Yap Yee Hoo v Mujur Zaman Sdn. Bhd. (BA-22NCvC-48-02/2025)

This is the 1st and 2nd Defendants’ application vide Enclosure 18, brought pursuant to Order 18 rule 19(1)(a), (b) and (d) of the Rules of Court 2012, seeking to strike out the Plaintiff’s claim on the grounds that it discloses no reasonable cause of action, is legally unsustainable, and constitutes an abuse of the process of the Court.

The application was heard together with related matters, including the Defendants’ reply submissions in Enclosure 36, after the dismissal of the Plaintiff’s Preliminary Objection. These 02/01/2026 13:50:40 BA-22NCvC-48-02/2025 Kand. 99 S/N sgTJqronz0ywFRhwzSgz5w Grounds of Judgment address Enclosure 18 exclusively, applying settled principles governing striking-out applications.

Having considered the pleadings, affidavits, submissions, and authorities cited by both parties, this Court is satisfied that the Plaintiff’s claim is plainly and obviously unsustainable in law, and that Enclosure 18 ought to be allowed.

The Plaintiff’s claim is founded on several Sale and Purchase Agreements (‘SPAs’) allegedly entered into in January 2012 in respect of a housing development project.

It is not in dispute that:

prior to the execution of the said SPAs, a winding-up petition had already been presented against the 2nd

the development project was never completed and vacant possession was never delivered; and

the present action was only commenced in 2025, more than a decade after the execution of the SPAs.

The Plaintiff seeks, inter alia, declarations relating to the validity of the SPAs and consequential reliefs arising therefrom. S/N sgTJqronz0ywFRhwzSgz5w

The Defendants submit that the Plaintiff’s claim is legally untenable for three principal reasons.

First, the SPAs were executed after the commencement of winding-up proceedings against the 2nd Defendant. By virtue of company law principles, any disposition of property or contractual transaction entered into after the presentation of a winding-up petition is void unless validated by the Court. No validation order was sought or obtained.

Secondly, the Plaintiff’s claim is founded on contract and is clearly time-barred under section 6(1)(a) of the Limitation Act 1953, the cause of action having accrued more than six years before the commencement of this action.

Thirdly, the Plaintiff’s attempt to rely on allegations of fraud and concealment to invoke section 29 of the Limitation Act 1953 is misconceived, as the allegations are vague, unparticularised, and incapable of displacing the statutory limitation bar.

The Defendants rely on authorities including Lian Keow Sdn Bhd (in liquidation) v Overseas Credit Finance (M) Bhd [1988] 2 MLJ 449, Waris Selesa Sdn Bhd v Tradelift Indopalm Industries Sdn Bhd [2020] 3 MLJ 747, and the S/N sgTJqronz0ywFRhwzSgz5w Federal Court decision in Obata-Ambak Holdings Sdn Bhd v Prema Bonanza Sdn Bhd [2024] 5 MLJ 897.

The Plaintiff resists Enclosure 18 on the basis that the SPAs created contractual and equitable rights which cannot be summarily invalidated.

The Plaintiff submits that:

issues relating to the validity of the SPAs, knowledge of winding-up proceedings, and alleged fraud and concealment are fact-sensitive and require a full trial;

limitation is not clear-cut, as time should be postponed under section 29 of the Limitation Act 1953 due to alleged fraudulent concealment; and

striking out would unjustly deprive the Plaintiff of his day in court. ISSUES FOR DETERMINATION

The issues arising for determination in Enclosure 18 are as follows:

whether the SPAs relied upon by the Plaintiff are void and unenforceable by reason of the winding-up proceedings;

whether the Plaintiff’s claim is statutorily time-barred; and

whether the Plaintiff has disclosed any triable issue warranting a full trial. S/N sgTJqronz0ywFRhwzSgz5w THE LAW ON STRIKING OUT

The principles governing striking out under Order 18 rule 19 are well settled. While the power is to be exercised sparingly, the Court must not hesitate to strike out a claim that is plainly unsustainable or bound to fail.

As stated in Bandar Builder Sdn Bhd v United Malayan Banking Corp Bhd [1993] 3 MLJ 36, a claim should be struck out where it is obvious that it cannot succeed, even if all the facts pleaded are assumed to be true.

Where the defect is one of law and incapable of being cured by evidence at trial, it is in the interests of justice to terminate the proceedings at an early stage.

(A) Validity of the SPAs

It is common ground that a winding-up petition had been presented against the 2nd Defendant prior to the execution of the SPAs.

The legal position is clear. In Lian Keow Sdn Bhd (in liquidation) v Overseas Credit Finance (M) Bhd [1988] 2 MLJ 449, the Supreme Court held that any disposition of property made after the commencement of winding up is void unless validated by the Court. S/N sgTJqronz0ywFRhwzSgz5w

This principle was reaffirmed in Waris Selesa Sdn Bhd v Tradelift Indopalm Industries Sdn Bhd [2020] 3 MLJ 747, where the Court emphasised that the object of the provision is to preserve the company’s assets for the benefit of all creditors.

In the present case, no validation order was sought or obtained. The SPAs relied upon by the Plaintiff are therefore void ab initio and incapable of conferring enforceable contractual rights.

This defect goes to the root of the Plaintiff’s claim and cannot be cured by evidence at trial.

(B) Limitation

The Plaintiff’s claim is plainly one founded on contract.

Under section 6(1)(a) of the Limitation Act 1953, an action founded on contract must be brought within six years from the date the cause of action accrued.

The cause of action accrued, at the latest, when vacant possession was due and not delivered. The present action, commenced more than thirteen years after the execution of the SPAs, is therefore prima facie time-barred.

The Plaintiff’s reliance on section 29 of the Limitation Act 1953 is misplaced. Fraud must be specifically pleaded and supported by material particulars. S/N sgTJqronz0ywFRhwzSgz5w

In Chin Kim & Anor v Loh Boon Siew [1970] 1 MLJ 197, the Federal Court held that mere ignorance of one’s rights does not postpone limitation. This principle was reaffirmed by the Federal Court in Obata-Ambak Holdings Sdn Bhd v Prema Bonanza Sdn Bhd [2024] 5 MLJ 897, where it was held that limitation runs from the accrual of the cause of action, not from the date of discovery, absent proven fraud.

In the present case, the Plaintiff’s allegations of fraud and concealment are general in nature and devoid of particulars. They are insufficient to displace the statutory bar.

(C) Absence of Triable Issues

The combined effect of the illegality of the SPAs and the limitation bar renders the Plaintiff’s claim legally hopeless.

No amount of oral evidence at trial can revive a void contract or overcome a statutory limitation bar.

In these circumstances, this Court finds that the Plaintiff’s claim discloses no triable issue warranting a full trial.

This Court is satisfied that the Plaintiff’s claim against the 1st and 2nd Defendants is plainly unsustainable in law, and that allowing it to proceed would serve no useful purpose. S/N sgTJqronz0ywFRhwzSgz5w

Enclosure 18 is therefore meritorious and ought to be allowed.

Accordingly, this Court orders as follows:

Enclosure 18 is allowed;

the Plaintiff’s claim against the 1st and 2nd Defendants is struck out;

Enclosure 36 is taken into account as supporting submissions; and

costs of RM3000 on Enclosure 18 are awarded to the 1st and 2nd Defendants. Dated this 30th December 2025 -sgd- ………………………………….. Datin Asmah binti Musa Pesuruhjaya Kehakiman Mahkamah Tinggi Malaya Mahkamah Tinggi Shah Alam S/N sgTJqronz0ywFRhwzSgz5w Counsel for Plaintiff : Mr. Rajakumaran Muthusamy (Ms. Magdaline Gomez with him) Messrs. Ram Yogan Sivam Counsel for : Mr. B Thangaraj (Ms. M. Nalani with him) First and Second Messrs. Thangaraj & Associates Defendant S/N sgTJqronz0ywFRhwzSgz5w