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2025 MarsdenLR 662
HIGH COURT MALAYA KUALA LUMPUR
SARALEANE NATTAYA AZMI – Appellant
Versus
TECHNA-X BERHAD – Respondent
[Suit No: WA-22NCC-22-01/2023]
A party's acknowledgment of receipt of payment serves as valid proof of settlement, relieving the other party of further obligations under an agreement unless substantive evidence of fraud or misrepresentation is presented.
Headnote:(A) Contracts - Share Purchase Agreement - Payment Terms - Acknowledgment of Receipt - Plaintiff claimed RM10,452,000 for shares sale; Defendant argued full payment made. Duty of parties to clarify agreements; acknowledgement relieved defendant from further payment obligations. (Paras 2, 19, 41)
(B) Variations to Agreements - Parties' conduct may imply acceptance of variations. Variations valid if agreed upon by conduct, even if not strictly followed. (Paras 37, 41)
Facts of the case:
The case involved a plaintiff claiming unpaid balance from the sale of shares under a Share Purchase Agreement with the defendant. Plaintiff acknowledged receipt of payment, yet disputed validity. Defendant provided evidence of payments amounting to RM12,500,000. (Paras 4, 6, 19)
Findings of Court:
The court found that the plaintiff had acknowledged full settlement of her claims regarding the Share Purchase Agreement. No evidence of forgery was demonstrated to contest signatures. (Paras 23, 29, 39)
Issues: The court addressed whether the Plaintiff's signatures on payment acknowledgments were valid and if she could contest the variations to the payment terms. (Paras 34, 41)
Ratio Decidendi: The court ruled that contractual obligations were fulfilled as documented by the plaintiff's acknowledgment of receipt, emphasizing that one cannot evade contractual obligations without substantive evidence. (Paras 29, 42)
Result: Plaintiff's claims dismissed with costs.
| Table of Content |
|---|
| 1. claim structure and basic factual background. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7) |
| 2. defendant's introduction and reasoning for the investment. (Para 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16) |
| 3. evidence of payments and plaintiff's acknowledgment. (Para 17 , 18 , 19 , 20 , 21) |
| 4. plaintiff's claims of forgery and lack of evidence. (Para 22 , 23 , 24 , 25 , 26 , 27 , 28) |
| 5. evidentiary burden regarding acknowledgment of payment. (Para 29 , 30 , 31 , 32) |
| 6. arguments around variations of the spa validity. (Para 33 , 34 , 35 , 36 , 37 , 38) |
| 7. finality of acknowledgment and rejection of claims. (Para 39 , 40 , 41) |
| 8. refutation of defendant's other claims and legal principles on unconscionability. (Para 42 , 43 , 44) |
Introduction
[1] This is a judgment delivered after a full trial.
[2] The Plaintiff's claim was for the sum of RM10,452,000.00 being the balance purchase consideration in respect of the sale of her 10,000,000 shares of one Mbits Digital Sdn Bhd to the Defendant. There were some variations to the terms of the agreement, particularly in relation to the payment terms What was initially a straightforward payment had morphed into payments by or through other third parties. Unfortunately, the parties were unable to provide any clarity to the Court on the actual arrangement reached by the parties in respect of the variations to the payment terms
[3] In the end, this Court was left to determine the disputes based primarily on the express acknowledgments by the Plaintiff that she had received payment constituting full and final settlement of the agreement.
Background Facts
[4] Around 10 February 2021, the Plaintiff and the Defendant entered into a Share Purchase Agreement ("SPA") where the Defendant had agreed to purchase from the Plaintiff 10,000,000 unit of shares of Mbits Digital Sdn Bhd ("Mbits") representing 25% of the total issued and paid up capital of Mbits ("the Shares").
[5] The term for payment of the Shares as provided in cl 3.2 of the SPA stipulates thus:
"Mode of Payment
Subject to the fulfillment of the matters stated in cl 6.2 and Schedule 3 (Completion Obligations) herein, the sum of RM12,500,000.00 (RINGGIT MALAYSIA TWELVE MILLION AND FIVE HUNDRED THOUSANG ONLY) shall be paid within 5 months from the Completion date".
[6] The Plaintiff contended that the Defendant had made only a partial payment of the purchase price leaving an outstanding balance of RM10,452,000.00 (The Plaintiff had orally amended her claim from RM10,602,000.00 to RM10,452,000.00 at the trial).
[7] The Plaintiff contended that the Defendant had failed to settle the balance purchase price of RM10,452,000.00 despite numerous demands to do so.
The Defendant's Case
[8] According to the Defendant, in late 2020, one Mr Lim Chih Li @ Lin Zhili (DW1) was introduced to the Plaintiff by DWI's father-in-law, Tan Sri Lee Kim Yew ("Tan Sri Lee"). Tan Sri Lee's company, Unicorn Legendary Sdn Bhd ("Unicorn Legendary") had already invested in Mbits, being at the material times a 25% shareholder of Mbits amounting to 10,000,000 ordinary shares.
[9] Tan Sri Lee had suggested to DW1 that the Defendant, which was at the time building a business model around digital solutions and technology, to invest in Mbits. Tan Sri Lee's intention was also that Unicorn Legendary could exit from Mbits and recover its investment.
[10] The Plaintiff and her partner, one Hor Chee Leong ("HCL") were enthusiastic about bringing in another investor as she would not only raise more capital but also would have enough capital to buy back Tan Sri Lee's investment held through Unicorn Legendary. In other words, part of the consideration from the sale of the Plaintiff's shares would be used to buy over Unicorn Legendary's Mbits shares.
[11] The Plaintiff represented to the Defendant that Mbits was an established telecommunications and media company that possessed the relevant licenses in the field such as NFP, NSP and CASP licences and that Mbits had a business model in the te
