Rayyan Medical Services Sdn Bhd v Blitz Rewards Sdn Bhd (WA-12ANCvC-186-12/2025)

This is an appeal by the Defendant in the Sessions Court (now the Appellant) against the decision of the learned Sessions Court Judge ("SCJ") dated 4.12.2025 allowing the Respondent's (then Plaintiff's) claim for contractual fees under a Letter of Undertaking/Indemnity ("LOUI") and a Directors' Circular Resolution ("DCR").

The Respondent's case below was straightforward: it acted as introducer and facilitator for the sale of three clinics ("Clinics") beneficially owned by the Appellant to Careclinics Healthcare Services Sdn Bhd ("Careclinics"), and the Appellant agreed to pay 7% of the purchase consideration as a fee, evidenced by the LOUI and DCR. The learned SCJ, after "membaca, menimbang dan mengambilkira keterangan kesemua dokumen, keterangan semua saksi ..." found that the Respondent had proved its contractual entitlement and that the Appellant had failed to prove fraud or forgery.

Before me, the appeal crystallises into two main grounds, as the real controversy:

whether the learned SCJ erred in rejecting the allegation that the LOUI was forged or a sham; and

whether the learned SCJ failed to appreciate that "Perayu dan Syarikat dimiliki Perayu adalah entity yang berbeza" and that this separate legal personality point defeats the Respondent's claim. Salient background

The Appellant was the beneficial owner of the Clinics, namely Klinik Bungaraya (Kg Lindungan), Klinik Bungaraya (Denai Alam) and Klinik Rayyan (Taman Sri Manja). The Respondent's written submission records that: "In 2020, the Defendant secured the Plaintiff's services, where (a) the Plaintiff was to, inter alia, (a)(i) introduce CareClinics Healthcare Services Sdn Bhd ('Careclinics') to the Defendant to purchase the Clinics, and (a)(ii) to help complete the sale and purchase of the Clinics, and (b) in consideration of the Plaintiff's services, the Defendant undertakes to pay a fee of 7% ('Fee') of the full value of the purchase consideration to the Plaintiff ('Agreement')." (Respondent's WS, para [6])

To record this arrangement, an email dated 15.9.2020 ("Email") was sent by one Kamini Rajendran to the Appellant's director, forwarding the LOUI and requesting that a board resolution be prepared. The Email reads, inter alia: "Attached herewith is the Letter of Undertaking/Indemnity for your perusal. Kindly have them signed and also please do prepare a resolution to be adopted by the Board of Directors, approving the company entering into an agreement with Blitz Rewards Sdn Bhd."

On 22.10.2020, the Appellant's directors signed the LOUI (Exh P2) and passed the DCR (Exh P3), both of which were later delivered in an envelope (Exh P1) to the Respondent's office. The Respondent's director (SP1) produced the original LOUI in court and confirmed that it corresponded with the copy in the bundle; the learned SCJ admitted it as Exhibit P2 after comparison with the original.

On 11.11.2021, three Business & Assets Transfer Agreements were executed between Careclinics and the Appellant (or, as the Appellant now stresses, its director personally), confirming the sale of the Clinics for a total consideration of RM5,500,000. The Respondent later confirmed completion of the sale with Careclinics and demanded payment of the 7% fee (RM385,000). The Appellant did not respond to the demand, nor did it raise any allegation of fraud at that stage.

The Respondent then commenced the Sessions Court action on 9.11.2023. After a full trial, the learned SCJ found that the Respondent had proved its contractual claim and rejected the Appellant's allegations of fraud and forgery. Issues on appeal and standard of appellate intervention

The Appellant's Memorandum of Appeal and written submission (Encl. 10) may be distilled into two principal issues:

whether the LOUI is a forged or sham document, including the sub-complaints about: - the Email allegedly having no attachment; - the failure to call Kamini Rajendran; - discrepancies between the draft and signed LOUI; - alleged failure by the Respondent to cross-examine SD1; and - the credibility of SP1; and

whether the learned SCJ failed to appreciate that the clinics were owned by the director personally, not by the Appellant company, such that the Respondent's claim against the company is untenable.

The starting point is the well-settled principle that an appellate court does not lightly interfere with findings of fact, particularly those turning on credibility and the evaluation of oral evidence.

The Respondent correctly cites Ng Hoo Kui & Anor v Wendy Tan Lee Peng & Ors [2020] 12 MLJ 67, where the Federal Court emphasised that an appellate court must identify why the trial judge was "plainly wrong" on key issues before disturbing such findings.

The same theme runs through classic authorities such as Watt v Thomas [1947] AC 484 and Hontestroom v S.S. Sagaporack [1927] AC 37, and has been consistently applied in our courts.

The Appellant itself relies on Wong Swee Chin v PP [1980] 1 MLRA 125 for the rule on failure to cross-examine, but that case also underscores the deference owed to the trial judge's assessment of witnesses.

In short, this Court is not conducting a retrial. It must ask whether the learned SCJ misdirected herself in law, took into account irrelevant matters, failed to consider relevant matters, or reached conclusions that no reasonable judge could reach on the evidence. Ground 1- Alleged forgery or sham LOUI

Burden and standard of proof for fraud/forgery

The allegation that the LOUI is forged or a sham is a serious one. The burden lies squarely on the Appellant, as the party asserting fraud, to prove it on the balance of probabilities, albeit with cogent evidence commensurate with the gravity of the allegation. Section 102(b) of the Evidence Act 1950 is clear: "The execution of the bond is admitted, but B says that it was obtained by fraud, which A denies. If no evidence were given on either side, A would succeed as the bond is not disputed and the fraud is not proved. Therefore the burden of proof is on B." (Respondent's WS, para [24])

The Respondent also cites Inderpal Singh Siminder Singh v MSIG Insurance (M) Bhd [2025] CLJU 1445, where the High Court held; "[90] In this regard I find that the Defendant has failed to discharge its burden of proving fraud. The Plaintiff cannot be expected to prove the absence of fraud, rather, it is the Defendant who must establish fraud to the requisite standard. The evidence presented fails to establish that the Plaintiff's claim is fraudulent."

In the instant appeal, the Appellant admits that its directors signed the LOUI and DCR, but says they were deceived by SP1, who allegedly slipped the LOUI into a stack of documents and misrepresented that the documents were for administrative or SSM purposes.

It further alleges that SP1, as company secretary/accountant, had the opportunity to manufacture false documents. The learned SCJ rejected these allegations. The question is whether that rejection was plainly wrong. Proof of the LOUI as primary documentary evidence

The Respondent proved the LOUI by producing the original in court. The notes of evidence show SP1 comparing the original with the copy in the bundle and confirming they were the same, after which the learned SCJ marked the copy as Exhibit P2. The Respondent's submission records: "The Plaintiff has proven the contents of the LOUI through its original copy (primary evidence)... 'Can you compare this with the original that you bring and confirm they are the same?'- 'Yes, it's same, my lady." (Respondent's WS, para [23])

Sections 61 and 62 of the Evidence Act 1950 recognise that the contents of a document may be proved by primary evidence, i.e. the document itself. There is no legal infirmity in the manner the LOUI was proved. The Appellant's complaint is not about admissibility, but about authenticity and intention.

Against this, the Appellant relies heavily on the "two versions" argument and the law on sham documents, citing Snook v London and West Riding Investments Ltd, Global Globe Property (Melawati) Sdn Bhd v Jangka Prestasi Sdn Bhd [2020] 5 MLRA 140, Yogananthy As Thambaiya v Harta Pusaka Idris Osman [2020] 3 MLRA 393, Mahmood Ooyub v Li Chee Loong [2021] 1 MLRA 609. Those authorities are sound, but they do not assist the Appellant on the facts.

In Snook v London and West Riding Investments Ltd (1967) 2 QB 786, Lord Diplock had occasion to say the following; "As regards the contention of the Respondent that the transactions between himself; Auto Finance and the Appellants were a 'sham', it is, I think necessary to consider what, if any, legal concept is involved in the use of this popular and pejorative word. I apprehend that, if it has anu meaning in law, it rneans acts done or documents executed by the parties to the 'sham' which. are intended to give to third parties or to the court the appearance of creating between the parties legal rights and obligations different from the actual legal rights and obligations (if any) which the parties intend to create..."

A sham is a strictly defined legal concept. It arises only where all parties to the document share a common intention that the written instrument should not operate according to its stated terms. The document is created merely to present an appearance of legal rights or obligations that the parties never truly intended to assume. Without this shared intention to mislead, the law will not characterise the transaction as a sham.

The Appellant's own case is that it was deceived; there is no suggestion of a common design between both parties to disguise a different transaction. On the Appellant's own pleading, this is a case of alleged unilateral fraud, not a sham in the Snook sense. The learned SCJ was therefore entitled to treat the LOUI as a genuine contractual document unless fraud was proved.

In assessing the Appellant's plea that the LOUI and DCR were a sham, the Court finds that the Appellant's own Defence and submissions negate any such characterisation. The Appellant's narrative is one of unilateral deception: it alleges that SP1 "fraudulently deceived" it, that SP1 "mixed the LOUI into a stack of documents", that SP1 procured signatures on the representation that the papers were for "administrative purposes", and that SP1 "manufactured" the LOUI and DCR. The Appellant further states, "In the event I had signed any Letter of Undertaking/Indemnity, it is because my wife and I had been fraudulently deceived by Mogan a/I Subramaniam..."

These assertions amount to a plea of victimhood, not collusion. A sham requires a shared intention by both parties that the document should not operate according to its terms. Here, the Appellant alleges that only SP1 harboured such an intention. Accordingly, even if the Appellant's allegations were accepted (which the SCJ found they were not), the legal characterisation would remain one of unilateral fraud, not a sham.

Why the SCJ was entitled to treat the LOUI as genuine unless fraud was proved is because the Appellant's own case is one of unilateral fraud, the SCJ applied the correct legal test: - A document signed by a company's directors, witnessed, and supported by a DCR is prima facie valid. - The burden lies on the party alleging fraud to prove it (Evidence Act ss.101-103). - Unless fraud is proved, the court must give effect to the document. The Respondent's submission (Encl. 8) captures this succinctly: "The Defendant has utterly failed to discharge its burden of proving its allegations of forgery."

And the SCJ's own finding reinforces this: “Mahkamah mendapati kewujudan Perjanjian Bertulis... Dokumen tersebut mengesahkan peranan Plaintif sebagai 'introducer and arranger'...”

The Appellant places considerable emphasis on the existence of "two versions" of the LOUI, pointing to various differences between the draft and the signed document. Even if every discrepancy were accepted, they do not establish the essential element of a sham, namely a shared intention by both parties to disguise a different transaction.

At most, the differences reflect the ordinary process of editing, updating, or finalising a commercial document. The Respondent's explanation—that the Appellant inserted the purchaser's name and finalised the LOUI was never challenged in cross-examination.

The Defendant's counsel did not cross-examine SP1 to rebut this explanation, and the Defendant is therefore estopped from arguing otherwise. In these circumstances, the mere existence of two versions cannot elevate the Appellant's case into a sham.

The Appellant's own evidence makes it legally impossible to characterise the LOUI as a sham. As this Court had mentioned, a sham requires a common intention shared by all parties that the document should not operate according to its terms. Yet the Appellant's case is the very opposite.

It asserts that it never intended to assume the obligations in the LOUI, that the Respondent did intend those obligations to bind, and that SP1 had tricked the Appellant and his wife into signing.

This narrative is diametrically opposed to the definition in Snook: a sham demands a mutual plan to deceive, not a unilateral allegation of being misled. On the Appellant's own version, it intended nothing because it was deceived, while the Respondent intended everything because it sought to bind the Appellant. That is not a sham. It is a classic plea of unilateral fraud, which carries a wholly different legal burden and consequence. The Email and the "no attachment" complaint

The Appellant's challenge to the Email dated 15.9.2020 rests on the assertion that it was "highly suspect" and that no draft LOUI was ever attached.

However, when the Court examines the actual documentary trail rather than isolated snippets of cross-examination the allegation simply cannot withstand scrutiny. The forwarded email chain tendered as Exhibit P4 clearly displays the attachment field: "Attachments: LOU - Rayyan Medical Services Sdn Bhd.pdf".

This attachment was not a theoretical placeholder; the draft LOUI itself appears in Bundle B4 and was admitted into evidence pursuant to a Section 90A certificate, which expressly permits the admission of computer-generated documents "whether or not the person tendering the same is the maker." The learned SCJ therefore had before her a complete, contemporaneous documentary record showing that the draft LOUI was indeed transmitted to the Appellant.

Courts place greater trust in documents created at the time of the events than in a witness's later recollection. As explained in Tindok Estate Bhd v Tinjar co [19791 1 MLRA 81], a judge should be cautious when a witness's oral testimony conflicts with contemporaneous documents. The safer course is to rely on what the parties actually did and recorded at the material time, rather than what they later claim to remember especially when the witness has a personal interest in the outcome. A story may sound plausible, but plausibility is not the same as truth. Judicial fact-finding requires oral evidence to be tested against the full documentary record and the surrounding circumstances. Where the documents speak clearly, they should not be displaced by uncertain or self-serving recollections.

Against this, the Appellant relies on a few lines of cross-examination where SP1 appeared uncertain about the attachment. Even if such ambiguity existed, the law requires the Court to give primacy to contemporaneous documents over later, possibly imprecise oral recollections.

The learned SCJ was therefore entitled indeed obliged to prefer the objective documentary evidence, supported by a statutory certificate, over the Appellant's attempt to elevate a momentary hesitation in cross-examination into a finding of fabrication. From: Sent: To: Subject: Attachments: Mogan Subramaniam Monday, 28 July, 2025 12:49 PM Rakkshanaa Samasundaram Fwd: Letter of Undertaking - Rayyan Medical Services Sdn Bhd LOU - Rayyan Medical Services Sdn Bhd.pdf CAUTION: This is an external email. Please take care, do not click links or open attachments unless you are sure the content is safe. When in doubt, contact your IT Department. Hi Rakkshanaa, Attach herewith the said email trail for your action. tqj Forwarded message From: Kamini Rajendran Date: Tue, Sep 15, 2020 at 10:33 AM Subject: Letter of Undertaking - Rayyan Medical Services Sdn Bhd To: , Cc: Mogan Subramaniam Dear Dr. Kumar, Attached herewith is the Letter of Undertaking/Indemnity for your perusal. Kindly have them signed and also please do prepare a resolution to be adopted by the Board of Directors, approving the company entering into an agreement with Blitz Rewards Sdn Bhd. Thank you. Kind regards Kamini Rajendran

Thus, referring to the above attachment, the draft LOUI was plainly attached to the Email, as shown at RA2 p.295, and because the attached draft LOUI appears in Bundle B4 (RA2 pp.295-298) and was duly supported by a Section 90A certificate (RA2 pp.299-300), the learned SCJ correctly admitted both the Email and the draft LOUI together as Exhibit P4 (RA1 p.108).

On the totality of the evidence, the Email was properly admitted, the attachment was proven, and the Appellant's complaint collapses under the weight of the contemporaneous record. Failure to call Kamini Rajendran

The Appellant contends that an adverse inference should be drawn because the Respondent did not call Kamini, the sender of the Email. The Respondent's answer is that there was no necessity to call her once the Email and draft LOUI were admitted under Section 90A. Section 90A(1) is explicit: "... a document produced by a computer, or a statement contained in such document, shall be admissible as evidence of any fact stated therein ... whether or not the person tendering the same is the maker of such document or statement."

In light of this statutory wording, the learned SCJ cannot be faulted for declining to draw an adverse inference. The Email and draft LOUI were already before the court as admissible documentary evidence. Kamini's oral testimony would have been, at best, confirmatory. The Appellant has not shown how her absence caused any real prejudice or undermined the reliability of the documents. Discrepancies between draft and signed LOUI

The Appellant devotes substantial energy to cataloguing differences between the draft LOUI (Exh P4) and the signed LOUI (Exh P2): the presence or absence of dates, the insertion of the purchaser's name, the company registration number, minor textual and formatting variations, and so on.

In the instant case, the draft was sent by email; the Appellant reviewed it, inserted the purchaser's name and other details, and then signed the final version. SP1's cross-examination records: 9PDRight. So it only stands for reason that the purchaser had inserted the name of ... sorry. The defendant had inserted the name of the purchaser. Correct?1112SP1Yes.

Crucially, the Appellant's counsel did not challenge this explanation in cross-examination. The governing principle is well established. Where a party elects not to challenge a witness on a material aspect of that witness's evidence, the court is entitled to treat that evidence as having been accepted.

Cross-examination is the proper and essential mechanism through which a party tests, disputes, or undermines a factual assertion. If counsel refrains from putting a challenge on a crucial point, the law presumes that the point is not genuinely contested.

This is not a mere technicality but a rule grounded in fairness and the orderly administration of justice: a witness must be given the opportunity to answer any allegation that seeks to contradict or discredit his testimony. Where no such challenge is made, the court is justified in proceeding on the basis that the unchallenged evidence stands.

In Aik Ming (M) Sdn Bhd v Chang Ching Chuen & Ors. & Anor. Case 546 [1995] 1 MLRA 546, Gopal Sri Ram JCA (as he then was) observed; "[56] It is essential that a party's case be expressly put to his opponent's material witnesses when they are under cross examination. A failure in this respect may be treated as an abandonment of the pleaded case and if a party, in the absence of valid reasons, refrains front doing so, then he is barred from raising it in argument. It is quite wrong to think that this rule is confined to the trial of criminal causes. It applies with equal force in the trial of civil causes as well "

Upon perusing the notes of evidence, the evidence adduced by SD1 and the documentary exhibits, I find that the LOUI was sent to SD1 by email, he plainly had ample time to review it at his own pace before signing. This significantly weakens his narrative of being rushed, confused or misled.

On the balance of probabilities, it is far more likely that SD1 made a free, deliberate, and informed decision to sign the LOUI because:

he had the time and opportunity to study the document in advance, and

the LOUI accurately reflected the agreement that had been reached between the parties.

Moreover, the Defendant's allegation of fraud rests entirely on the testimony of SD1. Yet his evidence does not withstand scrutiny. His answers during cross-examination reveal a witness prepared to shift positions whenever convenient, offering assertions that were unsupported by particulars and often inconsistent with the contemporaneous documents.

This pattern of evasiveness and self-serving adjustments further undermines the credibility of his claim and reinforces the learned SCJ's conclusion that the allegation of fraud was wholly unproven.

This can be found in the following evidence: 5PPSo I put it to you that you knew what you were signing when you sign this letter of undertaking/indemnity?7SD1I have been given few documents to sign 8PPWhat are the few documents?9SD1There are so many documents.10PPWhat are the “so many documents”?11SD1I can't remember.12PPWhen was it?13SD1I don't know.14PPWhere was it.15SD1I don't know.16PPWho else was there?17SD1I don't know.18PPWhat year is this?19SD1Can't remember.20PPYou can't remember all that. But the only thing you remember is you didn't sign this or you signed it under fraud?211SD1(inaudible 01:01:37)2PPSo the only thing you remember is you signed this under fraud?3SD1Yes.

The above evidence clearly showed SD1 began with "a few documents", then retreated to "so many documents" when challenged, yet could not name even one. What remained was a bare, unparticularised allegation of fraud, incapable of supporting the serious accusation he advanced a claim that, when tested, dissolved like mist under the light of scrutiny.

When (a) SD1's bare, unsupported allegation of fraud is contrasted with (b) the Plaintiff's chain of contemporaneous documents the email forwarding the LOUI and DCR, the executed LOUI, the executed DCR, and the envelope returning both the evidential gulf is unmistakable.

The Plaintiff's case stands on documentary footing; the Defendant's on shifting sand. In these circumstances, the learned SCJ was plainly correct to conclude that the Defendants signed the LOUI and DCR because those documents faithfully recorded the agreement the parties had reached.

The allegations by SD1 that SP1 had defrauded SD1 into signing the LOUI and DCR and also had allegedly exploited his (SP1) status as the Defendant's company secretary to commit the fraud cannot stand.

It is inherently improbable from the evidence adduced by SD1, that a careful and intelligent man like SD1 would (a) allow himself to be rushed into signing the LOUI and DCR without first understanding them, or (b) genuinely believe that they were required merely for administrative purposes.

This improbability is amplified by SD1's own testimony: he accepted:

that he knows the importance of understanding and complying with his duties, and

that he must act in the Defendant's best interests and guard against being misled into signing documents that could expose the Defendant to financial or proprietary loss.

Thus, his narrative of being hurried or deceived sits uneasily with these admissions it is a version built on foundations too weak to bear the weight of the allegation he seeks to advance.

The most damaging blow to SD1's credibility arises from the simple, in controverted chronology. When the Plaintiff (a) forwarded the LOUI to the Defendant and (b) requested the return of the DCR via email on 15.9.2020, SP1 was not even the Defendant's company secretary. He had no role whatsoever at that time.

In fact, SP1 was only appointed nearly a year later, on 17.8.2021, as confirmed by the SSM search [RA2, p.288]. This timeline fatally undermines the Defendant's narrative and exposes SD1's account as one that cannot be reconciled with the contemporaneous records.

As such, the Defendant's claim that SP1 has exploited his status as the Defendant's secretary to defraud the Defendant has no merit - SP1 plainly was not the Defendant's secretary at that material time.

In fact, when the Defendant received the email [Exh P4, RA2, pg.295] on 15.9.2020 and signed the LOUI and DCR on 22.10.2020 the Defendant's secretary was Audrena binti Sany Albert. See:SSM search [RA2, pg.289]

There was no police report being lodged and/or tendered by the Defendant if fraud was truly committed. Thus, failing to do so, I do agree with the decision of the learned SCJ was not plainly wrong or perverse in rejecting the Defendant's allegations of forgery of the LOUI.

This is consistent with case laws, Alliance Bank Malaysia Berhad v LBH Engineering Sdn Bhd [2022] 1 LNS 2006 [18] Innumerable case law authorities established the importance of a police report to be made and produced where allegations of fraud, forgery, cheating and the like are concerned, including Floral Trends Ltd. v. Li Onn Floral Enterprise (M) Sdn. Bhd [2006] 6 CLJ 525 and Paldraman a/l Palaniappan & 2 Ors. v. Lacheme a/p Sanganayar [1992] 4 CLJ 1870; [1992] 3 CLJ (Rep) 188 which held that without a police report, the allegation of forgery must be construed as a bare allegation. Abdul Malik Ishak J in the case of Floral Trends quoted Mahadev Shankar J in Paldraman and held that:

Alleged failure to cross-examine SD1

The Appellant argues that the Respondent failed to cross-examine SD1 on crucial parts of his witness statement, particularly his allegation that he and his wife were deceived into signing the LOUI and DCR, and that the LOUI is a sham. On that basis, the Appellant says SD1's evidence must be taken as accepted. See: Wong Swee Chin, Chua Beow Huat v PP [1968] 1 MLRH 239.

The Defendant's complaint that the Plaintiff failed to cross-examine SD1 on the matters raised in Q&A 4 (R2, page 340, para 17) is wholly without merit.

The record demonstrates that the learned SCJ correctly rejected this submission because the Plaintiff did, in fact, cross-examine SD1 on every material aspect of that evidence.

Q&A 4 contained two assertions: first, that SD1 was the sole owner of the Clinics; and second, that he and his wife were allegedly deceived into signing the LOUI. The Plaintiff directly challenged the first assertion confronting SD1 with the documentary inconsistencies between his claim of personal ownership and the corporate documentation executed in the name of the Defendant.

The second assertion the bare allegation of fraud was tested extensively. The Plaintiff pressed SD1 on his claim that the LOUI had been hidden within a stack of documents, challenged him with the fact that the draft LOUI had been emailed to him rather than concealed physically, and confronted him with the improbability of his professed ignorance of what he was signing.

The Plaintiff further challenged SD1's allegation of fraud by demonstrating that it was nothing more than a bare assertion unsupported by any factual particulars.

The Plaintiff also pressed SD1 on the inherent inconsistency in his narrative: despite alleging a serious act of deception by SP1, he took no steps to report the matter to the authorities a point explored at RA1, pages 230 line 4 to 231 line 7.

Equally telling was his continued decision to retain SP1 as the company secretary even after the alleged misconduct. This conduct sits uneasily with his claim of having been defrauded and further erodes the credibility of his account.

These exchanges show a sustained and targeted cross-examination on the very points the Defendant now alleges were ignored. The Defendant's sub-ground therefore collapses in the face of the contemporaneous record, and the learned SCJ was plainly entitled to reject it.

Based on the above evidences, the learned SCJ was entitled to conclude that SD1's allegation of being rushed into signing a stack of documents, without knowing what they were, was vague, unparticularised and inherently improbable—especially given his own admission that, as a director, he understood his duty to act in the company's best interests and to be careful not to be defrauded into signing documents that may cost the company money or assets

In this context, even if some parts of SD1's witness statement were not put to him line-by-line, the learned SCJ was not bound to accept his version wholesale. The court is entitled indeed required to test oral testimony against contemporaneous documents and the inherent probabilities. That is precisely what the learned SCJ did, in line with Tindok Besar Estate (supra).

In truth, from the perusal of the notes of evidence and as submitted by the Plaintiff's counsel, it was SD1 who emerged as an unreliable and wholly unsatisfactory witness. His evidence was marked by blatant shifts between mutually inconsistent positions, adopting whichever version he believed might assist his case at that moment even when doing so meant contradicting his own counsel or abandoning earlier assertions.

Such fluidity in testimony, unanchored to any coherent factual foundation, significantly undermines his credibility and reinforces the learned SCJ's conclusion that his allegations of fraud cannot be safely accepted.

This can be demonstrated from few evidence as adduced below: 15PDPuan our defense is that the we have not actually said look we never signed these documents. Our defense has always been we have17signed these documents under misrepresentation. So that is why we put it in part C. So now if we mark it as a exhibit.1819MahPart C (inaudible 45:40).20SD1(inaudible 45:45) He didn't ask me whether I signed it or not. He asked me whether there is a seal or not although I didn't sign it.2122PPMy Lady, it appears that my learned friend and his client doesn't know what their case is. But from the record it is clear that the witness23

A clear illustration of SD1's unreliability emerges from his shifting account regarding the Email. His position evolved repeatedly during the course of cross-examination — moving from an assertion that he "didn't receive" the Email, to claiming he "didn't see" it, and finally to saying he "didn't open" it — as reflected at RA1, pages 237 to 238. This pattern of fluid, self-serving adjustments underscores the instability of his evidence and reinforces the learned SCJ's finding that his testimony could not be safely relied upon. 11PPDid you receive or did you not receive?12SD1No, I didn't receive.13PPThat's your answer, you're not changing your answer?14SD1No, not changing.15PPSo it's not that you don't remember receiving it, but your answer is you didn't received?17SD1I don't get.18PPSo you answer, you are saying, you are not saying that you don't remember receiving, you're saying affirmatively you did not receive this email?2021SD1I didn't see it.1PPNo, no, you said you did not receive it?2SD1I didn't open it.

On the question of whether SD1 had in fact signed Exhibit P2, his evidence was anything but consistent. His testimonies shifted markedly at different points of the trial, reflecting a pattern of evasiveness rather than a coherent or reliable account.

Beyond that, the Plaintiff's case was not carried by SP1's testimony alone; it was firmly anchored in contemporaneous documentary evidence that corroborated his account at every material point.

In stark contrast, the Defendant's allegation of fraud stood unsupported by a single document and rested entirely on the shifting and uncorroborated testimony of SD1. The absence of any documentary foundation for such a serious allegation further underscores the fragility of the Defendant's case. 20SD1(inaudible 45:45) He didn't ask me whether I signed it or not. He asked me whether there is a seal or not although I didn't sign it. RA1, pg.22112PPI believe witness can answer for himself. I can clarify my question. So you signed and you confirmed that you signed it. So you know that13 14you signed it that's why you confirmed it, correct? So, you know you signed it, correct?1516SD1I can't remember.17PPSo this ringkasan kes, are you saying that you stated you signed even though you cannot remember?1819SD1Yes.20PPSo at paragraph 2 ringkasan kes it says Dato Rayyan telah menandarangani Surat Akujanji/Indemniti' but now your answer is, you don't know if you signed, you don't remember if you signed.2223SD1Yes.RA1, pg.224

I therefore reject the contention that the Respondent's alleged failure to cross-examine SD1 on every pleaded allegation compels this Court to accept his evidence as true. The trial judge's evaluation of his credibility was open to her on the record. Ground 2- "Separate legal entity" and ownership of the Clinics

The Appellant's second principal contention is that the Clinics were personally owned by its director, Muhammad Rayyan, as sole proprietor, and that the Business and Assets Transfer Agreements, together with the purchase consideration, were executed in his personal name and paid into his personal account.

On that basis, the Appellant argues that any introducer fee, if payable at all, is a liability of the director personally and not of the Appellant company. This position is captured succinctly in the Appellant's written submission: "The three clinics are fully owned by Muhammad Rayyan Bin Abdullah as the sole proprietor owner. The Appellant only operates the clinics."

The Appellant further submits that the Respondent's claim is "untenable" and "estopped" by the doctrine of separate legal personality, and that any relief would offend Section 24 of the Contracts Act 1950 and the maxim ex turpi causa non oritur actio.

The Respondent's answer is twofold. First, on the facts, the learned SCJ found that the Appellant was the beneficial owner of the Clinics and that the LOUI and DCR accurately reflected the parties' agreement that the Appellant would pay the 7% introducer fee. Second, procedurally, the "separate entity" argument was never a live issue at trial and is now raised for the first time on appeal without any proper evidential foundation.

Having examined the pleadings and the notes of evidence, I agree with the Respondent that this "separate entity" point is, at best, an afterthought. The Defence below did not plead that the Respondent had contracted with the wrong party, nor did it assert that the LOUI was void due to any misdescription of the vendor. Instead, the Defence was anchored almost entirely on allegations of fraud, misrepresentation, and sham.

More importantly, the LOUI itself constitutes a clear and unequivocal contractual undertaking by the Appellant company to pay the Respondent 7% of the "full value of the purchase consideration" for the sale of the Clinics.

The Appellant does not dispute that its directors signed both the LOUI and the DCR approving the arrangement. Whatever internal structuring or tax considerations led to the sale agreements being executed in the director's personal name does not, without more, absolve the company from the contractual obligation it voluntarily assumed.

The doctrine of separate legal personality cannot be wielded as a sword to defeat a contract freely entered into by the company. It exists to shield shareholders and directors from personal liability, not to enable a company to evade obligations it has expressly undertaken.

The Appellant's reliance on ex turpi causa and Section 24 of the Contracts Act 1950 is equally misplaced. There is no evidence that the LOUI was executed for an unlawful purpose or to perpetrate a fraud on third parties.

The Respondent's role as introducer and facilitator of a legitimate business transaction is not inherently illegal. The mere fact that the sale agreements were executed in the director's personal name does not, without more, render the introducer's fee agreement unlawful or contrary to public policy.

In the absence of clear pleadings and cogent evidence that the LOUI was a device to conceal an illegal transaction, the learned SCJ was entitled to enforce it according to its terms. The Appellant has not demonstrated any error of law or principle that would justify appellate intervention. Closing note

This dispute, at its core, arises from a commercial relationship that began in trust and ended in recrimination. The documentary record shows that the parties once shared a common objective—to complete the sale of the Clinics on agreed terms, including the introducer's fee. Litigation has since reframed that history through the lens of fraud and sham.

Courts are often asked to choose between memory and paper. Here, the paper speaks with greater clarity and consistency. In giving effect to the written commitments the parties themselves created, this Court does no more than hold each to the bargain they chose to record. Overall evaluation and conclusion

Stepping back, this appeal is, in substance, an invitation to re-try the case and to prefer the Appellant's narrative over the learned SCJ's evaluation of the evidence. That is not the function of an appellate court.

On Ground 1, the allegation of forgery or sham is not supported by cogent evidence. The LOUI was proved by primary evidence; the Email and draft LOUI were properly admitted under Section 90A; the differences between draft and final versions are consistent with ordinary drafting; and the learned SCJ was entitled to prefer the contemporaneous documents over SD1's vague and self-serving testimony.

On Ground 2, the "separate entity" argument does not undermine the Respondent's contractual claim. The Appellant company, through its directors, expressly undertook to pay the 7% fee. It cannot now rely on the internal allocation of ownership or receipt of the purchase price to escape that obligation.

I am satisfied that the learned SCJ applied the correct legal principles, considered the relevant evidence, and reached conclusions that were plainly open to her. No misdirection or perversity has been shown.

For the reasons above, I make the following orders:

The appeal is dismissed.

The judgment of the Sessions Court dated 4.12.2025 in WA-BS2NCvC-510-11/2023 is affirmed in full.

Costs of RM7,000.00 are awarded to the Respondent. I hereby order so. Date: 19.06.2026 PARTIES For the Appellant: Solicitor: Mugunthan A/L Vadiveloo Messrs Mugu & Sufyan & Co B-2-13, Viva, Jalan Ipoh, 51200 Kuala Lumpur For the Respondent: Solicitor: Vinayak Sri Ram Messrs Rosli Dahlan Saravana Partnership Level 16, Menara 1 Dutamas Solaris Dutamas No.1, Jalan Dutamas 1 50480 Kuala Lumpur