The enforceability of a Memorandum of Deposit relies on proper authentication per the Powers of Attorney Act, which was not established in this case, thus affirming contractual obligations.

[1] The appellant, a financial institution, appealed against the decision of the learned High Court judge for failing to enter judgment against the respondents for a sum exceeding RM120 million with interests and costs. There were two appeals by the appellant. The appeals number read as follows: Q-02(W)-1276 August 2015 ("1276") and Q-02(W)-1277 August 2015 ("1277"). Even though both of the appeals and the voluminous documents on the first instance appeared to be complicated, the only issue as framed by the appellant read as follows:

"The appellant's appeal herein is only based on the finding by the High Court that the Memoranda of Deposits (MODs) were not enforceable as the MODs were not authenticated pursuant to the Powers of Attorney Act, 1949. Further details are as set out in the Appellant's said Memorandum of Appeal."

[2] When the appellant demanded payment from the relevant parties, the respondents who were the borrowers ('1st respondent'), share chargors ('2nd to 9th respondents') and one Asia Bulkers Sdn Bhd ('10th respondent') filed a suit No. KCH-22-90-2011 (Appeal '1276') basically to deny the appellant's payment claimed. The declaratory prayers claimed by the respondents read as follows:

"1. An Injunction that pending the final disposal of this Action, the defendants, by their servants and/or agents, be restrained from taking any action, whether legal action or otherwise against the 2nd to 9th plaintiffs or any of them or any combination of them allegedly with respect to or arising from CL 9, namely for the balance of the amount(s) that may be owed by SJB under the FACILITIES AGREEMENT;

2. An Order that the Memoranda of Deposit be set aside and/or be declared null and void as being:

1- made by forged signalure(s); and/or

2- made by tampering with the documents with inserted Pages, Clauses and/or the CL 9; and/or

31. procured by misrepresentation and rescinded or trickery; and/or

2. made under a mutual and/or unilateral mistake; and/or made without authority; and/or

3. Pursuant to paras 64 and 66 materially altered by the defendant.

3. A Declaration that the purport of the CL 9 where it states "the Chargor undertake to pay the Bank immediately on demand any balance which may then be due" referred to in CL 9 does not refer to the balance of the amount(s) that may be owed by SJB under the FACILITIES AGREEMENT.

4. A Declaration that the purport of the CL 9 where it states "the Chargor undertake to pay the Bank immediately on demand any balance which may then be due" in CL 9 refers to indebtedness of the Chargor to the Bank for amounts due under the terms of the Memorandum of Deposit, such under Cl 13(a) where the Chargor defaults in making payment(s) due on the Securities and the Bank chooses to make these payment(s) due on the Securities on behalf of the Chargor

5. A Declaration that the purport of the CL 9 in so far as it purports to create an obligation on the part of the Chargor (2nd to 9th plaintiff) to pay the balance of the amount(s) that may be owed by SJB under the FACILITIES AGREEMENT is valid or operational only where the Chargor (2nd to 9th Plaintiff) have independently of Memorandum of Deposit undertaken to be responsible for the same, example by a Guarantee.

5A. A Declaration that, on its true construction. Clause 9 of does not impose personal liability on the Chargor for the indebtedness.

6. An Order that the CL 9 in so far as it purports to create an obligation on the part of the Chargor (2nd to 9th Plaintiff) to pay the balance of the amount(s) that may be owed by SJB under the FACILITIES AGREEMENT be set aside and/or be declared null and void as being:

1. procured by misrepresentation or trickeryand rescinded;

2. made by tampering with the documents with inserted Pages, Clauses and/or the CL 9; and/or,

3. made by mistake and/or made without consideration; and/or,

4. made without authority.

7. An Order that the MEMORANDA OF DEPOSIT be rectified to remove such part of CL 9, namely "In the events that the net proceeds of