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2025 MarsdenLR 3232
HIGH COURT MALAYA KUALA LUMPUR
DATIN SRI AIDARAHMI ISMAIL – Appellant
Versus
ACE CREDIT (M) SDN BHD & ORS – Respondent
[Civil Suit No: WA-22NCC-587-08/2023]
Important Points
Subject
Contract Law - Investment Agreements
Act Referred
Contracts Act 1950: S.79, S.80
Insolvency Act 1967: S.5
Evidence Act 1950: S.102
Headnote
(B) Guarantee - The Second and Third Defendants provided guarantees for the First Defendant's obligations under the Investment Agreements. Court ruled they were liable as guarantors for the amounts owed. (Paras 59-78)
(C) Counterclaim - The Defendants' counterclaim alleging the agreements were void was dismissed. (Paras 86-90)
| Table of Content |
|---|
| 1. investment agreements and their terms. (Para 1 , 2 , 3) |
| 2. differences in investment agreements. (Para 4 , 5 , 6) |
| 3. notice of defaults issued by the plaintiff. (Para 7 , 8 , 9) |
| 4. plaintiff's claims of non-compliance. (Para 10 , 11) |
| 5. defendants' responses and assurances. (Para 12 , 13) |
| 6. defendants' counterarguments. (Para 14 , 15 , 16) |
| 7. court's decision-making process. (Para 17 , 18 , 19 , 20) |
| 8. interpretation of contractual terms. (Para 21 , 22 , 23 , 24 , 25) |
| 9. obligations under investment agreements. (Para 26 , 27 , 28 , 29 , 30) |
| 10. ambiguity in contract terms. (Para 31 , 32 , 33 , 34 , 35) |
| 11. defendants' liability and defenses. (Para 36 , 37 , 38 , 39 , 40) |
| 12. business of moneylending and legal implications. (Para 41 , 42 , 43 , 44) |
| 13. rebuttal of moneylending presumption. (Para 45 , 46 , 47 , 48) |
| 14. nature of the agreements. (Para 49 , 50 , 51 , 52) |
| 15. equity and contract enforceability. (Para 53 , 54 , 55 , 56) |
| 16. guarantee obligations of the defendants. (Para 57 , 58 , 59 , 60) |
| 17. defendants' arguments regarding guarantee. (Para 61 , 62 , 63 , 64) |
| 18. liability of guarantors. (Para 65 , 66 , 67 , 68) |
| 19. court's interpretation of guarantees. (Para 69 , 70 , 71 , 72 , 73) |
| 20. final ruling on liability. (Para 74 , 75 , 76 , 77) |
| 21. assessment of evidence. (Para 78 , 79 , 80 , 81) |
| 22. dismissal of counterclaim. (Para 82 , 83 , 84 , 85 , 86) |
| 23. court's final orders. (Para 87 , 88 , 89) |
A. Introduction
[1] This is one of many cases where the Defendants have been sued concerning the Investment Agreements entered between various individuals, the First Defendant and in some cases allegedly guaranteed by the Second and Third Defendants.
B. Background Facts
[2] The Plaintiff and the First Defendant did enter into the following agreements:
[3] Material terms of the said Investment Agreements are as follows:
Section 1.01 Definitions
"Events of Default"
Means any of those events or state-of affairs specified in s 8.01 hereof;
"Investment Date"
Means the date which the Company received the whole of the Investment Sum from the Investor;
"Investment Redemption Sum"
Means the Investment Sum and the outstanding Investment Target Return, if any, payable to the Investor upon Maturity Date;
"Investment Sum"
Means Ringgit Malaysia 20,000,000;
"Investment Target Return"
Means the investment target return of Eighteen percent (18 %) per annum on the Investment Sum calculated on a daily basis from the Investment Date until the Maturity Date;
"Maturity Date"
Means a day falling immediately before the fifth (5th) anniversary from the Investment Date or such other date as may be mutually agreed by the parties provided that such other date shall be after the third (3rd) anniversary from the Investment Date;
Section 2 .01 The Investment and No Solicitation
A. In consideration of and subject always to the Investor paving the Investment Sum to the Company in the manner as stipulated in s 2.02 below, the Company agrees to pay the Investor the Investment Target Return within fourteen (14) Business Days from December 31 during the Tenure of the Investment, subject to the terms and conditions herein contained in this Agreement.
B. For the avoidance of doubt, the Investor acknowledges and agrees that at no time did the Company solicit the Investment from the Investor and the Investor is entering into this Agreement by its own accord and willingness without any promotion or solicitation by the Company.
Section 2 .03 Returns of the Investment
A. In consideration of the Investor paying the Investment Sum, the Company hereby agreeste to pay to the Investor the Investment Redemption Sum aturity Date.
B. Where payment is due to be made pursuant to the provisions of this Agreement hereof on a day which is not Business Day, the due date for such payment shall be extended to the next following Business Day provided that if the ne)t following Business Day falls in another calendar month such payment should be effected bn the Business Day preceding th
