MALAYSIA DEBT VENTURES BERHAD v 1. ) PLATINUM TECHSOLVE SDN BHD 2. ) GRAPHENE NANOCHEM PLC 3. ) JESPAL SINGH DEOL A/L BALBIR SINGH @ MUHAMMAD IMRAN BIN ABDULLAH 4. ) SUSHIL SINGH SIDHU A/L JOGINDER SINGH 5. ) ANBANANTHAN A/L SHANMUGAM
wa-22m-300-07-2018 High Court (Mahkamah Tinggi) 18 December 2025 • WA-22M-300-07/2018 • 180 min read
49 cases cited
(4 SG, 45 foreign)
Catchwords
BANKING AND FINANCE LAW: Islamic financing – Murabahah revolving credit facility – Drawdown process and utilisation of disbursements – Whether disbursements made pursuant to utilisation notices were misutilised outside the stated contractual purpose – Restructuring of non-performing Islamic financing facility into non-revolving project financing facility – Novation of borrower's repayment obligations to successor obligor – Whether novating party retained liability for breaches committed prior to effective date of novation CONTRACT LAW: Compromise and settlement – Whether exchange of correspondence between creditor and debtor constituted a valid and binding compromise – Test for formation of compromise as species of contract: offer, acceptance, consideration, certainty of terms, intention to create legal relations – Objective test for determining whether parties intended to be bound by correspondence – Whether conditional language "agreeable to consider" subject to conditions precedent negated binding contractual effect – Whether general reservation clause preserving right to impose further terms prevented formation of concluded agreement – Whether execution of formal settlement agreement was a substantive contractual requirement or a mere formality – Whether conditions precedent unfulfilled – Whether inability of party to fulfil conditions precedent by reason of its own failure to retain nominated adviser rendered proposal incapable of performance and as having lapsed – Whether delisting from stock exchange rendered debt-to-equity conversion proposal commercially unviable – Prevention principle: whether creditor was precluded from relying on non-fulfilment of conditions precedent on account of its own conduct CONTRACT LAW: Guarantee – Corporate and personal guarantee liability under restructured and novated financing facility – Whether liability of guarantors extinguished by alleged compromise between creditor and principal debtor – Whether novation of principal obligations affected continuing liability of guarantors – Whether outstanding sum proved by certification clause in facility documents TORT: Conspiracy by unlawful means – Essential elements of tort: agreement or combination, intention to injure, unlawful means, and actual damage – Whether express or tacit agreement among alleged conspirators to injure plaintiff established – Whether requisite intention to injure plaintiff as an end in itself or as a means to an end proved – Whether injury to plaintiff need not be the sole or predominant purpose where unlawful means are employed – Whether contract "washouts" involving cancellation of commodity sales contracts constituted unlawful means – Whether commodity contract cancellations consistent with recognised palm oil industry practice (washout or circle mechanism) amounted to unlawful means – Whether contractual non-compliance with financing facility terms of itself constitutes unlawful means – Whether actual damage caused by alleged conspiracy was proved and distinguished from outstanding indebtedness under financing facility – Personal liability of directors for alleged participation in conspiracy – Whether directorial capacity and seniority without direct evidence of participation sufficient to establish membership of conspiracy TORT: Fraud and deceit – Essential elements of tort: false representation, knowledge of falsity or recklessness as to truth, intention to induce reliance, reliance, and damage – Whether utilisation documents submitted in support of drawdown requests constituted representations that disbursements were to be applied to stated purpose – Whether representations were made with knowledge of falsity or recklessly as to truth at the time each representation was made – Standard of proof for fraud allegation: clear and cogent evidence proportionate to the gravity of the allegation – Whether
Judges (1)
Counsel (9)
Lavania & Balan Chambers Firm Lee Hishammuddin Allen & Gledhill Firm Afiqah Aina Zakirah Counsel Defendant Chia Oh Sheng Counsel Plaintiff Kelly Soo Jia Qi Counsel Plaintiff Kumar Kanagasingam Counsel Plaintiff Mavin Thillainathan Counsel Defendant Sasithra Avadiar Counsel Plaintiff Wong Han Wey Counsel Plaintiff
Statutes Cited
Contracts Act 1950 (Cap 136)
Cases Cited (49)
SG (3)
[2009] SGCA 3 [2011] SGHC 273 [2016] SGHC 186
SLR (1)
[2002] 3 SLR 488
UK (12)
[1941] 2 All ER 205 [1947] AC 42 [1992] 1 AC 448 [1996] AC 514 [2008] 1 AC 1 [2010] 1 WLR 753 [2010] UKSC 14 [2012] EWHC 3162 [2020] AC 727 [2022] EWCA Civ 1667 [2024] EWCA Civ 833 [2025] KB 311
MY (33)
[1968] 1 MLJ 39 [1981] 1 MLJ 282 [1989] 3 MLJ 360 [1991] 3 CLJ 2960 [1994] 1 MLJ 108 [1995] 3 MLJ 331 [1998] 2 MLJ 350 [1998] 2 MLJ 425 [2001] 2 CLJ 474 [2006] 3 CLJ 544 [2006] 5 CLJ 459 [2007] 1 CLJ 498 [2009] 7 MLJ 781 [2010] 5 MLJ 394 [2010] 7 CLJ 359 [2015] 2 MLJ 24 [2015] 5 MLJ 1 [2015] 6 MLJ 310 [2016] 3 MLJ 797 [2018] 7 CLJ 1 [2018] MLJU 1650 [2019] 1 CLJ 461 [2019] MLJU 1359 [2020] 5 MLJ 630 [2020] 7 CLJ 19 [2020] MLJU 2086 [2020] MLJU 847 [2021] 5 MLJ 253 [2022] 12 MLJ 396 [2022] 5 MLJ 393 [2023] MLJU 3434 [2023] MLJU 875 [2024] 3 MLJ 223
Judgment
Read the full judgment on the official Malaysia Courts portal.
Read on eJudgmentSource: eJudgment (wa-22m-300-07-2018)