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BA-22M-100-06/2023 Kand. 03/11/2025 15:24:54 IN THE HIGH COURT OF MALAYA AT SHAH ALAM IN THE STATE OF SELANGOR DARUL EHSAN, MALAYSIA SUIT NO: BA-22M-100-06/2023 BETWEEN SMALL MEDIUM ENTERPRISE DEVELOPMENT BANK MALAYSIA BERHAD (49572-H) PLAINTIFF AND 1. ABDUL SALEEM BIN MAIDIN (No. K/P: 701114-10-5145/A1689311) 2. AZLINDA BINT! ZAINAL ABIDIN (No.K/P: 720224-05-5218/A1950468) 3. MASRI BIN MUKHTAR (No, K/P: 670307-11-5025/A0598214) ...DEFENDANTS GROUNDS OF JUDGMENT (Enclosure 15 — 0.14 Application) Introduction 1. This is the Plaintiffs application for summary judgment pursuant to Order 14 of the Rules of Court 2012 (Enclosure 15). The application is brought by Small Medium Enterprise Development Bank Malaysia Berhad (“the Plaintiff’) against the Second Defendant, Azlinda binti Zainal Abidin, arising from her liability under two Guarantee and Indemnity Agreements executed in favour of the Plaintiff to secure financing facilities granted to Sierra Teguh Sdn Bhd (‘the Customer’). 2. The central issue before this Court is whether the Second Defendant has raised a bona fide defence or triable issue which merits a trial, or whether the Plaintiff has demonstrated a plain and obvious case entitling it to judgment. Factual Background 3. By aLetter of Offer dated 16 December 2015, the Plaintiff granted financing facilities to the Customer, comprising Commodity Murabahah Revolving Financing-i and Bai’ Dayn Contract Financing, totalling RM10,000,000. These facilities were subsequently varied and restructured by further letters of review and change between 2016 and 2019. 4. To secure repayment, the Customer executed various security documents. In addition, the Second Defendant executed two Joint and Several Guarantee and Indemnity Agreements, the first on 5 May 2016 and the second on 9 May 2017. 5. The Customer defaulted in repayment and was wound up on 28 September 2022 by order of the High Court. As at 17 January 2023, the amount outstanding stood at RM7,212,315.01, as certified in the Plaintiff's Certificate of Indebtedness. 6. On 20 July 2023, the Plaintiff obtained judgment in default against the ist and 3rd Defendants. The present application concerns only the Second Defendant. The Second Defendant’s Defence 7. The Second Defendani resists summary judgment principally on the ground that she did not execute the two Guarantee and Indemnity Agreements. She alleges that her signatures on those documents, as well as on certain board resolutions of the Customer, were forged. She contends that this defence raises a triable issue which ought to be ventilated at a full trial. The Plaintiff's Submissions 8. The Plaintiff argues that: 8.1. The Second Defendant was at all material times a director and shareholder of the Customer, and-was fully aware of the facilities granted and utilised. 8.2. The board resolutions approving the facilities, which the Second Defendant disputes, were duly certified as true copies by the Company Secretary. 8.3. The execution of the Guarantee and Indemnity Agreements was witnessed by two independent solicitors, namely Encik Mohamed Iftitah and Puan Galoh Nursafinas, who have each sworn affidavits confirming that the Second Defendant signed the documents in their presence and that they explained the nature and effect of the documents to her. 8.4. The Second Defendant has adduced no expert evidence, no police report, and no contemporaneous complaint to support her allegation of forgery. 8.5. The Guarantees contain a conclusive evidence clause: the Plaintiffs Certificate of Indebtedness constitutes final and binding proof of the indebtedness absent manifest error. None has been shown. Issues for Determination 9. The issues for determination are: (i) | Whether the Second Defendant's allegation of forgery raises a genuine triable issue; and (ii) | Whether, in the circumstances, the Plaintiff has established a plain and obvious case entitling it to summary judgment. Analysis and Findings Principles Governing Summary Judgment 10. Order 14 permits the Court to enter judgment where the Plaintiff's claim is plain and obvious, and the Defendant is unable to show a bona fide defence. The Federal Court in National Company for Foreign Trade v Kayu Raya Sdn Bhd [1984] 2 MLJ 300 explained that once the Plaintiff establishes the preliminary requirements, the burden shifts to the Defendant to demonstrate why judgment should not be entered. If the defence is equivocal, lacking in precision, or inconsistent with undisputed documents, the Court has a duty to reject it. Allegation of Forgery 11. The Second Defendant's allegation of forgery is a bare assertion unsupported by credible evidence. In McLaren Saksama (M) Sdn Bhd v Hong Leong Bank Bhd [2014] 7 MLJ 104, it was emphasised that forgery must be established on the balance of probabilities, and the burden lies on the party alleging it. The Court further observed that differences in signatures, by themselves, are not proof of forgery, since no two signatures are ever identical. 12. Here, the Second Defendant has adduced no handwriting expert report, no police complaint, and no contemporaneous challenge. Instead, her denial is contradicted by stronger evidence: (I) Two solicitors, in sworn affidavits, confirmed that they witnessed her signing the guarantees and explained the effect to her; ~ (Il) The board resolutions approving the facilities bear her signature and were certified true by the Company Secretary; (I!l} As a director and shareholder of the Customer, she cannot plausibly claim ignorance of the financing arrangements. 13. The bare allegation that one “Borhan” forged her signature is wholly unsubstantiated and, in any event, irrelevant when contemporaneous evidence and professional witnesses confirm her execution of the documents. 14. The High Court in RHB Bank Bhd v Majmekar Holdings Sdn Bhd