Queck Han Tiong v 1. ) Chia Chin Koon (WA-22NCC-646-09/2024)

CHIA CHIN KOON [Identity Card No.: 741119105351]

NEO CHING HOE [Identity Card No.: 720725025121] …DEFENDANTS JUDGMENT (Enclosure 53) Introduction [1] Enclosure 53 was an application filed by the Proposed Intervener, Neo Ching Yuen pursuant to Order 15 rule 6(2)(b) of the Rules of Court 2012 for leave to be joined as a party to the present proceedings. The substantive action concerns a claim by the Plaintiff against the Defendants for the return of certain shares on the basis that the Defendants have failed to pay the agreed purchase price. The Defendants dispute the claim and contend that the Plaintiff is merely holding the shares on trust for Neo Ching Yuen and that they had duly paid the said Neo Ching Yuen in full for the shares. [2] The Proposed Intervener’s position is that he no longer holds any legal and or beneficial interest in the shares in question, having received full consideration for the same from the Defendants. Notwithstanding the aforesaid, he sought to intervene on the basis that his participation in the action as a party is necessary in order for all matters in dispute in the cause or matter to be effectively and completely determined and adjudicated upon. [3] Having considered the affidavits and submissions of the parties, this Court was of the view that the Proposed Intervener’s presence as a party is unnecessary and that it is not appropriate to add him as a party at all. Accordingly, this Court dismissed the application to intervene under Enclosure 53 with costs. Background Facts [4] The Plaintiff was allotted 1,000,000 shares of a company known as Kujaya Management Sdn Bhd (“Kujaya Management”). [5] In the present Suit 646, the Plaintiff claimed against the Defendants for, inter alia, the return of 600,000 shares of Kujaya Management (“the Shares”) 480,000 of which were transferred to the 1st Defendant and 120,000 of which were transferred to the 2nd Defendant sometime on 8.9.2021 pursuant to a sale but the payments of which the Plaintiff contends have not been received. [6] In their defence against the Plaintiff’s claims, the Defendants contended that the Plaintiff did not own the Shares but instead had held the Shares on trust for the Proposed Intervener, Neo Ching Yuen (“NCY”). The Defendants averred in their Defence that payments for the Shares had been fully satisfied and made to NCY. [7] Subsequent to the filing of this Suit 646, NCY filed an action in the High Court at Pulau Pinang vide Suit 148. In the said suit, NCY is seeking the following reliefs:

declarations that the Plaintiff herein holds shares in Kujaya Management, Kujaya Dormitories Sdn Bhd and Agensi Pekerjaan Kujaya Sdn Bhd on trust for NCY;

a declaration that a loan of RM9,000,000-00 granted by the Plaintiff herein to NCY is null and void;

orders to transfer 160,000 shares of Kujaya Management that the Plaintiff is said to hold on trust to NCY;

an injunction to restrain the Plaintiff herein from selling or transferring the aforesaid shares held on trust. Significantly, NCY is not seeking any claims in respect of the Shares against the Plaintiff in Suit 148. [8] By Enclosure 53, NCY applied under Order 15 rule 6 (2)(b) of the Rules of Court 2012 to intervene in the present Suit 646 and be added as a defendant to the action. It was contended that in deciding the Plaintiff’s claims against the 1st and 2nd Defendants in the present Suit 646, this Court will have to determine if the Shares were held by the Plaintiff on trust for NCY and that the Plaintiff had no beneficial interest in the Shares. Accordingly, it was contended that the addition of NCY as a party to the present Suit 646 would ensure that all matters in dispute in the cause or matter would be effectively and completely determined and adjudicated upon. Court’s Considerations [9] By NCY’s own case, the Shares which form the subject matter of the dispute in the present Suit 646 had been disposed and sold by him to the 1st and 2nd Defendants. Full consideration for the Shares had already been paid and satisfied. This was not a disputed fact. [10] The effect of the aforesaid is that NCY no longer has any legal and or beneficial interest at all in the Shares. In other words, whether the Plaintiff indeed has any beneficial interest in the Shares when this Court determines the same at the trial of the present Suit 646 will be of no concerns to NCY. Put it differently, NCY has no legal interests at all in the outcome of the action. [11] Significantly, the 1st and 2nd Defendants who had purchased the Shares from NCY have not issued any third-party action against NCY at all. Indeed, if the 1st and 2nd Defendants are concerned that NCY had no beneficial interest in the Shares which they contend were purchased from NCY, they would file a third-party action against NCY to seek the refund of the consideration which they had paid to NCY in the event this Court were to hold at the end of the trial of the present Suit 646 that the Plaintiff does have beneficial interest in the Shares. [12] Given that NCY has no legal nor beneficial interests in the Shares, it seems to me that there is simply no reason to add NCY as a party to the action at all. If this Court finds for the Plaintiff at the trial and orders the 1st and 2nd Defendants to return the Shares, whilst it would suggest that the 1st and 2nd Defendants never acquired good title from NCY, this finding does not affect NCY at all because he claimed that he has fully divested all his interest in the Shares already. There is no question that this Court can determine the disputes between the Plaintiff and the 1st and 2nd Defendants without adding NCY as a party. If necessary, NCY can be procured by the parties to the present Suit 646 to testify at the trial on his dealings with the Plaintiff and or the 1st and 2nd Defendants for this Court to determine the issue as regards the Plaintiff’s beneficial ownership of the Shares, if any. [13] Accordingly, it is the judgment of this Court that it is not necessary for NCY to be added as a party to the present Suit 646 in order for all matters in disputes in the cause or matter to be effectively and completely determined and to be adjudicated upon. Further, it is also my judgment that there is no question or issue arising out of or relating to or connected with any of the reliefs or remedies claimed in the present Suit 646 as between the Plaintiff and the 1st and 2nd Defendants that would make it just and convenient to be determined as between the Plaintiff and NCY and or as between NCY and the 1st and 2nd Defendants. This is so because the 1st and 2nd Defendants do not dispute NCY’s legal and beneficial ownership of the said shares at all. Conclusions [14] Accordingly, for the reasons above, Enclosure 53 is dismissed with costs. Dated the 15th day of August 2025 ONG CHEE KWAN JUDGE OF THE HIGH COURT HIGH COURT (COMMERCIAL DIVISION NCC2 & ADMIRALTY) HIGH COURT OF KUALA LUMPUR IN THE FEDERAL TERRITORY, MALAYSIA Counsel for Plaintiffs: Mr. Wong Yee Chue together with Ms. Ho Hui Ying and Ms. Jean Aw (Messrs. Y.C. Wong) Counsel for Defendants: Mr. Steven Tan Chee Qian together with Mr. Max Chuah Chen Tee (Messrs. Chuah Qian & Partners)