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2025 MarsdenLR 4074
HIGH COURT MALAYA KUALA LUMPUR
LIM THIAM HUAT – Appellant
Versus
GA SKYLIGHT BERHAD – Respondent
[Civil Suit No: WA-22NCC-567-12/2021]
The plaintiff failed to prove that the Call Option Notices were duly served, rendering the related agreements void for lack of validity, and the claim for damages was dismissed.
Headnote:(A) Contracts Act 1950 - Sections 24 and 26 - Evidence Act 1950 - Sections 64 to 66 and 73A - Action for breach of Call and Put Option Agreements concerning shares - Plaintiff claimed RM12.48 million in damages, alleging the defendant breached the agreements by disposing of shares without authorization. Defendant contended notices were not duly served within the stipulated period. Plaintiff failed to establish valid service of Call Option Notices, which were deemed inadmissible based on inconsistencies and lack of corroborating evidence, leading to dismissal of the claim. (Paras 1 - 3, 18, 20 - 22, 30, 32, 51, 53)
(B) Evidence - Burden of proof - It is the plaintiff's responsibility to establish the validity of served notices according to the agreements, which requires evidence corroborating the claims made. This burden remains unfulfilled. (Paras 20, 21, 32, 51)
| Table of Content |
|---|
| 1. background of agreements and parties involved. (Para 1 , 2 , 3 , 4 , 5 , 6) |
| 2. plaintiff's claims regarding notices and damages. (Para 7 , 8 , 9 , 10 , 11) |
| 3. defendant's defense including denial of notice service. (Para 12 , 13 , 14 , 15 , 16) |
| 4. evidence on service of call option notices. (Para 20 , 21 , 22 , 23 , 24) |
| 5. finding on the inconsistencies in plaintiff's claims. (Para 26 , 27 , 28 , 29) |
| 6. admissibility of call option notices. (Para 30 , 31 , 32 , 33 , 34) |
| 7. lack of evidence regarding subsequent correspondence. (Para 37 , 38 , 39) |
| 8. impact of failing to call a material witness. (Para 40 , 41 , 42 , 43) |
| 9. credibility assessment of the witnesses. (Para 44 , 45 , 46) |
| 10. conclusion on the validity of the agreements. (Para 48 , 49 , 50) |
| 11. final ruling on the plaintiff's claim. (Para 51 , 52) |
(Post-Trial)
[1] This was an action brought by the plaintiff, Lim Thiam Huat, against the defendant, GA Skylight Berhad, arising out of two Call and Put Option Agreements involving 25 million shares in Nextgreen Global Berhad ("NGGB"). The Plaintiff claimed RM12.48 million in damages, alleging that the defendant breached the Agreements by disposing of the shares without proper authorisation. The Defendant disputed these allegations, arguing that they were entitled to dispose of the shares because the requisite notices were not served within the stipulated period as required under the Agreements.
A] Salient Background Facts
[2] The Plaintiff commenced this action against the defendant seeking specific performance of two call and put option agreements dated 10 February 2021 and 10 March 2021 respectively ("the Agreements") relating to shares in NGGB.
[3] Sometime in early 2021, three individuals namely Law Chew Yee, Leong Wei Chin and Chau Meng Soon ("Chau"), who represented themselves to be partners and consultants at Ark Strategy Venture ("the Consultants") approached the defendant. These consultants represented the plaintiff and offered the defendant an investment opportunity via the Agreements regarding shares in NGGB.
[4] Several meetings were held between the defendant and the consultants. Pursuant to these meetings, the plaintiff and defendant entered into Call and Put Option Agreement No 1 dated 10 February 2021 concerning 10,000,000 NGGB shares at a total option price of RM4,400,000.00, and Call and Put Option Agreement No 2 dated 10 March 2021 concerning 15,000,000 NGGB shares at a total option price of RM6,600,000.00.
[5] At all material times, the director of the defendant, Choo Koon Lip ("DW1"), had never met the plaintiff personally and had liaised with the plaintiff only through the Consultants.
[6] NGGB is a public company listed on the Main Market of Bursa Malaysia, and the plaintiff is a director and shareholder of NGGB.
B] The Plaintiff's Claim
[7] The Plaintiff claimed that on 10 July 2021, he issued Call Option Notice No 1 to the defendant with regard to Call and Put Option Agreement No 1, to procure the defendant to sell all 10,000,000 units of NGGB shares at the agreed option price of RM4,400,000.00.
[8] The Plaintiff further claimed that on 23 July 2021, he issued Call Option Notice No 2 to the defendant with regard to Call and Put Option Agreement No 2, to procure the defendant to sell all 15,000,000 units of NGGB shares at the agreed option price of RM6,600,000.00.
[9] The Plaintiff alleged that the defendant failed to respond to these notices and subsequently sent official letters dated 4 August 2021 and 17 September 2021, followed by letters of demand dated 5 October 2021 and 10 November 2021.
[10] The Plaintiff claimed that the defendant's representatives informed him that the call option notices could not be performed as DW1 was out of Malaysia due to the COVID-19 pandemic.
[11] After commencing this suit, the plaintiff discovered that the defendant had sold and/or disposed of 18,918,600 units of NGGB shares at an average price of RM1.10 per unit without the plaintiff's kn
