A constructive trust does not arise merely from spouse recognition in membership records; compliance with specific rules is necessary for membership transfer.

Introduction

[1] In this originating summons, the plaintiff applied for a declaration that as the spouse of the deceased, the plaintiff has a right and interest in the membership of the deceased in Herbalife Nutrition Malaysia ("Herbalife Malaysia"). In consequence, the plaintiff sought for the membership of her deceased husband in Herbalife Malaysia to be transferred to her.

[2] After perusing the application and the affidavits filed for and against the application and considering the submissions of both learned counsel, I dismissed the application with RM5,000.00 cost.

Brief Background Facts

[3] The late Idros bin Abdul Hamid was the husband of the plaintiff. He passed away on 11 January 2022, leaving the plaintiff and a son. During his lifetime, the deceased was an independent member of Herbalife Malaysia.

[4] In the course of his membership, the deceased added the plaintiff in the membership record as his spouse. This was done pursuant to r 2.1.5 of the Membership Rules.

[5] After the demise of her husband, the plaintiff made an application to have the membership of her late husband in Herbalife Malaysia transferred to her. This was done on 14 January 2022 vide the Transfer Declaration of Legal Entitlement form. Approximately one month later, the defendant responded by email stating that it needed supporting documents such as a Will or an order of the Court before the transfer in favour of the plaintiff may be considered. Subsequently, the defendant sent a letter to the beneficiaries of the estate of the deceased informing them of the same. However, the supporting documents requested by the defendant were not forthcoming.

[6] The plaintiff insisted that she was entitled to have the membership of her late husband in Herbalife Malaysia to be transferred to her and thus commenced the present application.

Analysis And Findings

Membership Is Regulated By The Rules

[7] The deceased, Idros bin Abdul Hamid, was a member of Herbalife Nutrition since 28 March 2006. Herbalife Nutrition is the brand name of a direct selling association based in the United States of America. The defendant is the local company representing Herbalife Nutrition in Malaysia.

[8] The membership of Herbalife Nutrition is regulated by its own rules, called the Rules of Conduct ("Rules"). The Rules are the underlying contract which regulate the relationship, rights and obligations between the members and Herbalife Nutrition. Each member is bound by the Rules when he applies for and is accepted as a member of Herbalife Nutrition. Hence, the rights of a member must be determined in the manner as prescribed by the Rules and the Rules must be interpreted like any other contract. (See: Tharmalingam v. Sambanthan , 1960 MarsdenLR 337 and on appeal in Tharmalingam v. Sambanthan ; [1961] MLJ 63).

[9] According to the Rules, a spouse may be added to a member's record and the membership of a deceased member may be transferred to an heir subject to applicable laws, Rules and approval of Herbalife Nutrition. These are provided for under r 2.1.5 and r 2.4, respectively.

Rule 2.1.5 of the Rules reads as follows:

"2.1.5 Spouse Recognition

A Member may add their spouse to their Membership record to support them in the business and for recognition purposes.

The member will remain the Member of record. However, in the event the member separates from their spouse, the Member's ownership or entitlement of the Membership may be impacted."

Rule 2.4 of the Rules reads as follows:

"2.4 Inheritance

The Membership of a deceased Member may be transferred to an heir, subject to app