AJ KASTURI SDN BHD 1. ) PANNIRSELVAM A/L MANNAR 2. ) UZINANI BINTI MOHD SANI 3. ) NG SEE HUA 4. ) NG SOON TEAM 5. ) TEE JEN TONG 6. ) ABLE DYNAMIC TRADING SDN BHD

AJ KASTURI SDN BHD 1. ) PANNIRSELVAM A/L MANNAR 2. ) UZINANI BINTI MOHD SANI 3. ) NG SEE HUA 4. ) NG SOON TEAM 5. ) TEE JEN TONG 6. ) ABLE DYNAMIC TRADING SDN BHD

The court concluded that the cumulative weight of suspicious circumstances (deduction at source consistent with interest, retention of possession, unsigned and fabricated LOPs, patterned quarterly transactions, and single legal representation) established the SPAs were sham devices to disguise illegal moneylending by unlicensed lenders; under the Moneylenders Act 1951 and contract law such arrangements are void and unenforceable; because the Act protects borrowers the Appellants are not in pari delicto and may recover; the High Court's contrary factual findings were plainly wrong, so the appeals are allowed and the matter remitted for assessment of damages.

Citation
B-02(NCvC)(W)-1000-06/2024 (Mahkamah Rayuan)
Parties
Appellant/perayu: MA JOSEPH CAPITAL SDN BHD; Appellant/perayu: AJ KASTURI SDN BHD; Appellant/plaintiff (in Related High Court Suit): EI KIAN SEONG; Respondent/respondent Respondent: PANNIRSELVAM A/L MANNAR; Respondent/respondent Respondent: UZINANI BINTI MOHD SANI; Respondents/other Respondents: Other Respondents (Ng See Hua; Ng Soon Team; Lee Peng Koon; Lee Leong Huat; Eng Soon Team; Teh Hock Chun; Khoo Say Poow; Tee Jen Tong; Able Dynamic Trading Sdn Bhd; others)
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
21 August 2025
Case Number
B-02(NCvC)(W)-1000-06/2024 (Mahkamah Rayuan)
Procedural Posture
Civil Appeals From High Court (mahkamah Rayuan) / Judgment on Appeal Appeals Allowed and Remitted for Assessment of Damages (disposition Delivered)
Outcome
Appeals allowed; High Court decision set aside; SPAs declared sham and illegal moneylending arrangements void and unenforceable; Appellants entitled to relief; issue of damages remitted to High Court; respondents' counterclaims dismissed.
Legal Topics
Sham Transactions, Moneylenders Act 1951, In Pari Delicto / Class Protection, Option to Purchase, Evidence and Document Fabrication, Remedies and Restitution
Source Language
Malay/English
Civil Contract Property Financial Regulation Appeal Sham Transactions Moneylenders Act 1951 In Pari Delicto / Class Protection +3 more

Case Brief

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Parties

MA JOSEPH CAPITAL SDN BHD

Appellant/perayu

AJ KASTURI SDN BHD

Appellant/perayu

EI KIAN SEONG

Appellant/plaintiff (in Related High Court Suit)

PANNIRSELVAM A/L MANNAR

Respondent/respondent Respondent

UZINANI BINTI MOHD SANI

Respondent/respondent Respondent

Other Respondents (Ng See Hua; Ng Soon Team; Lee Peng Koon; Lee Leong Huat; Eng Soon Team; Teh Hock Chun; Khoo Say Poow; Tee Jen Tong; Able Dynamic Trading Sdn Bhd; others)

Respondents/other Respondents

Procedural Posture

Civil Appeals From High Court (mahkamah Rayuan) / Judgment on Appeal Appeals Allowed and Remitted for Assessment of Damages (disposition Delivered)

Legal Issues

  1. 1 Whether the 16 SPAs were sham transactions disguising illegal moneylending
  2. 2 Whether the Letters/Options to Purchase (LOPs) were fabricated or contemporaneous
  3. 3 Whether the doctrine of in pari delicto/ex turpi causa bars the Appellant's claim

Ratio Decidendi

The court concluded that the cumulative weight of suspicious circumstances (deduction at source consistent with interest, retention of possession, unsigned and fabricated LOPs, patterned quarterly transactions, and single legal representation) established the SPAs were sham devices to disguise illegal moneylending by unlicensed lenders; under the Moneylenders Act 1951 and contract law such arrangements are void and unenforceable; because the Act protects borrowers the Appellants are not in pari delicto and may recover; the High Court's contrary factual findings were plainly wrong, so the appeals are allowed and the matter remitted for assessment of damages.

Court Disposition

Appeals allowed; High Court decision set aside; SPAs declared sham and illegal moneylending arrangements void and unenforceable; Appellants entitled to relief; issue of damages remitted to High Court; respondents' counterclaims dismissed.

Orders

  • Allow appeals B-02(NCvC)(W)-994-06/2024, B-02(NCvC)(W)-995-06/2024 and B-02(NCvC)(W)-1000-06/2024
  • Set aside decision of the learned Judicial Commissioner dated 31 May 2024