SNH Bumi Corporation Sdn. Bhd. v Didi Automotive Sdn. Bhd. (BA-22NCvC-170-04/2024)

DIDI AUTOMOTIVE SDN BHD

DIDI RESOURCES SDN BHD (NO. SYARIKAT: 199601003053) … DEFENDAN GROUNDS OF JUDGMENT

This is a judgment after a full trial.

This case concerns the Plaintiff’s claim for RM1.92 million against the Defendants under the law of unjust enrichment. 30/06/2026 11:57:44

The Plaintiff’s claim arises from the Defendants’ unauthorised use of the Plaintiff’s vehicle type approvals issued by the Road Transport Department (“RTD”) for the registration, distribution, and sale of Royal Enfield motorcycles from January 2022 to February 2023.

The Plaintiff has 2 witnesses. They are as follows:

firstly, Shahrin Bin Shamsudin (“PW1”). PW1 is the

secondly, Rudzila Binti Subli @ Shabuli (“PW2”). PW2 is a chartered accountant attached to ZR Management and PCM Consult and Services.

The Defendants only have 1 witness. The Defendants’ only witness is Rudzaimiee Bin Ruslan (“DW1”). DW1 is the First Defendant’s Assistant Manager of Government Affairs.

Eicher Motors Limited (“EML”) is an Indian company based in India and manufactures motorcycles under the brand of Royal Enfield.

Via a distributorship agreement dated 30 October 2017, EML appointed the Plaintiff as EML’s authorised Royal Enfield motorcycle distributor in Malaysia (“Plaintiff’s Distributorship Agreement”).

After being made the authorised distributor of Royal Enfield motorcycles in Malaysia, the Plaintiff applied to RTD and obtained the following:

VTA certificate no. REM/2001/18 dated 25 March 2018 to register Royal Enfield Himalayan motorcycles;

VTA certificate no. REM/2001/19 dated 14 February 2019 to register Royal Enfield Interceptor 650 motorcycles; and

VTA certificate no. REM/2002/19 dated 14 February 2019 to register Royal Enfield Continental 650 motorcycles, all collectively known as the Plaintiff’s VTAs.

The Plaintiff also secured another VTA certificate no.: REM/3001/21 dated 9 July 2021 to register Royal Enfield Meteor 350 motorcycles.

On 5 August 2021, EML terminated the Plaintiff’s Distributorship Agreement.

Via a distributorship agreement dated 21 October 2021, EML appointed the First Defendant as its authorised Royal Enfield motorcycle distributor in Malaysia (“First Defendant’s Distributorship Agreement”).

On 21 June 2022, the First Defendant secured a temporary VTA certificate no.: REM/AM089/22 to register Royal Enfield Meteor 350 motorcycles (“First Defendant’s Temporary VTA Meteor”).

On 10 February 2023, the First Defendant obtained its VTA certificate no.: REM/3001/23 to register the Royal Enfield Meteor 350, along with VTA certificate no.: REM/3002/23 for the Royal Enfield Himalayan, VTA certificate no.: REM/3003/23 for the Royal Enfield Interceptor 650, and VTA certificate no.: REM/3004/23 for the Royal Enfield Continental GT 650 (“The First Defendant’s VTAs”).

The Plaintiff alleged that the Defendants had surreptitiously used the Plaintiff’s VTAs to register Royal Enfield motorcycles without the Plaintiff’s knowledge and consent between January 2022 and February 2023.

On 15 May 2024, the Plaintiff commenced this civil suit against the Defendants under the law of unjust enrichment.

The main issues for determination are as follows:

did the Defendants use the Plaintiff’s VTAs to register 192 Royal Enfield motorcycles between January 2022 and

can the Plaintiff’s VTAs still be used after the termination of the Plaintiff’s Distributorship Agreement? (“Issue

can other parties use the Plaintiff’s VTAs? (“Issue No.3”); and

is the Plaintiff’s claim, based on the law of unjust enrichment, for RM1.92 million justified? (“Issue No.4”).

The first issue to determine is whether the Defendants registered a total of 192 Royal Enfield motorcycles, including the Himalayan, Interceptor 650, and Continental GT 650 models, using the Plaintiff’s VTAs from January 2022 to February 2023.

It is important to note that the registration of the Royal Enfield Himalayan Meteor 350 motorcycles is not in dispute.

The dispute in this case pertains solely to the Himalayan, Interceptor 650, and Continental GT 650 models.

The Learned Counsel for the Plaintiff relied heavily on RTD’s letter dated 9 March 2023.

The Learned Counsel of the Plaintiff also argued that, based on the letter dated 9 March 2023, the Defendants registered 192 Royal Enfield motorcycles, including Himalayan, Interceptor 650, and Continental GT 650 models, using the Plaintiff’s VTAs from January 2022 to February 2023.

I am unable to agree with the argument advanced by the Learned Counsel for the Plaintiff that 192 Royal Enfield Motorcycles were registered by the Defendants from January 2022 to February 2023, for the following reasons:

RTD’s letter dated 9 March 2023 did not state that the First or Second Defendant registered 192 Royal Enfield motorcycles between January 2022 and February 2023;

RTD’s letter dated 9 March 2023 did not state that the First or Second Defendant used the Plaintiff’s VTAs to register 192 Royal Enfield Motorcycles from January 2022 to February 2023; and

RTD’s letter dated 9 March 2023 did not state that the First or Second Defendant used the Plaintiff’s VTAs without the Plaintiff’s consent and knowledge.

The burden of proof is on the Plaintiff to prove that the Defendants registered 192 Royal Enfield motorcycles between January 2022 and February 2023 by using the Plaintiff’s VTAs (Sections 101 and 103 of the Evidence Act 1950).

In the instant case, the Plaintiff failed to adduce any direct evidence to prove the Plaintiff’s claim that the Defendants registered a total of 192 Royal Enfield motorcycles from January 2022 to February 2023 using the Plaintiff’s VTAs.

Although the Plaintiff failed to prove that the Defendants used the Plaintiff’s VTAs to register 192 Royal Enfield motorcycles between January 2022 and February 2023, DW1 admitted that the First Defendant used the Plaintiff’s VTAs to register 176 Royal Enfield motorcycles during that period. Berapakah motorsikal yang Defendan Pertama telah mendaftar dengan JPJ dengan nombor siri VTA-VTA Plaintif? 176 motorsikal.”

Regarding the first issue, it is my finding that, based on DW1’s admission, the First Defendant registered only 176 Royal Enfield motorcycles by using the Plaintiff’s VTAs from January 2022 to February 2023, not 192 motorcycles as alleged by the Plaintiff.

The second issue to be determined is whether the Plaintiff’s VTAs can still be used after termination of the Plaintiff’s Distributorship Agreement.

It is my finding that the Plaintiff’s VTAs can still be used after the termination of the Plaintiff’s Distributorship Agreement for the reasons set out below:

as admitted by DW1, 176 Royal Enfield motorcycles were registered by using the Plaintiff’s VTAs between January 11 2022 and February 2023. These registrations were done after the termination of the Plaintiff’s Distributorship

if the Plaintiff’s VTAs are contingent upon a valid and enforceable Plaintiff’s Distributorship Agreement, RTD would not have permitted the registration of 176 Royal Enfield motorcycles after the Plaintiff’s Distributorship Agreement was terminated. This, RTD did not do. Instead, RTD registered 300 Royal Enfield motorcycles between January 2022 and February 2023 as shown in the above attachment to the RTD’s letter dated 9 March 2023;

based on RTD’s letter dated 9 March 2023, RTD not only allowed registrations of 176 Royal Enfield motorcycles by the First Defendant, but in total, RTD allowed 300 Royal Enfield motorcycles to be registered between January 2022 and February 2023;

there is nothing stated in the Plaintiff’s VTAs that the Plaintiff’s VTAs will automatically expire and can no longer be used after the termination of the Plaintiff’s

there is no evidence adduced by any party that the Plaintiff’s VTAs will automatically expire and can no longer be used after the termination of the Plaintiff’s

in the absence of confirmation of the automatic cancellation of the Plaintiff’s VTAs and of the registration of 300 Royal Enfield motorcycles between January 2022 and February 2023, as shown in the RTD’s letter dated 9 March 2023, the Plaintiff’s VTAs remain valid and can be used to register Royal Enfield motorcycles after the termination of the Plaintiff’s Distributorship Agreement. This is also the position taken by PW1: Jadi Encik Shahrin agak aneh kan, sebab dalam kes kami VTA Plaintif tidak dibatalkan kan? Tiada mana-mana pihak batalkan, Plaintif pun tak batalkan, JPJ tidak batalkan, masih wujud ya? Sampai ke hari ini pun masih wujud ya?

The third issue to be determined is whether the Defendants can use the Plaintiff’s VTAs.

The Learned Counsel for the Plaintiff argued that the First Defendant could not use the Plaintiff’s VTAs.

I disagree with the Learned Counsel for the Plaintiff’s argument for the following reasons:

although the Plaintiff’s VTAs were issued in the Plaintiff’s name rather than the Defendants’, according to PW1, there was no request by the Plaintiff to RTD to restrict the use of the Plaintiff’s VTAs to the Plaintiff alone: Tidak kan. Adakah Plaintif memberitahu JPJ untuk menghadkan penggunaan VTA Plaintif? Tidak. Jadi, VTA itu, VTA Plaintif ya, memang JPJ tiada pengetahuan bahawa Encik Shahrin dan Plaintif tidak ingin pihak lain menggunakannya, JPJ tidak tahu kan? Boleh ulang JPJ tidak tahu bahawa pendirian Encik Shahrin dan Plaintif adalah pihak lain tidak boleh menggunakan sijil VTA Plaintif? Saya hanya hubung JPJ dengan telefon Memang ada hubung. Telefon sahaja, telefon sahaja, ada apa-apa rekod telefon dalam-Tidak ada Walaupun menelefon JPJ tidak menghadkan atau tidak menghalang penggunaan VTA oleh Defendan Pertama ya? JPJ, boleh saya terang YA. JPJ suruh saya berhubung dengan pihak Defendan untuk tidak menggunakan sijil VTA sahaja dan memohon sijil VTA sendiri. Bila JPJ memberi tahu maklumat ini kepada Encik Shahrin, ini adalah lebih kurang dalam tahun 2021, 2022? 2023” [Emphasis added]

as shown in the above notes of proceedings, RTD only asked the Plaintiff in 2023 to inform the First or Second Defendant to stop using the Plaintiff’s VTA and apply for their own VTA certificate;

RTD did not invalidate the use of the Plaintiff’s VTAs by the First Defendant from January 2022 to February 2023; and

RTD also did not invalidate the registration of the 176 Royal Enfield motorcycles using the Plaintiff’s VTAs.

It is my finding that the Plaintiff can use the Plaintiff’s VTAs.

The fourth issue to be determined is whether the Plaintiff’s claim for RM1.92 million under the law of unjust enrichment is justified.

It is now undisputed that the First Defendant used the Plaintiff’s VTAs, without the Plaintiff’s consent or knowledge, to register 176 Royal Enfield motorcycles between January 2022 and February 2023.

Regarding the principle of law on unjust enrichment, both parties relied on the Federal Court’s decision in Dream Property Sdn Bhd v Atlas Housing Sdn Bhd [2015] 2 MLRA 247 (“Dream Property”).

According to Dream Property, to succeed in a cause of action for unjust enrichment, the Plaintiff must be able to satisfy all the following requirements:

the Defendants must have been enriched (“First

the enrichment must be gained at the Plaintiff’s expense (“Second Requirement”);

that the retention of the benefit by the Defendant was unjust (“Third Requirement”); and

there must be no defence available to extinguish or reduce the Defendant’s liability to make restitution (“Fourth Requirement”). (See also Banque Financière de la Cité v Parc (Battersea) Ltd and others [1998] 1 All ER 737 (UK HOL)).

I will now address each requirement set out in Dream Property.

The Learned Counsel for the Plaintiff argued that the Defendants were enriched when they used the Plaintiff’s VTAs.

I am unable to agree with the argument advanced by the Learned Counsel for the Plaintiff.

The first requirement has not been satisfied because of the following reasons:

in Dream Property, the Defendant lawfully built an enormous shopping mall on the Plaintiff’s land for RM124 million, not for free, with the Plaintiff benefiting from it. The construction of the shopping mall and the rental income generated by over 250 outlets enhanced the value of the Plaintiff’s assets. Consequently, the Defendant had a prima facie case for restitution (See also Goff & Jones on The Law of Unjust Enrichment (8th Ed), (para 4-01);

unlike Dream Property, where the Defendant spent RM124 million and constructed a shopping mall, the Plaintiff in this case did not spend either RM1.92 million or any other amount for the Defendants to obtain the Plaintiff’s VTAs or to import the new 192 or 176 Royal Enfield motorcycles into Malaysia;

here, the First Defendant used its own funds to import and get the 176 Royal Enfield motorcycles registered with

according to PW1, VTAs are solely used to facilitate RTD registration of Royal Enfield Motorcycles post-import: So, untuk penjelasan lebih kita, bila tadi Encik Shahrin kata VTA tidak berkaitan dengan pengimportan, dokumen yang penting dalam pengimportan adalah AP kan bukan VTA? Betul So VTA hanya untuk pendaftaran dengan JPJ?

according to PW1, after the termination of the Plaintiff’s Distributorship Agreement, the Plaintiff could no longer import and distribute new Royal Enfield motorcycles. If the Plaintiff could not import, distribute, sell, and register new Royal Enfield motorcycles after termination of the Plaintiff’s Distribution Agreement, the Plaintiff did not incur any loss or expenditure of RM1.92 million for the registration of 192 or 176 new Royal Enfield motorcycles from January 2022 to February 2023; Encik Shahrin selepas penamatan pengedaran dalam muka surat 51, Ikatan B1 ini, Plaintif tidak lagi boleh membawa masuk ataupun mengimport motorsikal-motorsikal Royal Enfield daripada India ke Malaysia? Betul Betul ya

For the second requirement of ‘at the Plaintiff’s expense’, I am guided by the decision of the Federal Court in Dream Property.

I am also guided by the decision in Banque Financière de la Cité v Parc (Battersea) Ltd and others [1998] 1 All ER 737 (UK HOL) and Investment Trust Companies (in liquidation) v Revenue and Customs Commissioners [2017] UKSC 29.

The Plaintiff has also failed to satisfy the second requirement because of the following reasons:

as mentioned earlier, the Plaintiff did not incur any loss of RM1.92 million, as confirmed by PW1: Dan juga tiada kehilangan peluang perniagaan, kepada Plaintif, kerana Plaintif memang tiada hak untuk menjual motorsikal-motorsikal 172 yang terlibat. Setuju atau tidak Saya tidak. Ya setuju.” [Emphasis added]

the Plaintiff failed to adduce any evidence that the use of the Plaintiff’s VTAs caused corresponding subtraction, diminution in wealth or transfer of value of the Royal Enfield motorcycles imported and registered by the Plaintiff before the termination of the

until today, the Plaintiff still has control and possession of the Plaintiff’s VTAs (Salient Glory City Sdn Bhd v M Summit Global Sdn Bhd & Anor [2025] MLJU 2420 (HC));

the First Defendant’s use of the Plaintiff’s VTAs from January 2022 to February 2023 did not deprive the Plaintiff of any benefit, commercial opportunity, or income, which it could still exploit under its existing stocks imported before the Plaintiff’s Distributorship Agreement was terminated;

the Plaintiff also failed to adduce any evidence that the termination of the Plaintiff’s Distributorship Agreement prevented the Plaintiff from using the Plaintiff’s VTAs and registering its existing motorcycle stocks that were imported before the termination of the Plaintiff’s

the amount of RM10,000.00 per motorcycle was not based on the actual loss incurred by the Plaintiff from

the estimate of loss provided by PW2 in Exhibit P1 relies solely on the Plaintiff’s sales data for 2020 and 2021. It failed to consider essential cost components, such as supplier costs, rent, staffing, and other operating expenses typically included in annual financial statements, including distribution, administrative, and operating costs. As a result, PW2’s estimation of loss for profit of RM10,000.00 per unit earned by the Defendants is significantly overestimated.

As alluded to earlier, the Plaintiff still has control and possession of the Plaintiff’s VTAs.

The Plaintiff is not being deprived of using the Plaintiff’s VTAs to register its existing stocks of Royal Enfield motorcycles.

Since the Plaintiff failed to prove the first and second requirements, the Plaintiff has also failed to satisfy the third requirement.

While the First Defendant used the Plaintiff’s VTAs to register 176 Royal Enfield motorcycles from January 2022 to February 2023, they are not liable to refund RM1.92 million or any other amount under the cause of action of unjust enrichment because the Plaintiff failed to satisfy the first three requirements laid down in Dream Property.

As far as the Second Defendant is concerned, the Plaintiff must first prove that the Second Defendant registered the 192 or the remaining 16 Royal Enfield motorcycles between January 2022 and February 2023 by using the Plaintiff’s VTAs without knowledge and consent (Sections 101 and 103 of the Evidence Act 1950. See also International Times & Ors v Leong Ho Yuen [1980] 2 MLJ 86, FC).

Apart from DW1’s admission that the First Defendant used the Plaintiff’s VTAs to register 176 Royal Enfield motorcycles, the Plaintiff failed to prove on the balance of probabilities that the Second Defendant registered 192 or the remaining 16 Royal Enfield motorcycles between January 2022 and February 2023 by using the Plaintiff’s VTAs without knowledge and consent.

Since the Second Plaintiff did not use the Plaintiff’s VTAs to register any Royal Enfield motorcycle between January 2022 and February 2023, the Second Defendant was not enriched by the Plaintiff, no enrichment at the Plaintiff’s expense, and no benefit unjustly retained by the Second Defendant.

Therefore, there cannot be unjust enrichment on the part of the Second Defendant.

It is my finding that the Plaintiff’s claim has failed to meet all the requirements laid down in Dream Property for an unjust enrichment claim to succeed.

It is also my finding that since the Plaintiff did not spend or incur expenditure of RM1.92 million or any other amount during January 2022 to February 2023, there is no prima facie case for the restitution of RM1.92 million.

I will also address three additional arguments raised by the Learned Counsel for the Plaintiff.

There cannot be any enhancement or improvement of the assets of the First or Second Defendants when the Plaintiff did not incur or spend either RM1.92 million or any other amount after the termination of the Plaintiff’s Distributorship Agreement.

As admitted by PW1, the Plaintiff did not suffer any loss when the First Defendant used the Plaintiff’s VTAs after the termination of the Plaintiff’s Distributorship Agreement.

To pay RM10,000.00 profit for each motorcycle registered by using the Plaintiff’s VTAs would put the Plaintiff in a better position after the termination of the Plaintiff’s Distributorship Agreement, especially when the Plaintiff did not have to spend any amount of money or incur any loss.

To allow the Plaintiff’s claim would amount to an unjust enrichment on the part of the Plaintiff, as the Plaintiff did not have to spend anything at all to gain RM1.92 million from the Defendants.

Based on the above reasons, it is my finding that the allegation of reaping the windfall at the expense of the Plaintiff is devoid of merit.

It is a trite law that parties are bound by their own pleadings (Iftikar Ahmed Khan (as the executor of the estate of Sardar Mohd Roshan Khan, deceased) v Perwira Affin Bank Bhd (previously known as Perwira Habib Bank Malaysia Bhd) [2018] 2 MLJ 292, FC).

The Learned Counsel for the Plaintiff referred to the tort of conversion.

The tort of conversion is, however, not pleaded in the Plaintiff’s Statement of Claim.

In any event, the claim for the tort of conversion would still fail, as the Plaintiff still retains control and possession of the Plaintiff’s VTAs to this day (Zung Zang Wood Products Sdn Bhd & Ors v Kwan Chee Hang Sdn Bhd & Ors [2014] 2 MLJ 799, FC). PW1 also confirms this position. Encik Shahrin, VTA, sijil VTA Plaintif tidak dibatalkan oleh Plaintif ya kerana Plaintif memerlukannya untuk mendaftarkan stok lama kan? Boleh saya-Sekarang ini, Encik Shahrin, ya atau tidak sahaja Ya untuk stok lama. Okay Jadi VTA yang terdahulu hanya untuk stok lama sahaja. Itu jawapan Encik Shahrin tadi, ya? Untuk stok yang saya punya. Ya.”

The Learned Counsel for the Plaintiff argued that since the Defendants breached Section 108(1)(c) of the Road Transport Act 1987, the Plaintiff’s claim should be allowed.

I am unable to accede to the argument advanced by the Learned Counsel for the Plaintiff for the following reasons:

the Plaintiff’s cause of action against the Defendant is under the law of unjust enrichment for using the Plaintiff’s VTAs to register 176 Royal Enfield motorcycles from

the Plaintiff’s cause of action against the Defendant is not based on a purported offence committed under Section 108 (1) of the Road Transport Act 1987;

it is the responsibility of the relevant authority to conduct an investigation and determine subsequent actions against the Defendants. It is not within the jurisdiction of this Court to prematurely ascertain whether the Defendants indeed breached Section 108 (1) of the

even if the Defendants breached Section 108 (1) of the Road Transport Act 1987, only the Public Prosecutor has the right to determine whether or not to charge the Defendants for breaching Section 108 (1) of the Road Transport Act 1987 (Government of Malaysia v Lim Kit Siang [1988] 2 MLJ 12, FC). CONCLUSION

For the foregoing reasons, the Plaintiff’s claim is dismissed with costs of RM50,000.00, subject to an allocatur fee. Dated this 30th day of June 2026 SGD HELMI BIN HAMZAH JUDICIAL COMMISSIONER HIGH COURT IN MALAYA AT SHAH ALAM NEGERI SELANGOR Counsel for the Plaintiff : Mr. Najib Zakaria (Madam Syibratun Sarahnoor Binti Ahmad with him) (Messrs Najib Hisham Isa) Counsel for the Defendants : Mr. Peter Douglas Ling (Miss Christina Low Yun Shyuan with him) (Messrs Peter Ling & Co.)