Sena Traffic Systems Sdn. Bhd. v Ar-Rifqi Sdn. Bhd. (BA-22NCC-118-06/2025)

1.

These Grounds of Judgment concern four related applications arising from the commercial dispute between the Plaintiff, Sena Traffic Systems Sdn Bhd (“Plaintiff”), and the Defendants, namely AR-Rifqi Sdn Bhd (“D1” or “ARSB”), Dato’ Zaimil Azhar bin Zainal (“D2”), ITMAX System Solutions Sdn Bhd (“ITMAX”), and Tan Sri Tan Boon Hock (“Tan Sri”). The applications before this Court are:

Enclosure 14 – Plaintiff’s application for Summary Judgment against ARSB under Order 14 of the Rules of Court 2012;

Enclosure 16 – Plaintiff’s application for Summary Judgment against Dato’ Zaimil based on a Letter of Guarantee executed by him;

Enclosure 18 – ITMAX’s application to strike out the Counterclaim pursuant to Order 18 rule 19; and

Enclosure 20 – Tan Sri’s application to strike out the Counterclaim against him.

Enclosure 31 – Notice of Application to strike out the Counterclaim of Plaintiffs against the Defendants.

Given the substantial degree of factual and legal overlap between these applications, the Court finds it practical and appropriate to dispose of all four applications in a single integrated judgment.

At the core of the dispute lies a commercial claim for unpaid invoices amounting to RM6.3 million for the supply of Huawei equipment. The Plaintiff seeks summary disposal of its claim, while ITMAX and Tan Sri seek removal from the action on the basis that the Counterclaim discloses no cause of action, particularly in relation to allegations of commercial conspiracy.

The principal questions before this Court are: i) Whether the Defences of D1 and D2 raise any triable issue to resist Summary Judgment; ii) Whether the Counterclaim against ITMAX and Tan Sri discloses a reasonable cause of action for conspiracy or otherwise; and iii) Whether the Counterclaim is frivolous, vexatious, or an abuse of process.

2.

The Plaintiff is a supplier and integrator of telecommunications and digital infrastructure systems. Between 2023 and 2024, ARSB issued several Purchase Orders (“POs”) to the Plaintiff for the procurement and supply of Huawei network equipment. The Plaintiff fulfilled the orders, delivered the equipment, and issued invoices totalling RM6,300,000.

ARSB received all goods without protest. No allegation of defective goods, wrong specifications, or non-delivery was raised at any material time before the commencement of this action.

The Plaintiff issued repeated demands for payment. These included a formal demand letter dated 11.06.2025 addressed both to ARSB and to D2 in his capacity as guarantor.

The Second Defendant, Dato’ Zaimil, had executed a Letter of Guarantee dated 23.05.2025, in which he undertook to settle the outstanding sums in the event of ARSB’s default.

In response to the writ, ARSB and D2 not only filed a Defence but also a Counterclaim alleging, inter alia: i) the existence of an “Additional Agreement” relating to a separate project known as the “Kempas Project”; ii) that the Plaintiff, together with individuals from Huawei, ITMAX and Tan Sri, had allegedly conspired to pressure ARSB into accepting quotations; iii) that they suffered financial losses due to the alleged conspiracy.

ITMAX and Tan Sri each maintain that they had no involvement whatsoever in the transactions between the Plaintiff and ARSB, and sought to strike out the Counterclaim against them.

The Plaintiff submits that the claim against ARSB is a classic commercial debt supported by clear documentary evidence namely: i) Purchase Orders issued by ARSB; ii) Delivery Orders signed upon receipt of goods; iii) Invoices totalling RM6.3 million; iv) No contemporaneous protest from ARSB.

The Plaintiff contends that ARSB’s alleged defences of coercion, lack of choice, and existence of an Additional Agreement are bare assertions unsupported by any documentary evidence.

Counsel submits that these allegations amount to an afterthought raised only upon being sued.

The Plaintiff argues that under O.14, ARSB must show a bona fide triable issue. Absent supporting documents, ARSB has failed to do so.

The Plaintiff submits that D2’s liability arises from the Letter of Guarantee he admittedly signed.

D2 does not deny signing the document. His sole defence is that he “misunderstood” the nature of the document and “did not read it due to urgency”.

The Plaintiff submits that such explanations are not recognised defences under Malaysian contract law.

The Plaintiff emphasises that D2 was served a demand letter but never protested the Guarantee. This silence amounts to affirmation.

Accordingly, D2 raises no triable issue.

ARSB alleges that: I) it was pressured to accept quotations at high prices; II) the Plaintiff delayed issuing quotations; III) Huawei, ITMAX, Tan Sri and the Plaintiff were allegedly collaborating to influence ARSB’s procurement decisions.

However, ARSB concedes that: i) it has no documents of protest; ii) it has no minutes of meetings evidencing pressure; iii) it did not report any alleged misconduct contemporaneously; iv) it did receive and utilise the goods.

ARSB submits nonetheless that the allegations warrant a full trial.

D2 submits that: i) he believed the Guarantee was related to another project; ii) he did not read the document; iii) he signed under perceived urgency.

He argues that these issues should be ventilated at trial.

ITMAX contends: i) it was wrongly and unjustifiably dragged into the Counterclaim; ii) the Counterclaim alleges conspiracy but fails to plead particulars as required by law; iii) no overt act is attributed to ITMAX; iv) Plaintiffs in the Counterclaim admitted ITMAX was not a party to the alleged Additional Agreement.

ITMAX submits that the Counterclaim is baseless, vexatious, and should be struck out.

Tan Sri submits similarly that: i) there is no pleaded fact connecting him to any purported conspiracy; ii) no meeting or communication involving him is alleged; iii) Plaintiffs themselves admit he was not part of the alleged Additional Agreement.

He maintains that the Counterclaim is untenable and abusive.

The governing principles for Summary Judgment under Order 14 are settled. The Plaintiff must demonstrate a clear and undisputed claim, while the Defendant bears the burden of showing a bona fide defence raising triable issues.

In Bank Negara Malaysia v Mohd Ismail & Ors [1992] 1 MLJ 400, the Supreme Court held that summary judgment is appropriate where the defence consists of bare denials or is inherently improbable.

The Court of Appeal reaffirmed in Malayan Banking Bhd v Ng Sai Kang [2012] 7 MLJ 754 that a defendant must place before the court credible evidence, not mere assertions, to resist summary judgment.

Although the power to strike out pleadings is draconian, it must be exercised where a pleading is plainly unsustainable. As held in Yeo Huat Machineries Sdn Bhd v Coli Master Sdn Bhd [2015] 6 MLJ 810, allegations of conspiracy must be pleaded with particularity, failing which they are liable to be struck out.

In Universal Health Care (R&D) Sdn Bhd v Ramli Md Saleh [2025] 6 MLJ 106, the Court of Appeal emphasised that pleadings devoid of material facts and overt acts amount to an abuse of process.

Similarly, Datuk Hj Ishak bin Ismail v Kenanga Investment Bank Bhd [2012] 7 MLJ 840 affirms that vague allegations unsupported by factual particulars cannot be permitted to proceed to trial.

The Plaintiff’s claim is supported by objective documentary evidence: Purchase Orders, Delivery Orders, and invoices. ARSB does not dispute receipt of the goods nor the quantum invoiced.

ARSB’s primary defence rests on allegations of coercion and pressure. However, applying Bank Negara Malaysia v Mohd Ismail, this Court finds these allegations to be wholly unsupported by contemporaneous evidence.

The absence of any protest, complaint, or contemporaneous correspondence is fatal to ARSB’s defence. As stated in Malayan Banking v Ng Sai Kang, a defence raised without supporting evidence and only after proceedings have commenced is indicative of an afterthought.

The alleged “Additional Agreement” was neither produced nor shown to bind the Plaintiff. Even if such an agreement existed, ARSB failed to demonstrate its legal relevance to the Plaintiff’s contractual entitlement.

Accordingly, ARSB has failed to raise any bona fide triable issue.

It is undisputed that Dato’ Zaimil executed the Letter of Guarantee dated 23.05.2025. His explanation that he misunderstood or did not read the document cannot, as a matter of law, constitute a defence.

The principle in L’Estrange v Graucob [1934] 2 KB 394, consistently applied in Malaysian courts, is that a party is bound by the document he signs in the absence of fraud, misrepresentation, or duress.

No such vitiating factors were pleaded or proven. The Guarantee is clear, unconditional, and enforceable.

The Court therefore finds that no triable issue arises in respect of the 2nd Defendant.

The Counterclaim alleges commercial conspiracy but fails to plead the essential elements identified in Yeo Huat Machineries, namely agreement, common design, overt acts, and damage.

Critically, the Counterclaimants expressly admit that ITMAX was not a party to the alleged Additional Agreement and did not participate in any meetings or negotiations.

In Universal Health Care, the Court of Appeal cautioned against allowing speculative claims to proceed merely to fish for evidence. This Court finds the Counterclaim against ITMAX to fall squarely within that category.

The Counterclaim is vague, speculative, and legally unsustainable, and allowing it to proceed would constitute an abuse of process.

The allegations against Tan Sri are even more deficient. No factual nexus is pleaded linking him to any actionable conduct.

As in Datuk Hj Ishak v Kenanga, the absence of pleaded material facts renders the claim hopeless from inception.

The Counterclaim against Tan Sri rests entirely on conjecture and association, which is impermissible in law.

7.

The Plaintiff has established a clear and undisputed commercial debt.

The Defences of ARSB and Dato’ Zaimil do not raise any bona fide triable issues.

The Counterclaim against ITMAX and Tan Sri discloses no reasonable cause of action and constitutes an abuse of process.

8.

Accordingly, this Court orders as follows:

Enclosure 14 is allowed. Summary Judgment is entered against AR-Rifqi Sdn Bhd for RM6,300,000 with interest and costs of RM1000.

Enclosure 16 is allowed. Summary Judgment is entered against Dato’ Zaimil Azhar bin Zainal as guarantor for the same sum with interest and costs of RM1000.

Enclosure 18 is allowed. The Counterclaim against ITMAX Systems Sdn Bhd is struck out in its entirety with costs of RM1000.

Enclosure 20 is allowed. The Counterclaim against Tan Sri Tan Boon Hock is struck out in its entirety with costs of

Consequent upon the above, the Counterclaim is dismissed in its entirety. Dated this 30th December 2025 -sgd- ………………………………….. Datin Asmah binti Musa Pesuruhjaya Kehakiman Mahkamah Tinggi Malaya Mahkamah Tinggi Shah Alam Counsel for Plaintiff : Mr. Eugene K.Y Choong (Ms. Kho Yan Yee with him) Messrs. PC Choong & Company Counsel for Defendant : Mr. Muhammad Nor Izzat Nordin Messrs. Amar Syiimir Izzat & Sham