SAVILLS (MALAYSIA) SDN. BHD. v Dato Jeyaraj A/l V. Ratnaswamy (WA-22NCC-350-06/2025)

The 1st Defendant (“D1”) filed a notice of application dated 18.11.2025 in Enclosure 62 to strike out the Plaintiff’s (“P”) claim against him in his personal capacity. And for the statement of claim (“SOC”) to be amended to reflect that D1 is sued solely in his representative capacity as the District Grand Master of the 2nd Defendant.

D1’s striking out application is made under Order 18 rule 19 (1) (a) and (d) of the Rules of Court 2012 (“ROC 2012”).

On 29.1.2026, I allowed D1’s striking out application in Enclosure 62. Here are my reasons. Background facts

P is a licensed estate agent registered under the Board of Valuers, Appraisers and Estate Agents in Malaysia.

The 2nd Defendant is a society registered under the Societies Act

D1 served as the District Grand Master of the 2nd Defendant at the material time,.

P was engaged as a marketing agent to sell a piece of property known as the Read Masonic Centre (“property”). The property is owned by the 2nd Defendant.

On 4.6.2025, P filed this suit against the Defendants. The pleaded causes of action are conspiracy, unjust enrichment and bad faith.

Through this action, P seeks agreed commission or, in the alternative, estate agency fees as prescribed by the Board of Valuers, Appraisers and Estate Agents in Malaysia, purportedly arising from the sale of the property. The law on striking out

The law pertaining to striking out of a party’s pleading under Order 18 rule 19 of the ROC 2012 is settled. It is only in a plain and obvious case that recourse should be had to the summary process under this rule. This summary procedure should only be adopted when it can be clearly seen that a claim is on the face of it obviously unsustainable. It cannot be exercised by a minute examination of the documents and facts of the case, in order to see whether the party has a cause of action. (See the Supreme Court decision in Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 2 AMR 1969; [1993] 4 CLJ 7; [1993] 3 MLJ 36).

The court must be satisfied that there is no reasonable cause of action or that the claim is frivolous or vexatious. The court is not concerned at this stage with the merits of the claim. So long as the pleadings disclose some cause of action or raise some questions fit to be decided by the judge, the mere fact that the case is weak and not likely to succeed at the trial is no ground for the pleadings to be struck out.

In Raja Zainal Abidin bin Raja Haji Tachik & 3 Ors v British - American Life & General Insurance Bhd [1993] 3 CLJ 606 at 612, the Supreme Court remarked that the lower court should have scrutinized the evidence in order to decide whether the action was bound to fail. The Supreme Court said that an action can be summarily disposed if there is an absence of conflict of material evidence or of conflict of affidavits on material points. So that seemingly triable or difficult issues could be readily decided in such a way as to lead to the conclusion that the action was bound to fail.

In a suit involving complex questions of law but where the essential facts are not in dispute, the complexity of the questions of law should not be a reason for refusing relief under Order 18 rule 19 of the ROC 2012. If satisfied that the questions of law are unarguable, the court is not prevented from granting summary relief merely because “the question of law is at first blush of some complexity and therefore takes a little longer to understand”. (See the Court of Appeal decision in Khairy Jamaluddin v Dato’ Seri Anwar bin Ibrahim [2013] 4 MLJ 173 at 182).

Applying these legal principles, I find that P’s claim against D1 in his personal capacity is obviously unsustainable. P’s action against D1 in his personal capacity has no chance of success. Hence, this is a plain and obvious case for striking out.

At the outset, the SOC is inconsistent as to the capacity in which D1 is sued. While the intitulement of the SOC purports to sue D1 both in his personal capacity and in his capacity as the District Grand Master of the 2nd Defendant, paragraph 3 of the SOC expressly pleads that D1 is sued in his capacity as the District Grand Master of the 2nd Defendant.

On the face of the SOC, P’s pleading discloses no pleaded facts and raises no question of law capable of sustaining any claim against D1 in his personal capacity. There are no averments which would justify the imposition of personal liability or warrant determination at full trial. A perusal of the SOC discloses no allegation of wrongdoing made against D1 in his personal capacity. All matters pleaded against D1 concern acts undertaken in the course of or pursuant to his official duties as the District Grand Master of the 2nd Defendant. There are no pleaded facts capable of sustaining personal liability against D1.

In the circumstances, P’s claim against D1 in his personal capacity is legally unsustainable and constitutes a plain and obvious case for striking out. Here is my explanation. The Plaintiff’s claim discloses no reasonable cause of action against the 1st Defendant in his personal capacity

In determining whether a pleading discloses a reasonable cause of action, the court must confine its enquiry to the four corners of the pleading. It is expressly provided under Order 18 rule 19 (2) of the ROC 2012 that “no evidence shall be admissible” in an application made under sub - paragraph (1) (a) of Order 18 rule 19 of the ROC 2012.

In See Thong & Anor v Saw Beng Chong [2013] 3 MLJ 235 at 242, the Court of Appeal held that the test to be applied under sub - paragraph

(a) of Order 18 rule 19 of the ROC 2012 is whether “on the face of the statement of claim, the court is prepared to conclude that the cause of action is obviously unsustainable”. The court has to “just look at the statement of claim” to decide whether a reasonable cause of action is disclosed.

In the present case, it is apparent that P’s claim against D1 in his personal capacity discloses no reasonable cause of action. A perusal of the SOC, and P’s Reply to the 1st, the 2nd and the 3rd Defendants’ Defence (“Reply”), reveals no pleaded allegation of wrongdoing against D1 in his personal capacity. All matters complained of are pleaded as acts undertaken in the course of, and pursuant to, D1’s official duties as the District Grand Master of the 2nd Defendant. Such pleaded acts are incapable of founding personal liability.

In resisting D1’s striking out application, P contends as follows :

That, as pleaded in paragraph 3 of the Reply, this action is brought against D1 both in his personal capacity and in his official capacity as the District Grand Master of the 2nd Defendant.

(ii) That there arise substantive questions of law to be determined against D1 in his personal capacity, independent of his official capacity as the District Grand Master of the 2nd Defendant.

(iii) That P’s claim against D1 is justified on the basis that D1 held and exercised key legal interests in respect of the property and was the direct counterparty in the contractual arrangements with P. In particular :

D1 is the registered proprietor of the property; and

D1 personally appointed P as the exclusive agent for the sale of the property by executing the agency agreement, which purportedly established a direct contractual relationship between P and D1.

(iv) That D1, acting with “presumably” mala fide intent and “commercial immorality”, personally frustrated the sale of the property by increasing the indicative purchase price to RM 66 million after receipt of what P deemed to be a satisfactory offer of RM 51 million from Parkland Central.

That D1 unilaterally terminated P’s appointment on 8.10.2024, without prior notice, justification or warning, while contemporaneously misleading P into believing that its agency remained subsisting, thereby inducing P to continue acting to its detriment.

(vi) That D1 personally instructed the 3rd Defendant to liaise with P in relation to a purported commission - sharing arrangement involving the 4th Defendant. And that pursuant to such instruction, the 3rd Defendant sought “rewards from the deal”, thereby implicating D1 in a personal arrangement intended to deprive P of its rightful fees under the agency agreement.

(vii) That D1 was complicit in an understanding or arrangement with the other Defendants to deprive P of its contractual entitlement and to secure personal benefit.

In respect of allegation (i) above, notwithstanding the intitulement of the SOC, paragraph 3 of the SOC expressly pleads that D1 is sued in his capacity as the District Grand Master of the 2nd Defendant. As alluded to earlier, a perusal of the SOC reveals no allegation of wrongdoing against D1 in his personal capacity. All matters pleaded against him concern acts undertaken in the course of or pursuant to his official duties as the District Grand Master of the 2nd Defendant.

To the extent that P relies on paragraph 3 of the Reply to support its claim against D1 in his personal capacity, such reliance is misconceived and, in any event, an afterthought. The said paragraph merely avers, for the first time, that the claim against D1 is brought both in his personal capacity and his capacity as the District Grand Master of the 2nd Defendant, without pleading any new material facts capable of sustaining a cause of action against D1 personally. In particular, the Reply does not allege any acts undertaken by D1 other than in his official capacity. Nor does it cure the pleaded deficiencies in the SOC by introducing facts capable of converting acts undertaken in his official capacity into personal wrongdoings giving rise to personal liability.

In respect of allegation (ii) above, P’s assertion that there arise substantive questions of law to be determined against D1 in his personal capacity is unsupported by the pleadings. Neither the SOC nor the Reply pleads any material facts capable of sustaining a cause of action against D1 personally. In particular, no facts are pleaded which disclose acts undertaken by D1 other than in his official capacity as the District Grand Master of the 2nd Defendant. In fact, P’s reliance on paragraph 3 of the Reply to assert personal liability only underscores this fatal deficiency, as it demonstrates that no such cause of action was pleaded from the outset in the SOC.

Further, P’s assertion that the alleged questions of law will be “addressed at the hearing” of the striking out application merely confirms the absence of any pleaded material facts capable of supporting a personal capacity claim against D1. A reasonable cause of action must be disclosed on the face of the pleadings, and cannot be supplied by submissions or deferred to oral argument. The failure to plead any facts in either the SOC or the Reply identifying acts undertaken by D1 in his personal capacity reinforces that no such cause of action exists, rendering the claim against D1 personally plainly unsustainable.

In respect of allegation (iii) above :

The registered proprietor of the property is, and at all material times was, the 2nd Defendant. D1 was never the registered proprietor or beneficial owner of the property. P has neither pleaded nor exhibited any document suggesting otherwise. The land search of the property confirms that the 2nd Defendant is the registered proprietor.

Accordingly, P’s allegation that D1 held a proprietary or beneficial interest in the property is baseless. This is particularly so given that P was the 2nd Defendant’s former real estate agent for the sale of the property, and would necessarily have been aware of the true ownership position. The reliance placed on this contention is therefore contrived and incapable of disclosing a reasonable cause of action against D1 in his personal capacity.

Further, the contention that D1 personally appointed P in respect of the sale of the property is untrue. The appointment of P was made by the 2nd Defendant. D1 executed the agency agreement dated 27.1.2022 solely in his capacity as the then District Grand Master of the 2nd Defendant, and not in his personal capacity. This is evident from the execution page of the agency agreement, which expressly records execution in that official capacity and bears the 2nd Defendant’s common seal.

In the premises, D1 was not a party to the agency agreement in his personal capacity. He is not privy to the contractual relationship between the 2nd Defendant and P. The doctrine of privity of contract is clear. A person who is not a party to a contract cannot be sued under it in his personal capacity, nor have his rights diminished by that contract.

In Ong Thean Chye & Ors v Tiew Choy Chai & Anor [2011] 4 MLJ 616 at 625, the Court of Appeal held that where individuals did not contract in their personal capacity, there was no privity of contract and, consequently, no cause of action against them personally. The Court of Appeal further held that claims brought against such individuals are “obviously frivolous”.

Applying the principle in Ong Thean Chye (supra), any allegation that D1 is personally liable in respect of the agency agreement is unsustainable in law. P has neither pleaded nor produced any agreement, representation or undertaking made by D1 in his personal capacity. P’s attempt to found personal liability on a contract to which D1 was not privy plainly discloses no reasonable cause of action and is a circumvention of the doctrine of privity of contract.

In addition, P’s own contemporaneous conduct is inconsistent with its belated allegation that D1 personally appointed it. At all material times, P’s correspondences in relation to the agency agreement, including its requests for extensions of time and matters arising therefrom, were addressed to the 2nd Defendant and not to D1 in his personal capacity. This contemporaneous treatment of the 2nd Defendant as the contracting party is inconsistent with P’s present attempt to attribute personal contractual liability to D1 and further underscores the absence of any privity of contract between P and D1 personally.

In response to allegation (iv) above, the contention that D1 personally frustrated the sale of the property by increasing the indicative purchase price to RM 66 million, allegedly acting with mala fide intent or “commercial immorality”, is baseless. D1 did not act to undermine P, or to deprive P of any entitlement, or to secure any personal benefit. In particular, at no time did D1 take any step to manipulate the pricing or disposal of the property with the aim of avoiding or defeating any alleged entitlement claimed by

The increase in the indicative purchase price of the property to a sum exceeding RM 60 million arose from the decision of the 2nd Defendant to, on its own, remove the restrictive clause on the title of the property (which stated that the land upon which the property was built was for institutional use only). This was expressly communicated by D1 to P’s Managing Director.

In any event, the decision whether to accept Parkland Central’s bid for the property in the sum of RM 51 million was a decision for the 2nd Defendant and, in particular, the Read Masonic Hall Board of the 2nd Defendant. There was no obligation on the 2nd Defendant, under the agency agreement or otherwise, to accept a particular bid on the basis that P considered the same to be satisfactory.

In respect of allegation (v) above, the contention that D1 unilaterally terminated P’s appointment by way of the letter dated 8.10.2024 is untenable. The said letter was issued by the 2nd Defendant to P, and not by D1 personally. Further, the letter merely stated that, following the period of P’s mutually agreed extended appointment, P’s appointment had expired or come to an end.

The 2nd Defendant agreed to only one extension of the agency agreement, as reflected in the letters exchanged between P and the 2nd Defendant dated 15.6.2022 and 17.6.2022 respectively. Thereafter, and in the absence of any further agreement, the agency agreement expired on 26.11.2023. The 2nd Defendant did not consent to any further extension of the agency agreement requested by P’s director.

In specific response to the contention that the purported termination was without prior notice, justification or warning, under the terms of the agency agreement, the 2nd Defendant was not obliged to provide P with prior notice, justification or any warning whatsoever upon termination of the same.

In respect of allegation (vi) above :

The contention that D1 was involved in, had knowledge of, or played any role in any discussion or suggestion relating to commission, reward or personal benefit allegedly expressed by the 3rd Defendant is denied. Any remarks made by the 3rd Defendant in his communication with P were made by him in his personal capacity, and without the instruction, authority or involvement of D1.

D1’s involvement was limited to indicating that P should liaise directly with the 4th Defendant in relation to its interest in the property. D1 was not a party to, nor did he participate in, the WhatsApp exchange relied upon by P. D1 did not sanction, authorise or derive any personal benefit from any expectation of reward expressed therein.

Further, the 3rd Defendant is himself a named party to these proceedings in respect of the matters complained of. In those circumstances, P’s attempt to attribute the 3rd Defendant’s personal remarks or conduct to D1 is inconsistent with its own pleaded case, and is unsupported by any pleaded facts linking the 3rd Defendant’s actions to D1.

The aforesaid contention, therefore, discloses no material facts capable of sustaining any claim of personal wrongdoing against D1. It amounts to mere assertion and speculation, which cannot found a reasonable cause of action.

In respect of allegation (vii) above :

It is denied that D1 personally benefitted from any work undertaken by P, or acted to exclude P for any improper purpose. The SOC does not plead any material facts establishing any agreement, concerted action or unlawful means involving D1 personally. The acts relied upon by P are pleaded only as acts undertaken by D1 in his official capacity as the District Grand Master of the 2nd Defendant, and in the course of collective decision - making by the Read Masonic Hall Board of the 2nd Defendant.

Decisions relating to the disposal of the property were not made by D1 unilaterally, but were considered through formal governance structures of the 2nd Defendant. In particular, such matters were considered by the property development sub - committee, which was constituted to advise the 2nd Defendant and the Read Masonic Hall Board on the same.

Further, under the express terms of the agency agreement, P’s entitlement to any agency fees was conditional upon the execution of a sale and purchase agreement becoming unconditional or the 2nd Defendant having received 10 % of the final purchase price from the purchaser, neither of which have occurred. P’s attempt to characterise decisions of the 2nd Defendant and commercial outcomes as a personal conspiracy on the part of D1 is unsupported by the pleaded facts and devoid of merit.

For the foregoing reasons, and confining the evaluation strictly to the pleadings as required under Order 18 rule 19 (2) of the ROC 2012, it is plain that the SOC discloses no reasonable cause of action against D1 in his personal capacity. The allegations advanced are unsupported by pleaded material facts, rests impermissibly on acts undertaken in an official or collective capacity, and seek to impose personal liability in the absence of privity of contract or any pleaded personal wrongdoing.

The claim against D1 in his personal capacity is therefore obviously unsustainable and ought to be struck out. To permit the claim to proceed in such circumstances would be contrary to the settled principles governing Order 18 rule 19 of the ROC 2012 and would undermine the purpose of the court’s summary jurisdiction. The Plaintiff’s claim against the 1st Defendant in his personal capacity is an abuse of the process of the court

Sub - paragraph (1) (d) of Order 18 rule 19 of the ROC 2012 empowers the court to strike out a pleading that constitutes an abuse of the process of the court. In See Thong (supra), the Court of Appeal stated that the aforesaid limb is directed at cases where the process of the court is utilised for an improper or collateral purpose, and not for the legitimate pursuit of justice.

In Gabriel Peters & Partners (suing as a firm) v Wee Chong Jin [1997] 3 SLR (R) 649 at 659, the Singapore Court of Appeal held : “22. The term “abuse of the process of the Court”, in Order 18 rule 19 (1) (d) has been given a wide interpretation by the courts. It includes considerations of public policy and the interests of justice. This term signifies that the process of the court must be used bona fide and properly and must not be abused. The court will prevent the improper use of its machinery. It will prevent the judicial process from being used as a means of vexation and oppression in the process of litigation. The categories of conduct rendering a claim frivolous, vexatious or an abuse of process are not closed and will depend on all relevant circumstances of the case. A type of conduct which has been judicially acknowledged as an abuse of process is the bringing of an action for a collateral purpose … if an action was not brought bona fide for the purpose of obtaining relief but for some other ulterior or collateral purpose, it might be struck out as an abuse of process of the court.”

In the present case, P has named D1 in his personal capacity, notwithstanding the absence of any pleaded material facts capable of sustaining a claim against him in his personal capacity. As discussed earlier, all acts complained of are pleaded as acts undertaken in an official or collective capacity. The SOC discloses no personal wrongdoing whatsoever.

In Gabriel Peters (supra), the Singapore Court of Appeal recognised that the commencement or maintenance of proceedings for a collateral or improper purpose - including where a party is sued without any legitimate basis - constitutes an abuse of the process of the court. P’s claim against D1 in his personal capacity fails squarely within this category.

The defects identified earlier demonstrate that P’s claim against D1 in his personal capacity is not brought bona fide to vindicate any legitimate right. But rather to exert pressure by naming him personally, despite the absence of any reasonable cause of action. Such conduct is oppressive and vexatious, and amounts to an impermissible use of the process of the court. Accordingly, P’s claim against D1 in his personal capacity ought to be struck out pursuant to Order 18 rule 19 (1) (d) of the ROC 2012. Conclusion

I conclude that :

P’s claim against D1 in his personal capacity discloses no reasonable cause of action within the meaning of Order 18 rule 19 (1) (a) of the ROC 2012 and ought to be struck out, with the SOC amended accordingly to reflect that D1 is sued solely in his representative capacity as the District Grand Master of the 2nd Defendant; and

P’s claim against D1 in his personal capacity constitutes an abuse of the process of the court within the meaning of Order 18 rule 19 (1) (d) of the ROC 2012.

Having regard to the authorities and principles governing under Order 18 rule 19 of the ROC 2012, this is a plain and obvious case warranting the court’s exercise of its summary jurisdiction. The pleadings disclose no bona fide cause of action against D1 in his personal capacity, and are devoid of material facts capable of sustaining personal liability or giving rise to any serious triable issue.

I therefore allowed D1’s striking out application in Enclosure 62. I ordered that the SOC be amended to reflect that D1 is sued solely in his representative capacity as the District Grand Master of the 2nd Defendant. I awarded costs of RM 5,000 to D1. Dated 6 March 2026 Quay Chew Soon Judge High Court of Kuala Lumpur (Commercial Division NCC 2) Counsels Dhanaraj a/l Vasudevan and Andrew Navin a/l Anthony John (Messrs. Kamil Hashim Raj & Lim) for the Plaintiff Fiona Mathilda Bodipalar, Hanna Grace Mathews and Parvaneetha (Messrs. Bodipalar & Partners) for the 1st to 3rd Defendants Case reference 1. Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 2 AMR 1969; [1993] 4 CLJ 7; [1993] 3 MLJ 36 2. Raja Zainal Abidin bin Raja Haji Tachik & 3 Ors v British - American Life & General Insurance Bhd [1993] 3 CLJ 606 3. Khairy Jamaluddin v Dato’ Seri Anwar bin Ibrahim [2013] 4 MLJ 173 4. See Thong & Anor v Saw Beng Chong [2013] 3 MLJ 235 5. Ong Thean Chye & Ors v Tiew Choy Chai & Anor [2011] 4 MLJ 616 6. Gabriel Peters & Partners (suing as a firm) v Wee Chong Jin [1997] 3 SLR (R) 649 Legislation reference 1. Order 18 rule 19 (1) (a) and (d) and rule 19 (2) of the Rules of Court 2012 2. Societies Act 1966