Ravisangar A/L Raman v M B Ramesh Kumar A/L Balasubramaniam (BL-A52NCvC-53-06/2022)

purchasing machines valued at RM10,360.00;

(ii) paying monthly rental for the premises amounting to RM14,400.00; and

(iii) covering operational expenses amounting to RM13,882.05. [7] The Plaintiff alleged that despite the said payments, the Defendant had retained control over the business premises and continued to operate the business using the Plaintiff’s machinery and assets for his own profit and benefit. [8] The Plaintiff further alleged that upon informing the Defendant of his intention to discontinue the business due to losses, the Defendant had promised to look for a potential buyer for the business and to refund the Plaintiff’s investment upon completion of such sale. However, according to the Plaintiff, the Defendant failed to find any buyer, and subsequently changed the locks to the business premises, 3 | P a g e thereby excluding the Plaintiff from entering and accessing his machinery and equipment. [9] The Plaintiff averred that the Defendant’s actions were dishonest and made in bad faith (mala fide), and that as a result, he had suffered financial loss. Consequently, he commenced this action seeking recovery of the sums paid to the Defendant. [10] Consequently, the Plaintiff filed this suit seeking the following reliefs:

A refund of all payments made to the Defendant, namely:  RM200,000.00 (instalment payments towards the business purchase);  RM10,360.00 (for machinery purchased for business use);  RM14,400.00 (rental payments for the business premises); and  RM13,882.05 (operating and maintenance costs).

(ii) The total amount claimed was RM238,642.05, together with interest thereon at the rate of 5% per annum from the date of judgment until full satisfaction, costs, and any other relief deemed fit by the Honourable Court. [11] The Defendant, on the other hand, admitted knowing the Plaintiff and his father, but denied that the business sale was to be made on an instalment basis. According to the Defendant, the agreement was for the Plaintiff to purchase the business for RM270,000.00, payable in three lump-sum payments, and that he had agreed to transfer the business only upon receipt of the full purchase price. The Defendant maintained that the Plaintiff had taken over and operated the business after the initial payment, but failed to complete the balance payment. [12] The Defendant further contended that the Plaintiff had full control and management of the business after taking over, but had later abandoned the business entirely. The Defendant alleged that he subsequently had to maintain the business premises and continue paying the monthly rental on behalf of the Plaintiff after the latter had disappeared and failed to perform his obligations. The Defendant further claimed that the Plaintiff had stopped making payments and still owed him RM70,000.00, representing the unpaid balance of the agreed purchase price. 4 | P a g e [13] The Defendant asserted that he had at all material times acted honestly and in good faith (bona fide) in dealing with the Plaintiff, including assisting him with suppliers, machinery, and customer management. He emphasised that the Plaintiff’s financial difficulties and inability to secure external financing were not attributable to him and that he bore no legal or contractual responsibility for the Plaintiff’s commercial losses. [14] Accordingly, the Defendant prayed for the Plaintiff’s claim to be dismissed with costs and entered a counterclaim for the following:

RM70,000.00 being the unpaid balance of the RM270,000.00 purchase price;

(ii) Monthly rental of RM900.00, which the Defendant allegedly continued to pay to the landlord after the Plaintiff abandoned the premises;

(iii) Interest and damages for losses suffered as a result of the Plaintiff’s breach; and

(iv) Costs of this action. [15] On 30.04.2025, the Plaintiff’s claim was dismissed, and the Defendant’s counterclaim was allowed. [16] Dissatisfied, the Plaintiff appealed to the High Court. THE TRIAL AND WITNESSES [17] During the trial, the Plaintiff called one (1) witness, namely:

Ravisangar A/L Raman (SP1). [18] The Defendant likewise called one (1) witness, namely:

M. B. Ramesh Kumar A/L Balasubramaniam (SD1). ISSUES FOR DETERMINATION [19] Based on the pleadings, evidence, and submissions, the issues for determination before this Court are as follows: 5 | P a g e 1) Whether there existed a concluded and enforceable first contract between the Plaintiff and the Defendant for the sale of the Defendant’s business, Base Polymer Enterprise, for the total purchase price of RM270,000.00.(“first agreement”). 2) Whether there existed a second and/or subsequent agreement between the parties, whereby the Defendant had agreed to assist the Plaintiff in selling the said business in order for the Plaintiff to recover the RM200,000.00 paid to the Defendant under the first contract, with the Defendant retaining RM70,000.00 as his entitlement. 3) Whether the Defendant’s counterclaim ought to be allowed. ISSUE 1: Whether there existed a concluded and enforceable first contract between the Plaintiff and the Defendant for the sale of the Defendant’s business, Base Polymer Enterprise, for the total purchase price of RM270,000.00.(“first agreement”). Contentions of the Parties Plaintiff’s Contentions [20] The Plaintiff contended that there was a valid and enforceable oral agreement concluded in February 2020 for the purchase of the Defendant’s business, Base Polymer Enterprise, at the price of RM270,000.00. The Plaintiff asserted that the payment was to be made by monthly instalments, and that a deposit of RM13,000.00 was first paid, followed by further payments amounting to RM200,000.00. [21] The Plaintiff submitted that the parties had acted upon this understanding — he registered a new business, RR Polymer Enterprise, took over the business operations, and paid for machinery, rent, and operating costs. These actions, according to him, clearly showed the existence of a concluded contract which had 6 | P a g e been partly performed. The Plaintiff relied on his payment of RM200,000.00 and the Defendant’s acceptance of it as conclusive evidence of a binding transaction. [Defendant’s Contentions [22] The Defendant contended that the sale price of RM270,000.00 was to be paid in three lump sums, and that the transfer of ownership would only occur after full payment had been made. [24] The Defendant maintained that since the Plaintiff had failed to pay the balance of RM70,000.00, there was no completed sale. He submitted that he had merely allowed the Plaintiff to operate the business temporarily, pending full settlement of the price, and that no formal transfer of ownership or business registration ever took place in the Plaintiff’s name. [25] The Defendant, therefore, contended that the Plaintiff’s payments were part-payments toward the purchase price, not deposits, and were not refundable as the Plaintiff himself had failed to fulfil the terms of payment. Findings of the Court [26] On this note, the evidence of the parties is as follows: Evidence of the Plaintiff (SP1 – Ravisangar A/L Raman) Examination in Chief: “S: Bagaimana kamu membeli Perniagaan tersebut dari Defendan? J: .. Pada sekitar bulan Februari 2020, saya bersama ayah saya telah bertemu dengan Defendan di Premis tersebut untuk tujuan melawat Premis tersebut dan mengambil tahu lebih lanjut tentang Perniagaan tersebut. Pada mulanya Defendan telah meletakkan harga jualan sebanyak RM300,000.00 namun pada akhir perjumpaan tersebut, Defendan telah memaklumkan kepada saya bahawa beliau sanggup menjual Perniagaan tersebut pada harga 270,000.00 7 | P a g e dan bayaran boleh dibuat secara ansuran. Defendan juga telah memaklumkan kepada saya bahawa sekiranya saya ingin mengambil alih Perniagaan tersebut,Defendan akan kekal di Premis tersebut bagi tempoh tiga bulan dan membantu saya mempelajari aspek-aspek Perniagaan tersebut. Akhirnya pada 13-2-2020, saya telah membayar wang deposit sebanyak RM13,000.00 kepada Defendan dan mengambil alih Perniagaan tersebut. S: Bagaimana dengan baki wang pembelian Premis tersebut? J: Baki wang pembelian Premis tersebut telah dibayar oleh saya secara ansuran dari bulan Februari 2020 sehingga bulan Februari 2021. Secara keseluruhan saya telah membayar wang berjumlah RM200,000.00 kepada Defendan..” Cross Examination “..S : So, during this one year, you paid the parts of the RM200K in various stages. You agree? S : So, how many payments did you make? J : 14 payments. S : You make 14 payments? S : So, initially you paid how much? J : RM13,000.00. S : So, after that you made 14 payments? J : Including the RM13,000.00, total 14 payments. S : So, the 14 payments was paid over a period of one year, approximately? J : Yes…” Evidence of the Defendant (SD1 – M B Ramesh Kumar A/L Balasubramaniam) Examination in Chief: S: Apakah terma-terma yang dipersetujui di antara kamu dan Plaintif ? J: (1) Harga jual beli RM 270,000.00

Bayaran Booking sebanyak RM 13,000.00

Baki sebanyak RM 257,000.00 harus diselesaikan dalam tempoh 2 bulan. Cross Examination “..Refer pada soalan dan jawapan no.10, perenggan 3. Ada 8 | P a g e mengatakan baki harus diselesaikan dalam tempoh 2 bulan. J : Ya, betul. S : Boleh tak tunjukkan kepada saya, 2135 dimana tertulis bahawa baki harus diselesaikan dalam tempoh 2 bulan. J : Dalam invois saya. S : Di mana? Boleh tunjukkan pada Mahkamah? Invois kamu tadi adalah di m/s 1, Ikatan B. J : Ya. Di bahagian atas. Terms : 60 days. S : Terms dia adalah harus diselesaikan dalam 2 bulan. J : Ya. S : Jawapan kamu sebentar tadi, kamu menyatakan Plaintif hanya membayar sebanyak RM200,000.00 dan baki RM70,000.00 masih tidak berbayar. J : Ya. [27] Upon careful consideration of the pleadings, oral testimony, and documentary evidence, the Court finds that there was a concluded and enforceable contract between the parties for the sale of the Defendant’s business, Base Polymer Enterprise, for the total price of RM270,000.00. [28] The Court notes that both parties are in agreement on the essential terms of the transaction — namely, the subject matter, the business, and the total purchase price. The invoice dated 28.02.2020 (page 1, bundle B, part B ) represents the proof of the sales and purchase of the rubber granules business. [29] Accordingly, this Court finds that there was a valid and enforceable contract between the parties for a total price of RM270,000.00. Notwithstanding that the invoice stipulated a payment term of sixty (60) days, the Defendant had nevertheless accepted fourteen (14) staged payments amounting to RM200,000.00, leaving an unpaid balance of RM70,000.00. 9 | P a g e ISSUE 2: Whether there existed a second and/or subsequent agreement between the parties, whereby the Defendant had agreed to assist the Plaintiff in selling the said business in order for the Plaintiff to recover the RM200,000.00 paid to the Defendant under the first agreement, with the Defendant retaining RM70,000.00 as his entitlement [30] The central issue in this case concerns whether there existed a second or subsequent agreement between the parties. The Plaintiff alleged that the Defendant had promised to find a new buyer to resell the business, whereby the Defendant would retain RM70,000.00 as the balance unpaid under the first agreement, and the Plaintiff would recover RM200,000.00 upon completion of such resale. Contentions of the Parties Plaintiff’s Contentions [31] The Plaintiff contended that after he decided to stop operating the business due to losses, the Defendant agreed to assist in finding a buyer for the business so that the Plaintiff could recover the RM200,000.00 he had paid under the first agreement. The Plaintiff further claimed that under this second arrangement, the Defendant was to retain RM70,000.00 from the proceeds of sale as his entitlement, while the remaining RM200,000.00 would be refunded to the Plaintiff once the business was sold. [32] The Plaintiff argued that this “second agreement” was reached orally and reflected the Defendant’s acknowledgment that the business transaction under the first agreement had not been completed. The Plaintiff relied on his own testimony and the alleged oral assurances made by the Defendant to substantiate this claim. Defendant’s Contentions [33] The Defendant categorically denied the existence of any second or subsequent agreement. He maintained that there was no discussion or consensus for him to resell the business on behalf of the Plaintiff or to refund any sum previously paid. 10 | P a g e [34] The Defendant submitted that the invoice dated 28.02.2020 clearly stated that the money paid under the first agreement was “not refundable”, which is wholly inconsistent with the Plaintiff’s assertion that a later refund was contemplated. [35] The Defendant argued that there was no evidence of offer, acceptance, or consideration supporting the alleged second agreement. He submitted that the Plaintiff’s claim was merely an afterthought to recover money from a failed venture. The Defendant relied on the absence of any written or documentary record of such an arrangement and urged the Court to dismiss this aspect of the Plaintiff’s case. [36] The Plaintiff (SP1) testified in examination-in-chief as follows: S: Bagaimana progress Perniagaan tersebut? J: Sejak pelaksanaan MCO oleh Kerajaan Malaysia, Perniagaan tersebut tidak dapat dijalankan secara lancar. Walaubagaimanapun saya masih membayar kos-kos penyewaan Premis, utiliti, gaji pekerja-pekerja dan juga segala kos operasi Perniagaan tersebut. Setakat bulan Mei 2021, saya telah membayar sewa bulanan sebanyak RM14,400.00 manakala kos operasi Premis tersebut telah mencecah RM13,882.05. .. S: Bila kamu mengambil keputusan untuk menjual perniagaan tersebut? J: Awal tahun 2021 atas sebab saya tiada pendapatan langsung daripada perniagaan tersebut. Kesemua percubaan saya untuk mendapatkan pinjaman bank juga telah gagal. S: Adakah Defendan mempunyai pengetahuan mengenai niat kamu untuk menjual perniagaan tersebut? J: Ya. Saya juga telah memaklumkan kepada Defendan bahawa saya terpaksa mencari pekerjaaan lain demi menyara hidup saya. Memandangkan Perniagaan tersebut masih dalam kawalan penuh Defendan, Defendan telah mencadangkan kepada saya bahawa beliau sendiri akan mencari pembeli yang berminat dan menjual Perniagaan tersebut serta memberikan baki wang jualan kepada saya selepas menolak RM70,000.00 milik beliau yang merupakan tunggakan ansuran pembelian Perniagaan.

S: Selepas Defendan dan kamu mengambil keputusan untuk menjual perniagaan tersebut, adakah kamu masih memasuki Premis tersebut? J: Tidak. Sekitar bulan April 2021, satu staf yang berkerja dalam Premis tersebut telah berhenti kerja tanpa sebarang notis. Akibat daripada itu, Saya tiada pilihan lain tetapi terpaksa berhenti masuk ke Premis tersebut. Selain itu, saya juga telah dimaklumkan oleh Defendan bahawa perniagaan kami tidak akan memperoleh kelulusan MITI untuk membuka Premis ketika MCO. 11 | P a g e Cross Examination ‘S: S : It was Covid lock down. Ok. So, you agree that the Defendant has no control over the Covid? J : Yes, agree. S : So, you agree in spite of the fact it was a lockdown, you still continue to pay RM7,000.00, right? S : Because you wanted to buy the business, right? S : Look at page 7, Ikatan B. On 6 April 2020, you paid a further sum of RM5,000.00, right? S : So, despite the look down, you continue to pay, right? Because you sincerely wanted to purchase the business, right? .. S : You agree that building does not belong to the Defendant, right? S : You agree there was a tenancy agreement, right? S : You agree after you took over the business, you started paying the rental, right? S : You paid the rental for the premises until you are carrying on with the business, right? S : So, during this period you are running the business, it is you who paid the electricity bills, right? J : Yes, correct. S : During this business, you also paid the salary of the working staffs, right? J : Yes, correct S : You paid the electricity bills, you paid the rental, you paid the water bills, all because you were in charge of running the business, right? J : Yes, I was under training. S : During this time the Defendant spent time to train you, right? S : You agree the Defendant assisted you to learn the running of the business, right? S : During this period, to run the business more effectively, you 12 | P a g e purchase some machinery also, right? S : So, you willingly purchase this machinery, right? S : Because you want to make more profits, right? J : For the business purpose, business operations. S : You continue paying the rental for the premises from March 2020 until May 2021, right? S : You paid the electricity bills, water bills and salary from March 2020 until May 2021, right? S : I refer you to all the rental payments were in this Bundle, were paid by you willingly, right? S : All the electricity payments in the Bundle were all paid by you willingly, right? S : So, these were all paid in relation to after you made decision to purchase the business, right? S : Somewhere in December 2020, you tried applying for loan to pay the balance purchase price to the Defendant, right? S : And you were not successful in obtaining the loan, right? S : So, if you had been successful, you would have paid all the balance due and payable to the Defendant for the purchase of the said business, right? S : So then, you made a decision to sell the business, right? S : So, it is your independent decision to sell the business, right? S : So, you wanted to sell the business to somebody who is willing to buy, right? S : And upon that you also have the intention of paying the balance RM70,000.00 to the Defendant, right? S : This is what stated in para 13 of your statement of claim, right? S : So, at one point in time, when you decided not to run the business, 13 | P a g e you left the business, right? S : Refer to question and answer no.14. You say in the beginning of 2021, you didn’t get any income from the business, right? S : Is there a statement of profit & loss by any auditor to show that there was no income from the business awal tahun 2021? J : Auditor, no. S : So, among the reasons, it is you make the decision to sell business, right? S : You made the decision to sell the business because at that point in time the business belongs to you, right? S : So, another reason why you wanted to sell the business because you are unable to get the loan, right? As per your question and answer no. 14. J : No loan and no pendapatan. S : Ya, but you see among the reasons because you are unable to get the bank loan, right? S : So, as a result of your failure to get the loan, you decided to look for an alternative job, right? S : Because you were still a qualified engineer, right? S : You felt that you could get some income by being employed, right? S : I refer you to question and answer no. 20. So, after that you started working in Singapore, right? .. S : I refer to para 17, page 8, Ikatan Pliding. There you said that you visited the building. The business premises in August 2021, right? S : So, from time you left in May 2021 until August 2021, you didn’t go to the building, right? J : Sometimes I do. S : You said you found the premises to be locked. You agree that you did not send any letter, notice to the Defendant to obtain the key from the Defendant. J : No. 14 | P a g e Findings of the Court [37] From the totality of the evidence, this Court finds that there was no second or subsequent agreement between the parties. The Plaintiff’s contention that the Defendant was to refund RM200,000.00 is inconsistent with the invoice dated 28.02.2020 (page 1, Bundle B, Part B), which expressly stated that all payments made were “not refundable.” [38] The evidence further establishes that the Plaintiff had paid RM200,000.00, leaving a balance of RM70,000.00 unpaid. He admitted attempting, but failing, to obtain a loan to settle this balance. When the business became unprofitable, the Plaintiff sought the Defendant’s assistance to find a buyer. However, such assistance was merely an act of goodwill and not a legally binding obligation. [39] There was no consideration or exchange of value to support any alleged second agreement. The Defendant derived no benefit from assisting the Plaintiff to resell the business — he would not have received any sum beyond the original purchase price of RM270,000.00, nor was he obliged to refund the RM200,000.00 already paid. Even if the resale attempt failed, the Plaintiff remained liable to pay the outstanding RM70,000.00. Thus, the Defendant gained nothing from offering such help, and there was no reciprocal promise or benefit that could constitute consideration under the Contracts Act 1950. [40] The Defendant’s act of assisting the Plaintiff was therefore purely voluntary and cannot be construed as a contractual promise. The Plaintiff had already taken over and operated the business, paying the rent, utilities, and employees’ salaries, thereby demonstrating that the first agreement was complete and the business was under his control. For any second agreement to be valid and enforceable, its terms must be definite and supported by consideration in accordance with section 38(1) of the Contracts Act 1950. Equity will not enforce an agreement that is vague or lacking in its essential terms. [41] The essential elements of a valid contract, namely offer, acceptance, consideration, and intention to create legal relations —are clearly absent. There was 15 | P a g e no benefit conferred upon the Defendant nor any detriment undertaken by the Plaintiff to create binding obligations (Syarikat Pertanian Emmal Sdn Bhd v Tractors Malaysia (1982) Sdn Bhd [2009] 4 MLJ 223). As reaffirmed by the Federal Court in Lai Fee & Anor v Wong Yu Vee & Ors [2023] 3 MLJ 503, a valid contract must fulfil all fundamental ingredients, including certainty of terms and consensus ad idem. In the present case, these elements are wholly lacking. The Federal Court held as follows: “..[58] There are, in law, several essential ingredients present in a valid contract. First, there must be an offer (‘proposal’) which is communicated to the other party (ss 2(a), 3 and 4(1), Contracts Act). Second, the party accepting the offer must also have communicated his acceptance to the proposer (ss 4(2), 7 and 8, Contracts Act). Third, the contract must be for a lawful consideration (s 10, Contracts Act), in the sense that the consideration of a contract must be lawful within the meaning of ss 24 and 25, Contracts Act. Fourth, all contracts must be made by the free consent of the parties (s 10, Contracts Act). The parties to a contract are said to consent ‘when they agree upon the same thing in the same sense’ (s 13, Contracts Act); this is also known by the Latin phrase ‘consensus ad idem’ — which has been defined in the Australian Legal Dictionary as ‘Agreement to do the same thing. The common consent necessary for a binding contract’. Consent is said to be only free within the meaning of s 14 of the Contracts Act (this requires a more detailed discussion and will be dealt with below). Fifth, the parties to the contract must be legally competent or have legal capacity to enter into a contract (ss 10, 11 and 12, Contracts Act). Sixth, all contracts must have certainty — contracts which are vague or where the meaning of which is not certain, or capable of being made certain, are void (s 30, Contracts Act). Lastly, contracts must be for a lawful object (ss 10, 24 and 25 Contracts Act)…” [42] The Plaintiff’s reliance on the Defendant’s voluntary assistance does not give rise to any enforceable contractual right. The evidence shows that the Plaintiff voluntarily ceased operations and left for employment in Singapore after the business became unprofitable. The Defendant’s failure to secure a new buyer cannot amount to a breach, as he was under no contractual duty to do so. The Plaintiff must bear the commercial risk of his own business venture and cannot shift that burden to the Defendant, who merely offered help out of goodwill. [43] At this juncture, it is pertinent to note that the Plaintiff has failed to discharge the burden of proving the existence of the alleged second agreement. The law on the burden of proof is well established. In Hong Yik Trading v Liziz Plantation Sdn 16 | P a g e Bhd [2017] 8 CLJ 491, Arifin Zakaria CJ held that the burden of proof rests throughout the trial on the party who asserts that the facts exist (section 101 of the Evidence Act 1950). Only when that burden is discharged does the evidential burden shift to the other party. However, if the party bearing the initial burden fails to do so, the opposing party is not required to adduce any evidence in rebuttal. In this case, the Plaintiff has not produced credible evidence to substantiate the alleged second agreement. The Federal Court held: “It is settled law that the burden of proof rests throughout the trial on the party who asserts that the facts exist (section 101 of the Evidence Act 1950 ). Where a party on whom the burden of proof lies has discharged that burden, then the evidential burden shifts to the other party. However, if the party on whom the burden of proof lies fails to discharge it, the other party need not call any evidence.” [44] In light of the foregoing analysis, this Court finds that there was no second or subsequent agreement between the parties. The Plaintiff has failed to establish, on a balance of probabilities, the existence of any such arrangement. The only valid and enforceable contract remains the first agreement for the sale of the Defendant’s business. Accordingly, the Plaintiff’s claim for the refund of RM238,642.05, premised on the alleged second agreement, is without merit and is hereby dismissed. Issue 3: Whether the Defendant’s counterclaim ought to be allowed. [45] The Defendant contended that the Plaintiff had failed to pay the remaining balance of RM70,000.00 under the first agreement for the purchase of the business known as Base Polymer Enterprise. He submitted that the Plaintiff had taken possession and control of the business and paid RM200,000.00 as part-payment of the total price of RM270,000.00. The Defendant further argued that the payments made were not refundable, as expressly stated in the invoice dated 28.02.2020. The Defendant also submitted that after the Plaintiff abandoned the business, he (the 17 | P a g e Defendant) continued to bear the rental and overhead costs, entitling him to recover the unpaid balance and consequential losses. [46] The Plaintiff, on the other hand, denied any abandonment of the business. He contended that he had been denied access to the premises after the Defendant changed the locks without notice and failed to provide him with the new keys. The Plaintiff further stated that he was never introduced to the landlord or given direct tenancy rights, and had paid rent to the Defendant, who in turn paid the landlord. According to the Plaintiff, he was thereby prevented from carrying on the business despite having invested RM200,000.00 and purchasing machinery for operations. He also claimed that the Defendant had made repeated promises to find a new buyer to whom the business could be resold and to refund the RM200,000.00 upon completion of such resale, but these promises were never fulfilled. The Plaintiff argued that the Defendant’s conduct amounted to bad faith (mala fide) and that he should not be held liable for the balance of RM70,000.00. [47] The Plaintiff (SP1) in his cross-examination has testified as follows: S : You continue paying the rental for the premises from March 2020 until May 2021, right? S : You paid the electricity bills, water bills and salary from March 2020 until May 2021, right? S : I refer you to all the rental payments were in this Bundle, were paid by you willingly, right? S : All the electricity payments in the Bundle were all paid by you willingly, right? S : So, these were all paid in relation to after you made decision to purchase the business, right? S : Somewhere in December 2020, you tried applying for loan to pay the balance purchase price to the Defendant, right? S : And you were not successful in obtaining the loan, right? 18 | P a g e S : So, if you had been successful, you would have paid all the balance due and payable to the Defendant for the purchase of the said business, right? S : So then, you made a decision to sell the business, right? S : So, it is your independent decision to sell the business, right? S : So, you wanted to sell the business to somebody who is willing to buy, right? S : And upon that you also have the intention of paying the balance RM70,000.00 to the Defendant, right? S : This is what stated in para 13 of your statement of claim, right? S : So, at one point in time, when you decided not to run the business, you left the business, right? S : Refer to question and answer no.14. You say in the beginning of 2021, you didn’t get any income from the business, right? S : Is there a statement of profit & loss by any auditor to show that there was no income from the business awal tahun 2021? J : Auditor, no. S : So, among the reasons, it is you make the decision to sell business, right? S : You made the decision to sell the business because at that point in time the business belongs to you, right? S : So, another reason why you wanted to sell the business because you are unable to get the loan, right? As per your question and answer no. 14. J : No loan and no pendapatan. S : Ya, but you see among the reasons because you are unable to get the bank loan, right? S : So, as a result of your failure to get the loan, you decided to look for an alternative job, right? 19 | P a g e [48] Since this Court has already found under Issue 2 that the alleged second agreement was not a valid or enforceable contract, the Plaintiff’s submissions premised upon that assertion must necessarily fail. The Court must therefore consider the Defendant’s counterclaim on the basis of the first agreement, which has been held to be valid and binding between the parties. [49] From the excerpt of the Plaintiff’s (SP1) own testimony, it is clear that he was aware that upon taking over the business, he was responsible for paying all operating expenses, including utilities and rental, even though he had not personally met the owner of the premises. The Plaintiff admitted that he continued paying the rent from March 2020 up to May 2021, as well as utilities and employees’ salaries, demonstrating that he had assumed full control and responsibility for the business. [50] The evidence further shows that the Plaintiff’s decision to leave the business and seek employment in Singapore was entirely of his own volition. Due to the business’s poor performance, he decided to resell the business with the Defendant’s assistance. This evidence clearly shows that the Plaintiff’s inability to complete the payment was not caused by any act or omission of the Defendant but resulted from his own financial constraints. The decision to discontinue the business and pursue alternative employment was a personal and commercial choice. The Plaintiff must therefore bear the consequences of his own decision and the inherent risks of the business venture. He is, in effect, the author of his own misfortune when the business failed. Accordingly, the unpaid balance of RM70,000.00 remains due and owing to the Defendant. . [51] As regards the Defendant’s claim for rental payments, the evidence does not sufficiently support that the Defendant continued to pay rent to the landlord after May

The only tenancy agreement produced in evidence (pages 16–24, Bundle C, Part B) covers the term from 28 May 2018 to 27 May 2021 between the Defendant and the landlord. There is no supplementary tenancy agreement or renewal document, nor any rent receipts or bank transfers to prove continued rental payments thereafter. In the absence of such evidence, this Court is unable to allow this portion of the counterclaim. 20 | P a g e [52] Accordingly, this Court allows the Defendant’s counterclaim for the sum of RM70,000.00, being the unpaid balance of the purchase price, with interest at 5% per annum from the date of judgment until full settlement. The Defendant’s other reliefs are dismissed for want of proof. Conclusions [53 ] Having appraised the established and entrenched principles of law, the relevant statutory provisions, the testimony of witnesses, the documentary evidence, and the written submissions of both parties, this Court finds, on a balance of probabilities, that the Plaintiff has failed to prove his claim against the Defendant. Conversely, the Defendant has succeeded in proving part of his counterclaim. [54] Accordingly, the Plaintiff’s claim as stated in paragraph 22 of the Statement of Claim is dismissed. The Defendant’s counterclaim is allowed for the sum of RM70,000.00, with interest at the rate of 5% per annum from the date of judgment until full settlement. The Defendant’s other prayers are dismissed for want of proof. The Plaintiff shall pay costs of RM8,000.00 to the Defendant. Dated: 17th October 2025 zarifah ............................................... Sessions Court Judge, Klang Sessions Court,