XXXX v 1. ) ERNST & YOUNG 2. ) XXXX 3. ) SJ ASSET MANAGEMENT SDN BHD

22ncc-431-03-2012 High Court (Mahkamah Tinggi) 27 November 2025 • 22NCC-431-03/2012 • 104 min read
29 cases cited (0 SG, 29 foreign)

Catchwords

TORT: Professional Negligence – Statutory auditor's liability to third-party investors – Duty of care – Pure economic loss – Whether a statutory auditor owes a common law duty of care to third-party investors in a fund management company – Whether sufficient proximity exists between auditor and investors through voluntary assumption of responsibility and actual reliance – Whether passive or indirect reliance on audit reports is sufficient to establish proximity – Whether foreseeability of investor loss, without more, is sufficient to establish a duty of care – Whether an auditor's express disclaimer of third-party responsibility in its audit reports negates any assumption of responsibility to investors – Whether the size and indeterminate composition of a class of potential claimants supports or militates against the imposition of a duty of care – Whether the Caparo three-fold test applies with heightened stringency in cases of pure economic loss – Whether the Australian concept of "vulnerability" ought to be adopted in Malaysia as a basis for establishing proximity in pure economic loss claims – Whether sophisticated investors who had contractual means to verify their investments but elected not to do so can claim vulnerability TORT: Professional Negligence – Standard of care and breach – Auditing standards – Whether the burden of proving breach of the applicable standard of care lies with the plaintiff in professional negligence proceedings – Whether expert evidence on the applicable standard is necessary for a plaintiff to discharge that burden – Whether an expert who did not review the defendant auditor's working papers is competent to assess the adequacy of that auditor's work – Whether an expert applying a self-invented standard rather than Malaysian Approved Standard on Auditing ("MASA") can discharge the plaintiff's burden of proof – Whether the doctrine of res ipsa loquitur applies in cases of professional negligence – Whether failure to detect a sophisticated fraud involving collusion and forged documents constitutes a breach of the auditing standard of care – Whether an expert witness subject to a success fee arrangement retains the independence required under Order 40A of the Rules of Court 2012 – Whether prior regulatory sanctions by a securities regulator are relevant to the credibility and suitability of an expert witness opining on audit standards TORT: Professional Negligence – Causation – Whether the "but for" test is satisfied where plaintiffs invested on the basis of the fund manager's reputation and regulatory licensing, and not in reliance on the auditor's opinions – Whether an intervening fraud perpetrated by the fund manager's management constitutes a novus actus interveniens breaking the causal chain between the auditor's alleged breach and the investors' losses – Whether investors' losses arising from fraudulent misappropriation of client funds fall within the scope of the statutory auditor's duty of care – Applicability of the SAAMCo scope of duty principle to auditor's liability for investor losses – Whether the concurrent failure of multiple regulators and independent parties to detect a sophisticated fraud negates negligence on the part of the auditor STATUTORY DUTY – Private right of action – Whether the Companies Act 1965 and the Securities Industry Act 1983 confer on investors a private cause of action against a statutory auditor for breach of statutory duty – Whether failure to specifically plead the relevant statutory provisions in a breach of statutory duty claim is fatal to that claim – Whether section 174 of the Companies Act 1965 imposes duties on auditors in favour of the company's clients as distinct from its members – Whether section 50 of the SIA, being a contingent whistle-blowing provision engaged only upon the audit

Judges (1)

Counsel (12)

Parties (2)

Statutes Cited

Rules of Court 2012
Securities Commission Act 1993
s 31N

Cases Cited (29)

UK (10)
[1964] AC 465 [1990] 1 AC 831 [1990] 2 AC 605 [1991] AC 191 [1994] 1 WLR 1360 [1994] 3 All ER 129 [1995] 2 AC 207 [1995] 3 WLR 152 [2007] 1 AC 181 [2020] EWHC 1416
MY (19)
[1992] 3 MLJ 777 [2006] 2 CLJ 1 [2008] 2 CLJ 545 [2009] 4 MLJ 610 [2009] 6 CLJ 359 [2013] 1 MLJ 526 [2014] 6 CLJ 269 [2015] 7 CLJ 1008 [2015] 7 CLJ 849 [2015] MLJU 1944 [2015] MLJU 685 [2016] 3 MLJ 227 [2016] MLJU 1873 [2017] 1 MLJ 486 [2017] 10 CLJ 580 [2017] 4 MLJ 207 [2019] 3 CLJ 441 [2023] 3 MLJ 764 [2025] 5 MLJ 290

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (22ncc-431-03-2012)