Sim Keng Siong Lean Kock Kiang Lee Sek Ang Forward Resources & Construction Sdn Bhd

Sim Keng Siong Lean Kock Kiang Lee Sek Ang Forward Resources & Construction Sdn Bhd

On the balance of probabilities the court accepted Lean's evidence (corroborated by contemporaneous messages and documents and witness demeanour) that Sim represented he had majority shareholder support and induced payment of RM2,500,000; that representation amounted to negligent misstatement and, alternatively, the payment constituted money had and received due to total failure of consideration; fraud was not proved; remedies awarded were repayment of RM2,500,000 with interest and an injunction against disclosure of confidential information; other heads (professional fees, aggravated/exemplary damages) were dismissed.

Citation
BA-22NCVC-459-09/2018 (Mahkamah Tinggi)
Parties
Plaintiff (original) / Defendant (counterclaim): SIM KENG SIONG; Defendant (original) / Plaintiff (counterclaim): LEAN KOCK KIANG; Co Defendant: LEE SEK ANG; Co Defendant / Proposed White Knight: FORWARD RESOURCES & CONSTRUCTION SDN BHD
Court
High Court
Jurisdiction
Malaysia
Judgment Date
22 December 2020
Case Number
BA-22NCVC-459-09/2018 (Mahkamah Tinggi)
Procedural Posture
Civil Suit (reverse Take Over Dispute) With Counterclaim / Trial Judgment on Counterclaims (high Court Judgment Delivered 22.12.2020; Grounds Dated 10.02.2021)
Outcome
Counterclaim allowed in part in favour of Lean Kock Kiang; other heads dismissed
Legal Topics
Negligent Misstatement, Fraudulent Misrepresentation, Money Had and Received (failure of Consideration), Reverse Take Over (rto), Confidentiality/injunctions, Damages and Interest
Source Language
Malay/English
Contract Law Tort (misrepresentation) Restitution Corporate/securities Law Injunctions Negligent Misstatement Fraudulent Misrepresentation Money Had and Received (failure of Consideration) +3 more

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Parties

SIM KENG SIONG

Plaintiff (original) / Defendant (counterclaim)

LEAN KOCK KIANG

Defendant (original) / Plaintiff (counterclaim)

LEE SEK ANG

Co Defendant

FORWARD RESOURCES & CONSTRUCTION SDN BHD

Co Defendant / Proposed White Knight

Procedural Posture

Civil Suit (reverse Take Over Dispute) With Counterclaim / Trial Judgment on Counterclaims (high Court Judgment Delivered 22.12.2020; Grounds Dated 10.02.2021)

Legal Issues

  1. 1 Whether Sim represented he had majority shareholder support for the proposed RTO
  2. 2 Whether that representation amounted to negligent misstatement or fraudulent misrepresentation
  3. 3 Whether there was money had and received / total failure of consideration entitling restitution

Ratio Decidendi

On the balance of probabilities the court accepted Lean's evidence (corroborated by contemporaneous messages and documents and witness demeanour) that Sim represented he had majority shareholder support and induced payment of RM2,500,000; that representation amounted to negligent misstatement and, alternatively, the payment constituted money had and received due to total failure of consideration; fraud was not proved; remedies awarded were repayment of RM2,500,000 with interest and an injunction against disclosure of confidential information; other heads (professional fees, aggravated/exemplary damages) were dismissed.

Court Disposition

Counterclaim allowed in part in favour of Lean Kock Kiang; other heads dismissed

Orders

  • Sim Keng Siong shall repay RM2,500,000.00 to Lean Kock Kiang
  • Judgment sum of RM2,500,000.00 shall carry interest at 5% per annum from 28.03.2017 until full realization