The criteria for appellate intervention, termed the 'plainly wrong' standard, emphasize deferential respect for trial judges' findings on primary facts unless demonstrably erroneous.

[1] At the Federal Court, the appellant was granted leave to appeal on the sole question of law as follows:

"Whether the application of the "plainly wrong" test by an appeal Court in reversing the findings of facts by a trial Court should be subject to guidelines and whether the guidelines laid down by the UK Supreme Court in Henderson v. Foxworth Investments Ltd and Another [2014] 1 WLR 2600 and Mc Graddie v. Mc Graddie and Another [2013] 1 WLR 2477 should be adopted as the relevant guidelines or such other guidelines as may be relevant or appropriate?"

[2] The aforesaid leave question arises as a result of the decision of the Court of Appeal which reversed the decision of the High Court on findings of fact on the main issue, namely, whether the monies paid by the 1st appellant (Ng) to the deceased, Tan Ewe Kwang (TEK) was for capital contribution for shares in the 2nd appellant, Alor Vista Development Sdn Bhd (AVD).

[3] The High Court after a full trial, held that the monies paid by Ng to TEK was for capital contribution for shares in AVD and not for premium payment payable to TEK for participation in the land development undertaken by AVD. It further held that the 2nd and 3rd respondents held the shares (to the value of the investment by Ng) in AVD as trustees for Ng and ordered the transfer of the said shares to him (Ng). However, on appeal, the Court of Appeal reversed the decision of the High Court and held that the payment made by Ng was not for capital contribution nor were the other payments, towards capital investment in AVD.

[4] The appellants in this appeal are the plaintiffs and the respondents are the defendants in the High Court. In this judgment, unless otherwise stated as herein below, parties shall be referred to as they were in the High Court:

(a) The 1st appellant shall be referred to as "Ng";

(b) The 2nd appellant company shall be referred to as "AVD";

(c) The deceased shall be referred to as "TEK"; and

(d) The 4th respondent company shall be referred to as "AV".

[5] Given that the determination of the issue will turn on the purpose of the payments made by Ng, the findings thereof by the learned trial Judge and the principle of appellate intervention on such findings, an appreciation of the factual matrix to the payments made by Ng and the subsequent dispute between the parties is of critical importance.

Background

[6] The 1st plaintiff (Ng) is a director and shareholder in the 2nd plaintiff company, Alor Vista Development Sdn Bhd (AVD).

[7] The 1st defendant (D1) is the administratrix of the estate TEK (deceased), who was a shareholder and former director of AVD and AV.

[8] AVD was incorporated by Ng and TEK on 3 October 2013 to develop a mixed housing project on 2 pieces of land situated at Bukit Mertajam, Seberang Perai Tengah, Pulau Pinang. The lands were purchased by AVD on 7 October 2013 from a subsidiary listed company, Ivory Properties Group Berhad (Ivory) at a purchase price of RM18.0 million.

[9] Ng agreed to invest with TEK in the development project by AVD, after he was introduced by Lim Weng Heng (SD3) who is a director of AV and nephew to TEK.

[10] Between 18 September 2013 and 18 July 2014, Ng claimed to have invested RM10,490,000.00 personally as paid up capital investment in AVD in the following manners:

(a) RM4,290,000.00 was paid by cheque and cash directly into AVDs account (the defendants did not dispute the payment of this amount) by Ng;

(b) RM6.0 million was paid by way of cheques and cash into AVs account as a