1. ) JAFFA ROGER DAWKINS 2. ) RABIATUL ADAWIYYAH BINTI MOHMAD 3. ) HARRIS LUQMAN GROUP SDN BHD v PELORUS HOLDING SDN. BHD.
b-02ncvcw-2336-12-2022 Court of Appeal (Mahkamah Rayuan) 11 December 2024 • B-02(NCvC)(W)-2336-12/2022 • 16 min read
4 cases cited
(0 SG, 4 foreign)
Catchwords
The appeal concerns several monetary claims arising from a Joint Venture (JV) Agreement between the respondent and the first and second appellants. The High Court mostly ruled in favour of the respondent, holding that the first and second appellants were bound by the personal guarantee, liable for the sums advanced, and had breached the JV agreement by diverting company funds. The appellants now appeal, raising three main issues: (i) whether the respondent had locus standi, (ii) whether the personal guarantee was valid, and (iii) whether the findings on fund diversion and other sums were wrong in law or fact. Court’s Decision: (i) Personal Guarantee (RM1,000,000) — Valid and enforceable. Appeal dismissed. (ii) RM516,972.02 loan claim — Not proven. Appeal allowed. (iii) RM1,188,691.94 & RM1,213,060.00 (alleged diversion of JV company funds) — Respondent had no locus standi; only the JV company could sue. Appeal allowed. (iv) Third appellant — No liability; claims set aside. Conclusion: (i) Third appellant’s appeal allowed – All findings and orders against the third appellant are set aside. (ii) First and second appellants’ appeal partly allowed (iii) The following High Court orders are set aside: - Para 2 (RM516,972.02) - Para 3 (RM1,188,691.94) - Para 4 (RM1,213,060.00) - Paragraphs 5 and 7 of the High Court judgment. (iv) Personal guarantee claim upheld - The appeal by the first and second appellants on the personal guarantee is dismissed. (v) Matter remitted to the High Court for assessment of damages payable by the respondent to the third appellant. (vi) Costs – High Court costs reduced from RM100,000.00 to RM50,000.00. Costs of RM50,000.00 awarded for this appeal, subject to allocatur.
Counsel (9)
Dharmen Sivalingam & Partners Firm Hasshahari & Partners Firm Awang Armadajaya Bin Awang Mahmud Counsel Appellant Dharmendran K. Sivalingam Counsel Respondent Fund Yi-Shan Emily Counsel Respondent Hasshahari bin Johari Mawi Counsel Appellant Mohd Rosly Khady bin Mohd Ayub Khan Counsel Appellant Muhajir Waziinie bin Morchseinie Counsel Respondent Muhamad Hafizan Shafuan bin Kamarulzaman Counsel Appellant
Statutes Cited
Evidence Act
s 34
Cases Cited (4)
UK (2)
[1947] AC 484 [1982] 1 All ER 354
MY (2)
[1989] 3 MLJ 360 [2006] 6 MLJ 712
Judgment
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Read on eJudgmentSource: eJudgment (b-02ncvcw-2336-12-2022)