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2012 MarsdenLR 1102

HIGH COURT MALAYA, KUALA LUMPUR
AWC BERHAD – Appellant
Versus
POINT-EURO MALAYSIA SDN BHD & ORS – Respondent


Table of Content
1. non est factum defense explored. (Para 1 , 2)

[1] The 5th defendant (D5) said he did sign a shares sale agreement in that only two pages of the agreement was shown to him and that he was asked to sign at the designated places. He is a Director of the 1st defendant (D1) that had agreed to purchase all the shares of the plaintiff in a company called Plant & Maintenance Engineering Sdn Bhd ("the company"). He said that the 3rd defendant who was with him during the signing had represented to him that the agreement was for the purchase of a company and that they will later sell the company. He was at all times represented by a firm of solicitors who acted for D1 and also the Directors of D1 who are the 2nd to the 5th defendants (D2 to D5) herein. Little did he realise, as he contended, that the agreement also incorporated a guarantee by all the Directors of D1 for the purchase price of RM750,000.00.

[2] When the plaintiff sued for the balance sum of RM630,000.00 since RM120,000.00 had earlier been paid, D5 sought to disclaim liability on the ground that he did not know that what he signed was a Guarantee Agreement as well and that his own solicitors did not explain the

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