REYMEE BIN MOHAMED HUSSEIN 1. ) NG MIN LIN 2. ) NORTH CUBE SDN BHD PIHAK TERKILAN TAN YEE LING

REYMEE BIN MOHAMED HUSSEIN 1. ) NG MIN LIN 2. ) NORTH CUBE SDN BHD PIHAK TERKILAN TAN YEE LING

The claimant (Reymee) failed to prove on the balance of probabilities the existence of either the alleged pre-Funding Agreement 'business partnership' collateral contract or any post-Funding Agreement collateral contract granting him a 3% share interest; the written Funding Agreement governed the parties' arrangement, lapsed on 31.1.2019 and was not extended or assigned in writing; failures to raise funds did not constitute breach giving rise to damages; injurious falsehood was not established; accordingly both suits were dismissed and costs awarded as stated.

Citation
WA-22NCC-43-01/2021 (Mahkamah Tinggi)
Parties
Plaintiff (suit WA 22 NCC 437 09/2020); Defendant (suit WA 22 NCC 43 01/2021): Ng Min Lin; Plaintiff (suit WA 22 NCC 437 09/2020); Defendant (suit WA 22 NCC 43 01/2021): North Cube Sdn. Bhd.; Defendant (suit WA 22 NCC 437 09/2020); Plaintiff (suit WA 22 NCC 43 01/2021): Reymee bin Mohamed Hussein; Defendant (suit WA 22 NCC 437 09/2020): Wondeux (M) Sdn. Bhd.
Court
High Court
Jurisdiction
Malaysia
Judgment Date
5 January 2023
Case Number
WA-22NCC-43-01/2021 (Mahkamah Tinggi)
Procedural Posture
Commercial Division, High Court of Malaya at Kuala Lumpur (heard Together) / Final Judgment (judgment Dated 3 January 2023)
Outcome
Both suits dismissed (Suit WA-22NCC-437-09/2020 and Suit WA-22NCC-43-01/2021).
Legal Topics
Collateral Contract, Parol Evidence Rule (s 91 & S 92 Evidence Act 1950), Funding Agreement / RCPS Subscription, Specific Performance, Declaratory Relief, Injurious Falsehood / Malicious Falsehood, Assignment of Contractual Rights
Source Language
Malay/English
Contract Evidence Company Law Civil Procedure Torts Collateral Contract Parol Evidence Rule (s 91 & S 92 Evidence Act 1950) Funding Agreement / RCPS Subscription +4 more

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Parties

Ng Min Lin

Plaintiff (suit WA 22 NCC 437 09/2020); Defendant (suit WA 22 NCC 43 01/2021)

North Cube Sdn. Bhd.

Plaintiff (suit WA 22 NCC 437 09/2020); Defendant (suit WA 22 NCC 43 01/2021)

Reymee bin Mohamed Hussein

Defendant (suit WA 22 NCC 437 09/2020); Plaintiff (suit WA 22 NCC 43 01/2021)

Wondeux (M) Sdn. Bhd.

Defendant (suit WA 22 NCC 437 09/2020)

Procedural Posture

Commercial Division, High Court of Malaya at Kuala Lumpur (heard Together) / Final Judgment (judgment Dated 3 January 2023)

Legal Issues

  1. 1 Whether one or more collateral contracts (pre- or post-Funding Agreement) existed between the parties
  2. 2 Whether the Funding Agreement was extended or superseded by a collateral contract
  3. 3 Whether Reymee was entitled to 3% (or 5%/10%) ordinary shares of North Cube

Ratio Decidendi

The claimant (Reymee) failed to prove on the balance of probabilities the existence of either the alleged pre-Funding Agreement 'business partnership' collateral contract or any post-Funding Agreement collateral contract granting him a 3% share interest; the written Funding Agreement governed the parties' arrangement, lapsed on 31.1.2019 and was not extended or assigned in writing; failures to raise funds did not constitute breach giving rise to damages; injurious falsehood was not established; accordingly both suits were dismissed and costs awarded as stated.

Court Disposition

Both suits dismissed (Suit WA-22NCC-437-09/2020 and Suit WA-22NCC-43-01/2021).

Orders

  • Suit WA-22NCC-43-01/2021 dismissed with costs; Reymee to pay Ng Min Lin and North Cube Sdn. Bhd. costs fixed at RM75,000.00 subject to the usual allocator.
  • Suit WA-22NCC-437-09/2020 dismissed; Ng Min Lin and North Cube Sdn. Bhd. to pay Reymee costs fixed at RM15,000.00 subject to the usual allocator.