Teo Yun Hock v Autohome Motor Sdn Bhd (WA-22NCC-70-02/2025)

AUTOHOME MOTOR SDN. BHD. …DEFENDANTS (Company No.: 201801047018 [1309050-K])

GO AUTO SALES SDN. BHD. (Company No.: 201001041065 [924990-H])

SHEIKH MOHAMAD AZLI BIN SHEIKH MOHAMAD NASIMUDDIN KAMAL (IC No.: 841123-14-5987)

SHEIKH MOHAMAD AZRUL BIN SHEIKH MOHAMAD NASIMUDDIN KAMAL (IC No.: 881011-14-5129)

AHMAD AZAM BIN SULAIMAN (IC No.: 660504-08-5807)

GO AUTO SERVICES SDN BHD (Company No.: 200901020284 [863381-M])

GOAUTO GROUP SDN BHD (Company No.: 202101024407 [1424707-P])

INTRO SYNERGY SDN BHD (Company No.:202301002869 [1496788-K])

NEXV MANUFACTURING SDN. BHD. (Company No.: 202301028042 [1521965-U])

SPE FOUNDATION (Company No.: 202201031815 [1477512-X]))

ASPIRE ARENA SDN. BHD. (Company No.: 201501041884 [1167205-V])

SMS AUTO WORLD SDN. BHD. (Company No.: 201001009362 [893992-V])

PHOENIX PINNACLE SDN. BHD. (Company No.: 201601006614 [1177541-V])

FAROK BIN MAASOM (IC No.: 701220-71-5393)

DATO’ SHEIKH MOHAMAD SHALAHUDDIN AYUBI KAMAL AZAD BIN SHEIKH MOHAMAD AMIN (IC No.: 570130-05-5099)

WAN AHMAD BIN WAN OMAR (IC No.: 680630-11-5091)

GO AUTOMOBILE MANUFACTURING SDN. BHD. (Company No.: 201301005035 [1034878-V])

JOY DESIGN STUDIO SDN. BHD. (Company No.: 201401003242 [1079316-K])

W & R RESOURCES SDN. BHD. (Company No.: 200501016554 [6935697-D])

[dismissal of striking out application]

On 21-07-2025 the 15th defendant Dato’ Sheikh Mohamad Shalahuddin Ayubi Kamal Azad Bin Sheikh Mohamad Amin (IC No.: 570130-05-5099) [“D15”] had applied to strike out the plaintiff’s claim against him pursuant to Order 18 rule 19 of the Rules of Court 2012. [Enclosure 142].

Similar applications to strike out were also filed by the 4th, 7th, 8th 10th to 13th and 17th to 19th defendants.

On 22-10-2025 I had dismissed all the applications. Trial is now fixed to commence on 24-07-2026.

However, on 21-11-2025 D15 has appealed to the Court of Appeal. The rest of the defendants did not appeal. This is my Grounds of Decision for my dismissal of the striking out application filed by D15.

In my Grounds of Decision, the defendants will be identified as D1 or 1st defendant, D2 or 2nd defendant, etc.

I should mention that I had earlier on 11-03-2025 granted the plaintiff a mareva injunction against the 1st to 4th, 6th and 14th defendants. The 3rd and 14th defendants have appealed to the Court of Appeal. The 1st, 2nd, 4th and 6th defendants did not file any appeal. The plaintiff also didn’t file any appeal. The sealed order can be seen in Enclosure 68. My grounds are reported in Teo Yun Hock v Autohome Motor Sdn Bhd & Ors [2025] MLJU 1585 HC. The appeal is pending hearing. Facts of the case Parties

D15 is known as “Dato’ SM Shalahuddin”. He is a director and shareholder of D12/SMS Auto World Sdn. Bhd. He is the majority shareholder of D6/ Go Auto Services Sdn Bhd (51%).

D6 is a private limited company with a business address at No. 4, Jalan Pengarah U1/29, HICOM Glenmarie Industry Park, 40000 Shah Alam, Selangor. D6 is a shareholder in D2/Go Auto Sales Sdn. Bhd. D3 used D2 as his corporate vehicle to buy D1 from the plaintiff

The plaintiff Teo Yun Hock is the owner of a company called Autohome Motor Sdn. Bhd/the 1st defendant in this case [“D1”]. D1 was at all material times a sale and service car workshop centre and is an authorised 3S car dealer for the Proton-brand motor vehicles. As such, D1 was able to obtain direct support, automobile parts and vehicle stocks directly from Proton Holdings Berhad (623177-A) (“Proton”) subject to conditions imposed by Proton.

In or around August 2020, the alleged mastermind of the fraud one Sheikh Mohamad Azli Bin Sheikh Mohamad Nasimuddin Kamal/D3 approached the plaintiff expressing an interest in buying over the plaintiff’s company, D1. Terms were agreed between the plaintiff and D3. Share Sale Agreement

D3 used D2 as his corporate vehicle to buy D1 from the plaintiff. This is evidenced from a Share Sale Agreement dated 04-02-2021 between the plaintiff [holding 75% shares in D1] and Lai Li Fa [holding 25% shares in D1 on trust for the plaintiff] as vendors and D2 as purchaser [“Share Sale Agreement”]. [See page 18 of the Affidavit in Enclosure 7 Exhibit TYH- 9].

By the Share Sale Agreement, the plaintiff sold all his 100% shares in D1 as well as the business of D1 to D2 for RM 6,480,000. [See Plaintiff’s Supporting Affidavit Enclosure 5 English translation at paragraph 30]. D3 took control of D1 on 20-08-2021

On 20-08-2021, the plaintiff [and Lai La Fa as his nominee] executed the transfer of all the plaintiff’s shares in D1 to D2, the plaintiff [and Lai La Fa] resigned as directors of D1, and D3 was appointed as the new director of D1. [For the appointment of D3 as the new director and the resignations of the plaintiff and Lai La Fa as directors of D1 see the Affidavit in Support at Enclosure 7 at PDF page 69 Exhibit TYH-10]. [For the transfer of all the shares of the plaintiff and [Lai La Fa as his nominee] in D1 to D2 see the Affidavit in Support at Enclosure 7 at PDF pages 71 - 73 Exhibit TYH-10]. Default in payment of the balance purchase price of RM 5,832,000

Prior to the execution of the Share Sale Agreement, D2 had already made a deposit payment of RM 648,000.00 towards the total purchase consideration around the end of 2020.

Pursuant to clause 3.2 of the Share Sale Agreement, D2 was obliged to pay the remainder of RM 5,832,000.00 upon the completion of the Share Sale Agreement on or before 31-01-2021. As the shares of D1 have been fully transferred by the plaintiff to D2, the remainder of RM 5,832,000 was already due.

However, subsequently, on 23-08-2021, at a meeting between D3 and the plaintiff (“Extension Meeting”), D3 informed the plaintiff that D2 was not able to pay and asked for more time.

D3 and the plaintiff then agreed at the Extension Meeting to enter into a Supplementary Agreement to the Share Sale Agreement dated 10-09-2021 (“Supplementary Agreement”) to allow D2 to use D1 company to procure loans and/or financial assistance to settle the balance purchase price. [A copy of the Supplementary Agreement dated 10-09-2021 can be seen on PDF pages 77 to 87 of the Affidavit in Enclosure 7 Exhibit TYH-11].

D3 also executed a personal guarantee dated 21-09-2021 to guarantee the payment of the balance purchase price. A copy of the Deed of Guarantee dated 21-09-2021 can be seen on PDF pages 90 to 97 of the plaintiff’s Affidavit in Enclosure 7 Exhibit TYH-12].

Under the Supplementary Agreement, the balance purchase price of RM 5,832,000 must be paid at the latest on 30-12-2021. [See Clauses 2.4, 2.5 and 2.6 of the Supplementary Agreement on PDF page 82 of the plaintiff’s Affidavit in Enclosure 7 Exhibit TYH-11].

At D3’s request, the plaintiff even assisted D2 in expediting and obtaining the release of a payment of around RM 4,384,452.36 and RM 622,433.16 due from the Ministry of Defence to D2. This has been confirmed and admitted by D3 himself through a WhatsApp message on 24-10-2022. [A copy of the letter dated 16-04-2021 issued by D2 to the Secretary General of the Ministry of Defence of Malaysia can be seen on PDF page 100 of the plaintiff’s Affidavit in Enclosure 7 at Exhibit TYH-13]. [The WhatsApp messages dated 24-10-2022 between the plaintiff and D3 can be seen on PDF page 102 of the plaintiff’s Affidavit in Enclosure 7 at Exhibit TYH-13].

However, D2 only made a total payment of RM 2,948,000.00 through various sporadic payments on 22-12-2021, 16-02-2022 and 28-03-2022. As of to-date, there is an outstanding balance of

Despite numerous reminders, the 2nd defendant failed, refused and/or neglected to make payment of the balance purchase price in the sum of RM 3,532,000.

The defendants in their reply affidavit and in their written submissions merely denied owing the balance purchase price to the plaintiff. No proof was produced to show the balance purchase price had been fully paid.

In any event, it is clear from the WhatsApp messages dated 24- 10-2022 between the plaintiff and D3 that I have referred to earlier that D3 has admitted the balance purchase price has not been fully paid. Plaintiff alleged fraud by D3 and the defendants

The plaintiff contends D3 and D2 have not fully paid the balance purchase price because, and I quote, - i. However, upon further investigation and revelation, the plaintiff realised that D2 and/or D3 have been perpetrating an actual and/or equitable fraud and/or fraudulent misrepresentation upon him. D2 and/or D3 have wrongfully and in breach of trust and confidence transferred all of D1’s shares to D4, i.e. a non-party to the Agreement, in order to not only defraud the plaintiff of his ownership in D1, but also to evade liability, thereby intentionally and deliberately in bad faith placing the assets and shares of the D1 beyond the reach of the law. ii. D3 has also deliberately used various companies under his control as his vehicles of fraud to conceal and/or evade liability. In order to evade and/or conceal liability to the plaintiff, D3 has orchestrated various unlawful tactical manoeuvres to shift the business operation of D2 to various other companies controlled directly or indirectly by him. This has been performed in order to fraudulently, unlawfully, cunningly and/or maliciously move, appropriate and/or transfer the monies and assets derived from the revenue and business of D2 to agents, representatives and/or proxies of D3, including but not limited to D4, D5, D14, D15 and/or D16 and other entities under the direct or indirect control of D3, including but not limited to D6, D7, D8, D9, D10, D11, D12, D13, D17, D18 and/or D19. D2, D3 and/or D4 have successfully secured a RM 4 million financial assistance from Perbadanan Usahawan Nasional Berhad using an Open charge from Public Bank on D1

The plaintiff also contends that the representations made by D3 that he was unable to settle the balance purchase price in the sum of RM 3,532,000 owed to the plaintiff because he and D2 had no funds are false.

The evidence shows that D2, D3 and/or D4 have successfully secured a RM 4 million financial assistance from Perbadanan Usahawan Nasional Berhad (Registration no. 199101010745 (221057-V)) under a Tawarruq Facility Agreement through a charge created on 15-05-2024 and a financing facility through an open charge on the assets of D1 from Public Bank Berhad through a Certificate of Registration of Charge dated 05-08-2022. [See paragraphs 44.15 to 44.19 of the Affidavit in Support at PDF pages 89 to 94 of Enclosure 5]. [A copy of the D1’s particulars of charges showing the receipt of financing can be seen on PDF pages 237 to 239 of the Affidavit in Enclosure 7 at Exhibit TYH 15].

These monies were never used to pay the plaintiff the balance purchase price. Suit filed

Consequently, the plaintiff filed this suit against the nineteen defendants on 05-02-2025 and applied for a mareva injunction. Mareva allowed

On 11-03-2025 I had allowed the mareva application against only the 1st to 4th, 6th and 14th defendants. The sealed order can be seen in Enclosure 68.

As mentioned above, the 3rd and 14th defendants have appealed to the Court of Appeal. The 1st, 2nd, 4th and 6th defendants did not file any appeal. Plaintiff’s Contentions

The plaintiff contends the 3rd defendant is the mastermind behind the whole scheme to defraud him.

In the Statement of Claim, the plaintiff has pleaded these causes of action: i. Actual and/or Equitable Fraud and/or Fraudulent Misrepresentation; ii. Breach of Fiduciary Duty; and iii. Tort of Conspiracy or Dishonest Assistance.

The plaintiff contends that D2 and D3 had failed to pay the balance purchase price in the sum of RM 3,532,000 to him for the sale of D1 to them. The plaintiff further contends that D3 had deliberately misrepresented to him that he had no monies to pay and asked for time to pay.

Meanwhile D2, D3 and/or D4 had made use of the assets of D1 to successfully secured a RM 4 million financial assistance from Perbadanan Usahawan Nasional Berhad under a Tawarruq Facility Agreement through a charge created on 15-05-2024 and a financing facility through an open charge on the assets of D1 from Public Bank Berhad through a Certificate of Registration of Charge dated 05-08-2022.

Despite receiving this RM 4 million, D2 and D3 had failed to pay to the plaintiff the balance purchase price in the sum of RM 3,532,000.

The plaintiff also contends that D2, who is the party to the Share Sale Agreement, has wrongfully failed to file any audited financial statement with SSM since 2019. [See PDF page 209 of the plaintiff’s Affidavit in Support in Enclosure 5 (TAB 4).

The plaintiff further contends that D2 and/or D3 have wrongfully transferred all of D2’s shares in D1 to D4 with a view to moving away all assets of D2 from the reach of the plaintiff.

Lastly, the plaintiff alleges that – i. The plaintiff had taken steps to uncover D2 and/or D3’s acts of concealment and/or evasion of their legal obligations and has discovered that D3 has been making wrongful and malicious efforts to siphon away the monies obtained by D2 and/or D1 through various entities controlled by D3 either directly by himself and/or indirectly through his agents, employees, servants, representatives and/or proxies; ii. D2’s registered address and business address are the same as those of D6, D7 and D8; D2’s business address is identical to those of D11 and D13. Hence, D3 has used D6, D7, D8, D11 and D13 to run the same or similar business in the same premises. iii. The plaintiff believes that the monies, or part thereof, have been siphoned to wrongfully and illegally fund the business ventures of D8, D9, D17, D18 and/or D19. They are involved in the manufacturing, distribution, sale, service and/or assembling electric vehicles and other types of cars. [See Enclosure 7 of the (TAB 16) plaintiff’s Affidavit in Support for a copy of the corporate structure and NETA web page PDF pages 246 to 258 of Volume 2]. D15 applied to strike out the plaintiff’s claim against him pursuant to Order 18 rule 19 of the Rules of Court 2012. [Enclosure 142]

On 21-07-2025 D15 applied to strike out the plaintiff’s claim against him pursuant to Order 18 rule 19 of the Rules of Court

[Enclosure142].

The plaintiff resisted the application.

Relevant pleadings filed by parties are-i. Writ of Summons dated 12-01-2024 (Enclosure 1); ii. Statement of Claim dated 12-01-2025 (Enclosure 2); iii. Amended Statement of Claim dated 07-04-2025 (Enclosure 72); iv. The Defence (Except the 9th defendant) dated 03-03-2025 (Enclosure 35); v. Notice to use affidavit dated 09-09-2025 filed by the plaintiff [Enclosure 171] D15’s contentions

D15 contends this is a suitable case for disposal by striking out despite disputed affidavit evidence and allegations of fraud - i. on the ground of failure to plead the particulars of fraud; ii. on the ground D15 cannot be held liable for the breach of contract between the plaintiff and D2 as D15 or his companies have no privity to the said contract. Plaintiff’s contentions

The plaintiff contends there is inordinate delay in the filing of the striking out application.

The plaintiff also contends particulars of fraud had been pleaded, the claim is not based on breach of contract and this is not a suitable case for disposal by striking out based on disputed affidavit evidence and allegations of fraud as-i. D15 is an agent, representative and/or proxy of D2 and/or D3. It is through the shares and/or directorships held by D15 in D6 and D12 that D2 and/or D3 utilised D6 and/or D12 to perpetrate actual and/or equitable fraud against the plaintiff; [See paragraph 42.34 of the Amended SOC]; ii. D3 has orchestrated various tactical manoeuvres to shift the business operation of D2 to D15, who acts as the agent, representative and/or proxy of D3. [See paragraph 42.8 of the Amended SOC]; iii. D15 has conspired with the other defendants to defraud and cheat the plaintiff off the plaintiff’s shares in the 1st defendant; [See paragraph 43 of the Amended SOC]; iv. D15 became entangled and involved in the actual and/or equitable fraud perpetrated by the 2nd, 3rd and/or 4th defendants. [See paragraph 45 of the Amended SOC]; v. D15 and the other defendants should be perceived and seen as a single economic unit as the relationships between D15 and the other defendants are so intertwined that they should be treated as a single economic entity to reflect the economic and commercial realities of the whole situation. [See paragraph 47 of the Amended SOC]; and vi. D15 has been unjustly enriched by virtue of the illegal and/or wrongful ownership of D1 and D2 and/or D3’s failure, neglect and/or refusal to make payment for the balance purchase price. [See paragraph 55 of the Amended SOC]. Issues

The issues are as follows-i. Is inordinate delay in the filing of a striking out application a ground to refuse the application? ii. Is there a failure by the plaintiff to plead the particulars of fraud? and iii. Can D15 contend he cannot be held liable for the breach of contract between the plaintiff and D2 as D15 or his companies have no privity to the said contract?

I begin with the law on striking out. Law on striking out

The law on striking out a suit or pleading under Order 18 rule 19 of the Rules of Court 2012 is trite and well settled. It is only in plain and obvious cases that recourse should be had to the summary process to strike out. This summary procedure can 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 or a defence. The court must be satisfied that there is no reasonable cause of action or that the claims are frivolous or vexatious or that the defences raised are not arguable. [See Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 3 MLJ 36 SC].

I now consider the three issues in this application. Issue 1 - Is inordinate delay in the filing of a striking out application a ground to refuse the application? Law

In Bank Bumiputra (M) Bhd. & Anor. v Lorrain Esme Osman & Another Case [1987] CLJ Rep 472 [1987] 1 CLJ 572 HC, Zakaria Yatim J held that: - Mr. T. Thomas, Counsel for the plaintiffs submitted that Lorrain’s applications in both civil suits to strike out the writs and statements of claim and for stay of proceedings were not made promptly. He said that there was considerable delay in filing the said applications. He urged the Court that on this ground alone the applications should be dismissed. … The rules does not specify a time limit during which a party may apply to the Court to strike out a pleading. But the application should be made promptly and as a rule before the close of the pleadings. The Court, however, may allow an application to be made even after the pleadings are closed. But such an application must be refused after the action has been set down for trial. See The Supreme Court Practice 1985, Vol. 1, p. 304. Lorrain’s present application to strike out the writ of summons in C138 must be refused as the case was set down for trial on two occasions. [Emphasis added] Application to facts

This suit was filed on 12-01-2024. The application to strike out was only filed on 21-07-2025. In between, as I had mentioned earlier I had heard a heavily contested mareva injunction, delivered my decision and there is a pending appeal to the Court of Appeal. Parties had also done the necessary to set the matter down for trial which will commence on 24-07-2026.

In my view there is inordinate delay in the filing of the striking out application. No explanation for the delay was offered by D15.

The time has come for the court to come down hard on counsel not to take his own sweet time to file a striking out application, to file late for tactical reasons or to delay a trial.

On the ground of inordinate delay alone, I shall dismiss this striking out application filed by D15.

For completeness, I shall move to the other issues. Issue 2 - Is there a failure by the plaintiff to plead the particulars of fraud? Law

Order 18 rule 12[1][a] Rules of Court 2012 only requires necessary particulars of fraud to be pleaded.

Evidence of fraud need not be pleaded.

The Court should not take a too technical approach to strike out a suit for deficiency in the particulars of fraud pleaded. A plaintiff is not required to plead exactly the circumstances which led to the fraud perpetrated by a defendant. [See Pet Eastern (M) Sdn Bhd v Tay Young Huat & Ors [1999] 5 MLJ 558 HC, at 570 and 571, per Abdul Malik Ishak J followed by Ranjeet Singh Sidhu v Zavarco PLC [2015] MLJU 638 HC, per Wong Kian Kheong JC].

In Ranjeet Singh Sidhu v Zavarco PLC [2015] MLJU 638 HC, Wong Kian Kheong JC said- [57] I am not persuaded to strike out This Suit on the technical ground that the SOC is defective in respect of pleadings against the Defendant Lawyers. My reasons are as follows:

paragraph 96 SOC has alleged that the Defendant Lawyers have knowingly assisted and/or participated to carry out and/or executed the Alleged Conspiracy (pleaded in paragraphs 12, 13, 79 to 82, 92 to 95, 98 and 99 SOC). In my view, these paragraphs in SOC against the Defendant Lawyers are sufficient to comply with Order 18 rule 12(1)(a) and (b) RC;

in Pet Eastern (M) Sdn Bhd v Tay Young Huat & Ors [1999] 5 MLJ 558, at 570 and 571, Abdul Malik Ishak J … held … as follows — The issues of the day and which called for deliberation are two folds:

whether the plaintiff was required to plead exactly the circumstances which led to the second defendant having knowledge of the fraud perpetrated by the first defendant; … The first issue In regard to the first issue, … learned counsel for the plaintiff, rightly argued rather eloquently that it would be next to impossible for any person in the plaintiff’s position to be able to give details of information within the personal knowledge of the second defendant which would give rise to a constructive trust. Indeed, the plaintiff could not even venture a conjecture on the kind of knowledge which the defendant had as the ‘state of a man’s mind would be as much a fact as the state of his indigestion’. Evidence of this nature can only be elicited at a trial by viva voce evidence where witnesses for the respective parties would be able to testify to their hearts’ content. Clearly, it would be a denial of justice if the plaintiff was not permitted to adduce evidence at the trial proper. The paramount function and duty of the courts would be to see that justice is done in all cases to all parties. … (emphasis added). Pet Eastern (M) Sdn Bhd, in my view, illustrates the importance of not over-emphasising the importance of pleading at the expense of justice. As explained above, with the introduction of Order 1A and Order 2 rule 1(2) RC, the court “shall have regard to the overriding interest of justice and not only to the technical non-compliance with” Order 18 rule 12(1)(a) and (b) RC. [Emphasis added]

I agree wholeheartedly with the principles of law set out by Justice Abdul Malik Ishak and Justice Wong Kian Kheong. Application to facts

I am of the view the plaintiff had pleaded the necessary particulars of fraud against D15 and the rest of the defendants such that there can be no issue D15 does not know the case against him. In the Amended SOC the plaintiff had pleaded-i. D15 is an agent, representative and/or proxy of D2 and/or D3. It is through the shares and/or directorships held by D15 in D6 and D12 that D2 and/or D3 utilised D6 and/or D12 to perpetrate actual and/or equitable fraud against the plaintiff; [See paragraph 42.34 of the Amended SOC]; ii. D3 has orchestrated various tactical manoeuvres to shift the business operation of D2 to D15, who acts as the agent, representative and/or proxy of D3. [See paragraph 42.8 of the Amended SOC]; iii. D15 has conspired with the other defendants to defraud and cheat the plaintiff off the plaintiff’s shares in the 1st defendant; [See paragraph 43 of the Amended SOC]; iv. D15 became entangled and involved in the actual and/or equitable fraud perpetrated by the 2nd, 3rd and/or 4thdefendants. [see paragraph 45 of the Amended SOC]; v. D15 and the other defendants should be perceived and seen as a single economic unit as the relationships between D15 and the other defendants are so intertwined that they should be treated as a single economic entity to reflect the economic and commercial realities of the whole situation. [See paragraph 47 of the Amended SOC]; and vi. D15 has been unjustly enriched by virtue of the illegal and/or wrongful ownership of D1 and D2 and/or D3’s failure, neglect and/or refusal to make payment for the balance purchase price. [see paragraph 55 of the Amended SOC].

The plaintiff had also pleaded the following facts against D15- i. D15 is known as “Dato’ SM Shalahuddin”. He is a director and shareholder of D12. He is the majority shareholder of D6 (51%). ii. D6/Go Auto Services Sdn Bhd is a private limited company with a business address at No. 4, Jalan Pengarah U1/29, HICOM Glenmarie Industry Park, 40000 Shah Alam, Selangor. D6 is a shareholder in D2. D6 uses the same business address as D2. iii. D3 is the mastermind behind the whole scheme to defraud the plaintiff. D3 used D2 as his corporate vehicle to buy D1 from the plaintiff. iv. D3 and D15 are directors and shareholders of D6.

The facts above are sufficient compliance with Order 18 rule 12 2012.

I now move to issue 3. Issue 3 - Can D15 contend he cannot be held liable for the breach of contract between the plaintiff and D2 as D15 or his companies have no privity to the said contract?

D15’s contention is misconceived. It shows a fundamental misunderstanding of the law of fraud on the part of counsel.

The plaintiff is not relying on a breach of contract to sue D15.

The plaintiff is suing D15 for fraud. A separate legal personality or corporate personality "will not necessarily apply" if the dealings of persons natural or artificial are not honest or if the corporate personality is abused. Fraud unravels everything. [See Ong Leong Chiou & Anor v Keller (M) Sdn Bhd & Or [2021] 4 MLRA 211 FC; [2021] 3 MLJ 622, FC].

The Federal Court in Ong Leong Chiou & Anor v Keller (M) Sdn Bhd & Or [2021] 4 MLRA 211 FC; [2021] 3 MLJ 622, FC had said- [43] Lord Sumption, while embracing the juridical basis for, and the concept of a separate legal personality, accepted that the strict confines of the corporate personality "will not necessarily apply" if the dealings of persons natural or artificial are not honest or if the corporate personality is abused (see p 18) He reiterated and affirmed Denning LJ ‘s famous statement in Lazarus Estates v. Beasley [1956] 1 All ER 341 (‘Lazarus v. Beasley‘) at 345: "... No court in this land will allow a person to keep an advantage which he has obtained by fraud. No judgment of a court, no order of a Minister can be allowed to stand if it has been obtained by fraud. Fraud unravels everything. The court is careful not to find fraud unless it is distinctly pleaded and proved; but once it is proved, it vitiates judgments, contracts and all transactions whatsoever..." […] [91] As is the case in the United Kingdom, it is an accepted position in law in Malaysia that the court will lift the corporate veil if a company was set up for fraudulent purposes. The ‘fraud unravels all’ principle expounded in Lazarus v Beasley is applied… […] … [97] In Law Kam Loy And Anor v Boltex Sdn Bhd And Others [2005] MLJU 225, CA, the Court of Appeal also said – In Sunrise Sdn Bhd v First Profile (M) Sdn Bhd [1996] 3 MLJ 533. Chong Siew Fai (CJ, Sabah & Sarawak) said that in – "cases where there are signs of separate personalities of companies being used to enable persons to evade their contractual obligations or duties, the court would disregard the notional separateness of the companies." [Emphasis added]”

Issue 3 is ruled in favour of the plaintiff.

For the reasons above, I dismiss the application to strike out filed by D15 with costs of RM 5,000 to the plaintiff subject to allocatur. Dated: 07th January 2025 ………(signed)………… Leong Wai Hong Judge High Court of Malaya Kuala Lumpur (NCC 6) Counsel for plaintiff: Theng Kai Chi and Tan Gee Ang. Ling & Theng Book (Petaling Jaya) Counsel for 2nd, 3rd, 4th, 5th, 6th, 7th, 8th, 10th, 11th, 12th, 13th, 14th, 16th,17th, 18th and 19th defendants: Farhanna Roslan and Wan Nurliyana. Wan Nurliyana & Farhanna (Kuala Lumpur) Counsel for 15th defendant: Abd Shukor bin Tokachil and Nur Sakinah (Pupil in Chamber). Shukor & Associates (Simpang Renggam) CASES REFERRED TO: 1) Bandar Builder Sdn Bhd & Ors v United Malayan Banking Corporation Bhd [1993] 3 MLJ 36 SC. 2) Bank Bumiputra (M) Bhd. & Anor. v Lorrain Esme Osman & Another Case [1987] CLJ Rep 472 [1987] 1 CLJ 572 HC. 3) Law Kam Loy And Anor v Boltex Sdn Bhd And Others [2005] MLJU 225, CA. 4) Lazarus Estates v. Beasley [1956] 1 All ER 341. 5) Ong Leong Chiou & Anor v Keller (M) Sdn Bhd & Or [2021] 4 MLRA 211 FC; [2021] 3 MLJ 622, FC. 6) Pet Eastern (M) Sdn Bhd v Tay Young Huat & Ors [1999] 5 MLJ 558 HC. 7) Ranjeet Singh Sidhu v Zavarco PLC [2015] MLJU 638 HC. 8) Sunrise Sdn Bhd v First Profile (M) Sdn Bhd [1996] 3 MLJ 533. 9) Teo Yun Hock v Autohome Motor Sdn Bhd & Ors [2025] MLJU 1585 HC. LEGISLATION REFERRED TO: 1) Rules of Court 2012, Order 18 rule 12[1][a], Order 18 rule 19.