Malaysia Case Law: Decisions & Judgments

Topic

Due diligence

Legal area

Court

10 Nov 2025

PEMIUTANG PENGHAKIMAN RESORTS WORLD AT SENTOSA PTE LTD PENGHUTANG PENGHAKIMAN WANG HAI

Citation

JA-29NCC-723-11/2022 (Mahkamah Tinggi)
Court

High Court
Case number

JA-29NCC-723-11/2022 (Mahkamah Tinggi)

The substituted service was invalid because the creditor failed to prove due diligence and omitted material contractual facts in an ex parte application, and clause (r) fixed an overseas (China) service address which the creditor could not ignore without seeking leave to serve out of jurisdiction; actual knowledge cannot cure the defective service, therefore the Deputy Senior Registrar correctly set aside the substituted service and that decision is upheld.
22 Apr 2025

AT GLOVE ENGINEERING SDN BHD 1. ) HAI HONG CAPITAL SDN BHD 2. ) P'NG SIM GUAN 3. ) P'NG LAI HENG 4. ) HAI HONG HOLDINGS SDN BHD 5. ) AARON KHOO TENG SOON

Citation

PA-22NCC-12-04/2021 (Mahkamah Tinggi)
Court

High Court
Case number

PA-22NCC-12-04/2021 (Mahkamah Tinggi)

The court held the Plaintiff validly terminated the SSA pursuant to Clause 10.2(f) prior to Completion because material discrepancies revealed by the due diligence constituted breaches/warranty failures within the contract's termination scheme; prior oral representations were inadmissible under the parol evidence rule and the SSA's entire agreement clause; consequently the Defendants must refund the deposit RM687,800 and the part payment/advance RM3,712,200 as stipulated under Clause 10.4(a)(1)(A); Defendants' counterclaim dismissed.
29 Aug 2024

KOPERASI PELABURAN KAKITANGAN BANK MUAMALAT MALAYSIA BERHAD 1. ) MOHAMED NOOR BIN MOHAMED AMIN 2. ) AZAINE BIN MOHAMED (yang beramal di bawah nama dan gaya TETUAN AZAINE & FAKHRUL) 3. ) MOHAMED AMIN BIN OSMAN 4. ) SYUKRINA BINTI MOHAMED AMI

Citation

BA-22NCvC-322-08/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-322-08/2022 (Mahkamah Tinggi)

On the balance of probabilities the Court found Plaintiff proved that RM3,500,000 was paid into Defendant 1's account for the alleged operatorship and that Plaintiff validly cancelled the transaction; Defendant 1 is therefore ordered to repay the net sum of RM3,462,000 to Plaintiff. Claims against Defendant 2 and against Defendants 3 and 4 were not proved and are dismissed; all claims for contribution and indemnity by defendants against each other were dismissed.
29 Aug 2024

KOPERASI PELABURAN KAKITANGAN BANK MUAMALAT MALAYSIA BERHAD 1. ) MOHAMED NOOR BIN MOHAMED AMIN 2. ) AZAINE BIN MOHAMED (yang beramal di bawah nama dan gaya TETUAN AZAINE & FAKHRUL) 3. ) MOHAMED AMIN BIN OSMAN 4. ) SYUKRINA BINTI MOHAMED AMI

Citation

BA-22NCvC-322-08/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-322-08/2022 (Mahkamah Tinggi)

Plaintiff failed to discharge the burden of proof on the balance of probabilities that Defendant 2 owed and breached a fiduciary or legal duty to the Plaintiff or was complicit in fraud; Defendant 2 acted for Defendant 1, returned funds upon dispute, and there was insufficient evidence of collective responsibility with Defendant 1, therefore liability for the unpaid sums lies with Defendant 1 and Plaintiff’s claim against Defendant 2 is dismissed.
18 Jul 2024

VIJAYAN A/L S. CHINNASAMI 1. ) ADVANCED OPTRONICS DEVICES (ASIA) CO. LIMITED 2. ) LU, BRIAN LONG 3. ) GENTRY LOH GUO XIONG 4. ) YUNG SIEW PENG 5. ) CHAY YIN HO 6. ) MOHD HAZMIL BIN ABU BAKAR 7. ) ADVANCED OPTRONIC DEVICES (MALAYSIA) SDN BHD

Citation

W-02(NCC)(W)-1684-09/2022 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(W)-1684-09/2022 (Mahkamah Rayuan)

The Court of Appeal upheld the trial judge's factual findings that the MOU was subject to contract and the SSA was not executed by AODA, that AODA's due diligence disclosed substantial liabilities leading to AODA's settlement of NEC's claims and a consequent settlement arrangement under which shares were transferred; the judge was not plainly wrong in finding no binding contract in terms of the MOU/SSA, rejected misrepresentation and solicitor-retainer claims, and dismissed the appellant's claims and appeal.
25 Sept 2023

Q-DEVELOPMENT SDN BHD 1. ) Mohd Affandi Bin Ahmad 2. ) Aminah Binti Ahmad

Citation

J-02(NCvC)(W)-549-03/2022 (Mahkamah Rayuan)
Court

NCvC
Case number

J-02(NCvC)(W)-549-03/2022 (Mahkamah Rayuan)

The Court affirmed the High Court: the SPAs were valid and the 1st Defendant holds Lots 97 and 716 on constructive trust for the deceased's estate; the 2nd Defendant was an immediate purchaser competing with the estate (not a protected 2nd‑layer purchaser under deferred indefeasibility) and its title is defeasible; the Bank, as chargee relying on the 2nd Defendant's title, failed to prove bona fides and adequate due diligence (no proof of payment, no valuation/site verification) and therefore its charges are defeasible; both appeals were dismissed and High Court judgment affirmed.
13 Sept 2022

RHB BANK BERHAD 1. ) INSTANT ACHIEVEMENT SDN BHD 2. ) YEONG JOO HOCK 3. ) TAN BEE KIM

Citation

JA-22NCC-71-08/2021 (Mahkamah Tinggi)
Court

High Court
Case number

JA-22NCC-71-08/2021 (Mahkamah Tinggi)

The court found the defendants' counter-claim plainly and obviously unsustainable: the bank owed no duty to investigate every progress certificate, the Facilities Agreement allowed waiver of conditions precedent, the certificate of indebtedness was conclusive absent manifest error, and there was no evidence attributing alleged employee misconduct to the bank; accordingly the counter-claim disclosed no reasonable cause of action and was struck out.
12 Aug 2022

VIJAYAN A/L S. CHINNASAMI 1. ) ADVANCED OPTRONICS DEVICES (ASIA) CO. LIMITED 2. ) LU, BRIAN LONG 3. ) GENTRY LOH GUO XIONG 4. ) MESSRS FRANK CH'NG 5. ) YUNG SIEW PENG 6. ) CHAY YIN HO 7. ) MOHD HAZMIL BIN ABU BAKAR 8. ) ADVANCED OPTRONIC DE

Citation

WA-22NCC-146-03/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-146-03/2020 (Mahkamah Tinggi)

The MOU was not a binding contract because it expressly provided it was 'subject to contract' and the parties intended no binding agreement until a formal contract was executed; the SSA was never accepted or signed by AODA and there was no conduct amounting to election to be bound; the shares were transferred pursuant to a separate settlement arrangement (NEC Settlement) and related resignations and appointments, not under the MOU/SSA; the solicitor acted for AODA only and owed no actionable duties to the plaintiff; accordingly all claims by the plaintiff and the counterclaim were dismissed.
18 Mar 2022

ABDUL HALIM BIN MOHAMAD 1. ) Perbadanan Kemajuan Pertanian Negeri Pahang 2. ) XORIX SDN BHD 3. ) Azmy Bin A Hamid

Citation

BA-22NCC-105-09/2021 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCC-105-09/2021 (Mahkamah Tinggi)

The court found there was no concluded contract between the plaintiff and the first defendant because the 17.03.2021 letter was an invitation to treat, the plaintiff's email of interest did not amount to an absolute and unqualified acceptance, the plaintiff never made the required counter-offer or proposal by the deadline, and the SSA did not confer on the plaintiff an enforceable right of first refusal; consequently there was no serious issue to be tried, the balance of convenience favoured the defendants and damages were an adequate remedy; the interlocutory application for injunction was d…
28 Jan 2022

NEXGRAM LAND SDN BHD 1. ) SPACIOUS GLORY SDN BHD 2. ) Lau Tian Kit

Citation

W-02(NCC)(W)-1622-08/2018 (Mahkamah Rayuan)
Court

NCC
Case number

W-02(NCC)(W)-1622-08/2018 (Mahkamah Rayuan)

The Court of Appeal found that material misrepresentations and omissions in the due diligence responses and confirmation statement induced the Appellant to enter the Share Sale Agreement, that the 2nd respondent was personally involved and liable, that the Appellant validly avoided the contract, and that specific performance was inappropriate; accordingly the appeal was allowed, the contract was rescinded, specific performance set aside, special damages of RM52,660.28 awarded and consequential orders made for return of shares and costs.