Hamdan Bin Mohamed 1. ) PXCG Capital Sdn Bhd 2. ) Abdul Qayyum Bin Sahimi 3. ) Aminuddin Bin Haji Ahmad Zain

Hamdan Bin Mohamed 1. ) PXCG Capital Sdn Bhd 2. ) Abdul Qayyum Bin Sahimi 3. ) Aminuddin Bin Haji Ahmad Zain

The 3rd Defendant signed Directors' Guarantees and Indemnities which by their clear terms made him jointly and severally liable and a principal debtor/indemnifier; his admissions, part payments, communications and the conduct of the company amounted to ratification under s.65 Companies Act 2016 and estopped him from denying receipt or liability; therefore plaintiff entitled to recover RM2,507,000 under the Consent Judgment.

Citation
WA-22NCC-266-06/2020 (Mahkamah Tinggi)
Parties
Plaintiff: Hamdan bin Mohamed; 1st Defendant: PXCG Capital Sdn Bhd; 2nd Defendant: Abdul Qayyum bin Sahimi; 3rd Defendant: Aminuddin bin Haji Ahmad Zain
Court
High Court
Jurisdiction
Malaysia
Judgment Date
25 October 2023
Case Number
WA-22NCC-266-06/2020 (Mahkamah Tinggi)
Procedural Posture
Commercial Debt Recovery (guarantee/indemnity) / Trial Judgment (grounds of Judgment)
Outcome
Judgment for the Plaintiff against the 3rd Defendant for sums payable under the Consent Judgment dated 25.8.2020
Legal Topics
Directors' Guarantee, Indemnity, Pre Incorporation Contract, Ratification, Estoppel, Directors' Personal Liability, Enforcement of Consent Judgment
Source Language
Malay/English
Commercial Law Contract Law Company Law Directors' Guarantee Indemnity Pre Incorporation Contract Ratification Estoppel +2 more

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Parties

Hamdan bin Mohamed

Plaintiff

PXCG Capital Sdn Bhd

1st Defendant

Abdul Qayyum bin Sahimi

2nd Defendant

Aminuddin bin Haji Ahmad Zain

3rd Defendant

Procedural Posture

Commercial Debt Recovery (guarantee/indemnity) / Trial Judgment (grounds of Judgment)

Legal Issues

  1. 1 Whether the 3rd Defendant is liable as guarantor/indemnifier for sums due under the Agreements and Consent Judgment
  2. 2 Whether payments pre-incorporation or to a third party negate the 3rd Defendant's liability
  3. 3 Whether the transactions were loans or investments and the effect on guarantor liability

Ratio Decidendi

The 3rd Defendant signed Directors' Guarantees and Indemnities which by their clear terms made him jointly and severally liable and a principal debtor/indemnifier; his admissions, part payments, communications and the conduct of the company amounted to ratification under s.65 Companies Act 2016 and estopped him from denying receipt or liability; therefore plaintiff entitled to recover RM2,507,000 under the Consent Judgment.

Court Disposition

Judgment for the Plaintiff against the 3rd Defendant for sums payable under the Consent Judgment dated 25.8.2020

Orders

  • Judgment entered against Aminuddin bin Haji Ahmad Zain (3rd Defendant) for RM2,507,000.00 as ordered in Paragraph D of the Consent Judgment dated 25.8.2020