Claims of outstanding debts must adhere to contractual provisions and limitations, ensuring parties fulfill obligations within stipulated timelines.

[1] This is the 1st and 2nd plaintiffs' claim against the 1st and 2nd defendants vide their amended statement of claim dated 10 May 2013 (as amended on 15 May 2017) for the sum of RM16,859,186.65 (RM6,223,241.00 + RM10,635,945.65) as at 10 May 2013, interest at the rate of 11% per annum on the sum of RM6,223,241.00 calculated on day to day basis from 10 May 2013 until the date of full payment, solicitor's fees on a solicitor and client basis, costs and any other reliefs this court deems fit and proper.

[2] Both the 1st plaintiff and the 2nd plaintiff are brothers of Taiwanese nationals who were previously the shareholders and the directors of the 1st defendant company.

[3] The 1st defendant, ie Pacific Forest Industries Sdn Bhd (formerly known as Veramax Sdn Bhd) was a private limited company incorporated in Malaysia and was operating as a sawmill. The business of the 1st defendant had stopped operation and closed down sometime in July 1998.

[4] The 2nd defendant, ie Dutaland Berhad (formerly known as Mycom Berhad) is a shareholder of the 1st defendant.

[5] In this judgment, both the 1st and 2nd plaintiffs are collectively referred to as the plaintiffs unless if necessary they would be referred to as the 1st plaintiff and 2nd plaintiff respectively. Likewise, the 1st and 2nd defendants are collectively referred to as the defendants unless if necessary they would be referred to as the 1st defendant and 2nd defendant respectively.

[6] During the trial, both plaintiffs namely Lin Wen Chih (PW1) and Lin Wen Chuan (PW2) gave evidence. For the defendants, the witnesses are Ng Ju Siong (DW1) and Tan Kim Chuan @ Tan Say Lay (DW2).

[7] On 11 June 2018, having heard the evidence and considered the submission from both parties, I found that the plaintiffs had failed to prove their case on the balance of probabilities. Hence, I dismissed the plaintiffs' claim with costs of RM10,000.00 to the defendants subject to the payment of allocatur. I shall now give my full grounds of decision.

The Factual Background Of The Case

[8] There is a chequered history to this plaintiffs' claim as it has already been to both the court of Appeal and the Federal court twice in the past.

[9] The events which led to the present action transpired nearly 22 years ago when the plaintiffs' suit was first initiated in 1997 in the High court, ie Suit No T (22) 12 of 1997 dated 22 November 1997 ("the 1997 suit").

[10] By a Share Sale Agreement dated 12 November 1996 (see pp 1-14 of DBOD), the plaintiffs sold and transferred their whole shares in the 1st defendant to the representative and nominee of the 2nd defendant by the name of Liu Ho Tien.

[11] Although the plaintiffs are no longer the shareholders of the 1st defendant, the 1st defendant was at that material time still indebted to the plaintiffs. By a letter of acknowledgement dated 12 November 1996 ("letter of acknowledgment"), the 1st defendant acknowledged and admitted to owing the plaintiffs the sum of RM10,134,000.00 ("the said debt") and interest on the outstanding sum at 11% per annum. The letter of acknowledgement can be found at pp 16-17 of DBOD.

[12] Through the same letter of acknowledgement, the 1st defendant undertook to pay the said debt due to the plaintiffs by way of supply of timber products manufactured by the 1st defendant company to be deducted and set-off against the said outstanding debt owed to the plaintiffs within a period of 10 months from the date in the letter of acknowledgement ie 12 November 1996 until 11 September 1997 and to be delivered over four shipments.

[13] For ease of convenience, the 1st defendant's