A. Introduction

[1] This is a judgment after the trial of a claim (This Suit) based on:-

(a) breach of contract;

(b) total failure of consideration; and/or

(c) unjust enrichment

(3 Causes of Action).

[2] The interesting feature of this case is that the plaintiff (Plaintiff) obtained a judgment in default against the second defendant (2nd Defendant) and the 2nd Defendant testified as a witness for the Plaintiff against the first defendant company (1st Defendant) and third defendants (3rd Defendant). Ironically, the 1st and 3rd Defendants subpoenaed the 2nd Defendant's wife, Ms Sara Tsoi Shoi San (SD1) to give evidence for the 1st and 3rd Defendants!

B. Parties

[3] The Plaintiff is an individual who is a businessman.

[4] The 1st Defendant is a private limited company which is involved in the business of renting out fully renovated and outfitted office units known as "SOVO" (small office virtual office) (SOVO). At the material time, the 1st Defendant had 99,996 shares, of which:-

(a) the 2nd Defendant owned 39,998; and

(b) the 3rd Defendant had the majority shareholding of 59,998;

[5] The 2nd Defendant is an individual who was a director of the 1st Defendant at the time of the transactions which were the subject matter of This Suit.

[6] The 3rd Defendant is the majority shareholder of the 1st Defendant (by virtue of 3rd Defendant's ownership of 59,998 shares) and its director At the material time, the 1st Defendant had only 2 directors, namely the 2nd and 3rd Defendants

C. This Suit

[7] The Plaintiff filed This Suit based on the 3 Causes of Action against the 1st to 3rd Defendants

[8] On 19 August 2014 the Plaintiff has entered a default judgment against the 2nd Defendant for the sum of RM1,599,018.28 with interest on that sum and costs (Default Judgment against 2nd Defendant).

[9] At the trial of This Suit:-

(a) the Plaintiff testified himself and called the following witnesses in support of This Suit:-

(i) Ms Toh Mei Ling (SP2); and

(ii) the 2nd Defendant; and

(b) the following persons testified on behalf of the 1st and 3rd Defendants:-

(i) SD1;

(ii) the 3rd Defendant gave evidence on behalf of the 1st Defendant and himself; and

(iii) Mr Danesh Pannirselvam (SD3).

D. Plaintiff's Case

[10] The Plaintiff testified as follows:-

(1) the Plaintiff knew the 2nd Defendant;

(2) some time in December 2012, the 2nd Defendant introduced to the Plaintiff the SOVO business concept which involved letting out fully renovated and outfitted office units Subsequently, some time in January 2012, the 2nd Defendant asked the Plaintiff to invest RM1 million in the SOVO business of the 1st Defendant in exchange for a 5% shareholding in the 1st Defendant. According to the 2nd Defendant, the 2nd and 3rd Defendants were shareholders and directors of the 1st Defendant. The Plaintiff did not invest the RM1 million;

(3) some time in early March, 2013:-

(a) the 2nd Defendant informed the Plaintiff that the 1st Defendant had rented part of a building called "Logan Heritage" in Georgetown, Penang (Premises), for 3 years beginning on 1 April 2013 (Main Tenancy). The 1st Defendant would renovate the Premises and provide outfitting work to convert the Premises into small offices Thereafter, the 1st Defendant would rent out the small offices in the Premises to third parties;

(b) the 2nd Defendant stated that the 1st Defendant had got Tokio Marine Life Insurance Malaysia Bhd (Tokio Marine) as the 1st Defendant's anchor tenant for the Premises;

(c) the 2nd Defendant asked the Plaintiff again to invest RM1 million in the 1st Defendant's SOVO business; and

(d) the Plaintiff was interested in the 2nd Defendant's proposal and the Plaintiff requested for more information regarding the cost