The validity of agreements cannot be undermined by allegations of illegality if no evidence supports them and both parties engaged knowingly in the transaction.

[19] Datuk Kenny Ng Bee Ken ("Datuk Kenny Ng") was the advocate and solicitor who prepared the 1st SSA and the OA on the instruction of Datuk Chai. MBSB was represented by Dr Mansur and MBSB's solicitor is Encik Shaik from Messrs Shaik Mohamed & Co. Dr Mansur consulted Encik Shaik during the related negotiations. Encik Shaik was present at the negotiations in respect of 1st SSA and the OA. Dr Mansur signed both agreements as witnessed by Encik Shaik.

[20] Datuk Chai's solicitor, Datuk Kenny Ng who is a partner in Messrs Azri, Lee Swee Seng & Co ("Messrs ALSS") denied that the 1st SSA and the OA were sham agreements to disguise an illegal moneylending transaction. Encik Hazim did not exercise the option to purchase BTP's shares under the OA.

[21] Datuk Chai testified that he is an investor and entrepreneur. He is the Group Managing Director of two listed companies. Datuk Chai contended that he was never been involved in moneylending business. Datuk Chai was the chairman of LCLSB which provided mechanical and electrical services to the Project. Datuk Chai was introduced by Mr Tan, one of LCLSB's directors.

[22] Datuk Chai met Dr Mansur who informed him about the Project's cash flow problems. Dr Mansur invited Datuk Chai to be his joint venture partner. Datuk Chai was not keen to team up with Dr Mansur because he did not really know or trust Dr Mansur. He was, however, prepared to buy all the shares in BTP. Dr Mansur refused.

[23] Dr Mansur subsequently approached Datuk Chai to sell MBSB's entire shareholding in BTP on a 'fire sale' basis as Dr Mansur was in urgent need of funds. The bank account statement of BTP stood at less than RM10.00 at the material time.

[24] In such a circumstance, Datuk Chai had no time to do a full due diligence study of BTP's liabilities. It was agreed between Datuk Chai and Dr Mansur that based on a rough assessment of the risks involved in the Project, the purchase price of BTP's shares be fixed at RM6 million and the option fee be fixed at RM489,000.00 per month. The 1st SSA and the OA reflected the agreement between them.

[25] Datuk Chai was appointed as BTP's director on 8 October 2012 pursuant to cl 5.2 of the 1st SSA. This was to enable Datuk Chai to protect his interest in BTP during the Option Period.

[26] Datuk Chai caused his employee, Mr Low, to deposit RM5,457,560.00 into MBSB's bank account. This sum constituted the full payment for the BTP's shares after Dr Mansur had agreed to the set-off of the 1st Option Fee and Legal Fees from the RM6 million price for the shares. Dr Mansur did not protest or complain against such set-off.

[27] Datuk Chai denied making any demand for Dr Mansur to pay interest for late payment of the option fees. Datuk Chai also denied having engaged any bill collector to make demand to Dr Mansur on his behalf. There was no such need as Datuk Chai exercised his right as owner of the BTP shares upon the lapse of the Option Period.

[28] On 24 April 2013 Datuk Chai went to BTP's office to collect BTP's documents and asked Puan Hadijah ("BTP's company secretary") to hand over her resignation letter. Police arrived at BPT's office since there was a report made alleging Datuk Chai had damaged BTP's premises.

[29] Datuk Chai then collected BTP's documents and Puan Hadijah's resignation letter. Datuk Chai lodged a police report in respect of the incident on 24 April 2013. Datuk Chai denied threatening or bringing undue pressure on Puan Hadijah.

[30] After receiving BTP's documents from Puan Hadijah, Datuk Chai resigned and handed over his BTP shares to his nominees. According to Datuk Chai, all the above were carried out legitimately pursuant to his right under the 1st SSA.

The High Court Suit

[31] In the Original Suit in High Court, the main suit was filed by BTP against the defendants, Dr