Lumpur)