Partnerships do not possess legal personality under the RBA, and thus claims based on torts such as conspiracy and fraud can proceed regardless of registration status.

A. Introduction

[1] This case raises the question regarding the right of a partnership to file a suit and whether such a right is barred or restricted by s 8 of the Registration of Businesses Act 1956 (RBA).

[2] The plaintiff in this case (Plaintiff) is a partnership which has sued the following defendants:

(a) the first defendant company (1st Defendant), a public listed company;

(b) the second defendant company (2nd Defendant), a wholly owned subsidiary of the 1st Defendant;

(c) the third defendant (3rd Defendant), a statutory corporation established under the Perak State Development Corporation Enactment 1967;

(d) the fourth defendant company (4th Defendant), a private limited company and a wholly owned subsidiary of the 3rd Defendant;

(e) the fifth defendant (5th Defendant), an individual who was the chairman of the 1st Defendant's board of directors at the material time;

(f) the sixth defendant (6th Defendant), an individual who was the 1st Defendant's managing director at the material time; and

(g) the seventh (7th Defendant ) and eighth defendants (8th Defendant ) are individuals.

B. Nature Of Plaintiff's Claim

[3] In this suit (This Suit), the amended statement of claim (ASOC) pleads as follows:

(a) paragraph 10 - the 1st Defendant requested the Plaintiff to prepare a technical proposal to be submitted by the 1st Defendant to the Malaysian Government for the design, construction and operation of a new toll expressway between Ipoh and Lumut through Seri Iskandar (Highway Project);

(b) paragraph 11 - approval in principle was given by the Malaysian Government to the 1st Defendant to carry out the Highway Project with the 3rd Defendant;

(c) paragraph 12 - the 1st and 3rd Defendants entered into a joint venture with each other whereby:-

(i) a private limited company, Kejuruteraan Dan Pembangunan Seri Lumut Sdn. Bhd. (KPSL) was incorporated;

(ii) KPSL would be appointed to carry out the Highway Project; and

(iii) the 1st Defendant would control 70% shares in KPSL which would be held by the 2nd Defendant and the 3rd Defendant would control 30% shares in KPSL which would be held by the 4th Defendant;

(d) paragraph 13 - a concession agreement was signed between KPSL and the Malaysian Government whereby the Malaysian Government appointed KPSL to design, construct, maintain, operate and manage the Ipoh-Lumut Expressway on a "build-operate and transfer" basis under a concession for a period of 35 years. The total cost of the Highway Project was projected to be RM1,194,552,325;

(e) paragraph 14 - a consultancy agreement was signed whereby KPSL appointed the Plaintiff as consultant for the Highway Project;

(f) paragraph 15 - disputes arose between the Plaintiff and KPSL over the payment of the Plaintiff's professional fees (Fees) and on 22 December 2000, KPSL terminated the Plaintiff's services;

(g) paragraphs 16 and 17 - the disputes between the Plaintiff and KPSL were referred to arbitration in 2003. On 27 August 2003, the arbitrator made an award in favour of the Plaintiff (Arbitral Award) wherein KPSL was ordered to pay the Plaintiff as follows:-

(i) 75% of the Fees of RM19,318,796 less the sum of RM3,397,028.53 (which had been already paid);

(ii) RM417,200 as specific loss and damages suffered by the Plaintiff as a result of wrongful suspension and/or termination of the Plaintiff's services and

(iii) interest of 8% per annum on the above amounts from the date of the letter of termination of the Plaintiff's services until full settlement;

(h) paragraphs 18 and 19 - the Plaintiff applied to the Kuala Lumpur High Court (KLHC) to recognise the Arbitral Award. On 27 August 2009, the KLHC recognised the Arbitral Award (KLHC's Judgm