Steve Shim CJ (Sabah & Sarawak):

[1] Leave to prosecute this appeal was granted by this court on 23 March 2004 upon the following two questions:-

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1. Whether a certificate of indebtedness issued in accordance with the express provisions of the contract which provide that the certificate is final and conclusive of the matters stated therein is final and conclusive evidence of the amount in the absence of any manifest error on the certificate;

2. Whether apart from producing a certificate of indebtedness pursuant of the contract (sic) which provided that the certificate was final and conclusive of the matters stated therein, the appellant had a further obligation to produce statements of account to prove the debt in an application for summary judgment.

[2] As a preliminary note, we should mention that by a vesting order dated 22 December 2000, the business of Cempaka Finance Bhd (the appellant herein) was taken over by United Finance Bhd which in turn, on 25 June 2001, changed its name to Southern Finance Bhd Under a loan agreement dated 17 July 1996, the appellant agreed to grant the 1st respondent a fixed loan of RM1.5 million. In consideration, the 2nd respondent signed a guar