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2025 MarsdenLR 1415
HIGH COURT MALAYA KUALA LUMPUR
SARALEANE NATTAYA AZMI – Appellant
Versus
TECHNA-X BERHAD – Respondent
[Suit No: WA-22NCC-22-01/2023]
A party is bound by a signed document acknowledging payment unless fraud is proven; variations to a contract are valid if agreed upon by both parties.
Headnote:(A) Contract Law - Share Purchase Agreement - The Plaintiff claimed RM10,452,000.00 as balance purchase consideration for shares sold to the Defendant, asserting incomplete payment despite acknowledgments of full settlement. The Court found the Plaintiff's claims unmeritorious based on her express confirmations of receipt of payment and the agreed variations to the SPA. (Paras 2, 19, 39, 45)
(B) Acknowledgment of Payment - The Plaintiff acknowledged receipt of payments totaling RM12,500,000.00, thus deeming the SPA fully settled. The court emphasized that a party is bound by a signed document unless fraud is proven. (Paras 21, 29)
(C) Variations to Agreement - The Court ruled that variations to the payment terms were valid and agreed upon by both parties, rejecting the Plaintiff's claim that they were void due to lack of consideration. (Paras 33, 41)
Facts of the case:
The Plaintiff sold shares to the Defendant under a SPA, claiming outstanding payment despite acknowledging receipt of payments totaling RM12,500,000.00. The Defendant produced evidence of payments made through third parties.
Findings of Court:
The Plaintiff's claims were dismissed due to her acknowledgment of full payment and the validity of the variations made to the SPA.
Issues: The main issues involved the acknowledgment of payments by the Plaintiff and the validity of variations to the SPA.
Ratio Decidendi: The court ruled that the Plaintiff's express acknowledgment of payment and the validity of agreed variations to the SPA negated her claims.
Result: Plaintiff's claims dismissed with costs.
| Table of Content |
|---|
| 1. judgment delivered after trial. (Para 1 , 2 , 3) |
| 2. details of the share purchase agreement. (Para 4 , 5 , 6 , 7) |
| 3. defendant's case and arguments. (Para 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16) |
| 4. court's observations on payments and acknowledgments. (Para 17 , 18 , 19 , 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28) |
| 5. legal consequences of signature acknowledgment. (Para 29 , 30) |
| 6. plaintiff's burden of proof. (Para 31 , 32) |
| 7. variations to the share purchase agreement. (Para 33 , 34 , 35 , 36 , 37 , 38) |
| 8. acknowledgment of full payment. (Para 39 , 40 , 41) |
| 9. defendant's alternative contentions rejected. (Para 42 , 43 , 44) |
Introduction
[1] This is a judgment delivered after a full trial.
[2] The Plaintiff's claim was for the sum of RM10,452,000.00 being the balance purchase consideration in respect of the sale of her 10,000,000 shares of one Mbits Digital Sdn Bhd to the Defendant. There were some variations to the terms of the agreement, particularly in relation to the payment terms What was initially a straightforward payment had morphed into payments by or through other third parties. Unfortunately, the parties were unable to provide any clarity to the Court on the actual arrangement reached by the parties in respect of the variations to the payment terms
[3] In the end, this Court was left to determine the disputes based primarily on the express acknowledgments by the Plaintiff that she had received payment constituting full and final settlement of the agreement.
Background Facts
[4] Around 10 February 2021, the Plaintiff and the Defendant entered into a Share Purchase Agreement ("SPA") where the Defendant had agreed to purchase from the Plaintiff 10,000,000 unit of shares of Mbits Digital Sdn Bhd ("Mbits") representing 25% of the total issued and paid up capital of Mbits ("the Shares").
[5] The term for payment of the Shares as provided in cl 3.2 of the SPA stipulates thus:
"Mode of Payment
Subject to the fulfillment of the matters stated in cl 6.2 and Schedule 3 (Completion Obligations) herein, the sum of RM12,500,000.00 (RINGGIT MALAYSIA TWELVE MILLION AND FIVE HUNDRED THOUSANG ONLY) shall be paid within 5 months from the Completion date".
[6] The Plaintiff contended that the Defendant had made only a partial payment of the purchase price leaving an outstanding balance of RM10,452,000.00 (The Plaintiff had orally amended her claim from RM10,602,000.00 to RM10,452,000.00 at the trial).
[7] The Plaintiff contended that the Defendant had failed to settle the balance purchase price of RM10,452,000.00 despite numerous demands to do so.
The Defendant's Case
[8] According to the Defendant, in late 2020, one Mr Lim Chih Li @ Lin Zhili (DW1) was introduced to the Plaintiff by DWI's father-in-law, Tan Sri Lee Kim Yew ("Tan Sri Lee"). Tan Sri Lee's company, Unicorn Legendary Sdn Bhd ("Unicorn Legendary") had already invested in Mbits, being at the material times a 25% shareholder of Mbits amounting to 10,000,000 ordinary shares.
[9] Tan Sri Lee had suggested to DW1 that the Defendant, which was at the time building a business model around digital solutions and technology, to invest in Mbits. Tan Sri Lee's intention was also that Unicorn Legendary could exit from Mbits and recover its investment.
[10] The Plaintiff and her partner, one Hor Chee Leong ("HCL") were enthusiastic about bringing in another investor as she would not only raise more capital but also would have enough capital to buy back Tan Sri Lee's investment held through Unicorn Legendary. In other words, part of the consideration from the sale of the Plaintiff's shares would be used to buy over Unicorn Legendary's Mbits shares.
[11] The Plaintiff represented to the Defendant that Mbits was an established telecommunications and media company that possessed the relevant licenses in the field such as NFP, NSP and CASP licences and that Mbits had a business model in the telecommunication SIM card business via a partnership with Digi called "Get Life" and
