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2025 MarsdenLR 5325
HIGH COURT MALAYA KUALA LUMPUR
JINGSHI HOLDINGS (M) SDN BHD – Appellant
Versus
MESSRS PATRICK YEOH & COMPANY – Respondent
[Civil Suit No: WA-22NCC-277-06/2022]
The burden of proof lies with the Plaintiff to establish claims, which must be supported by evidence; failure to do so results in dismissal of claims regarding payment characterization.
Headnote:(A) Contracts - Burden of Proof - Share Purchase Agreements - Claim for RM1,000,000.00 deposit - Dispute over nature of payment - Court found payment constituted a non-refundable deposit for share purchase, not a conditional stakeholder sum - Plaintiff failed to establish entitlement to refund based on oral representations and lacked documentary evidence - Defence supported by contemporaneous documents and testimonies - Plaintiff's actions inconsistent with purported claim as stakeholder - Claim dismissed. (Paras 30, 80, 84)
(B) Legal Principles - The burden of proving a prima facie case lies with the Plaintiff, who must provide evidence substantiating claims in line with Section 101 of relevant laws; failure to do so results in dismissal of claims. (Paras 27, 79)
(C) Duties of Stakeholders - Allegations of breach need substantiation; absence of stakeholder obligation negates claims for refund. (Paras 39, 40)
Facts of the case:
Plaintiff deposited RM1,000,000.00 on 1 October 2021 as a conditional stakeholder sum for share acquisition, but Defendant claimed it was a non-refundable deposit. Disputes arose regarding representations made by Defendant regarding the purpose of funds and the existence of a binding agreement for share purchase. (Paras 4, 18, 30)
Findings of Court:
Court ruled that the payment was a non-refundable deposit for a share purchase based on sufficient documentary evidence. Established that Plaintiff's claims were inconsistent and not supported by evidence. (Paras 82, 84)
Issues: The court considered the nature of the payment, stakeholder obligations, existence of an agreement, burden of proof, and evidentiary support contestations. (Paras 26, 82)
Ratio Decidendi: The court held that the Plaintiff's failure to provide corroborative evidence and the reliance on unproven oral testimonies rendered the claim unviable; documentary evidence favored the Defendant's assertions. (Paras 27, 84)
Result: Plaintiff's claim dismissed with costs awarded to Defendant. (Paras 84)
| Table of Content |
|---|
| 1. court's determination on payment nature and conditions. (Para 1 , 2 , 3) |
| 2. facts on plaintiff's identities and transactions leading to dispute. (Para 4 , 5 , 6 , 7) |
| 3. plaintiff's representations and reliance leading to payment. (Para 12 , 13 , 14 , 15 , 16) |
| 4. defendant's interpretation of payment as non-refundable deposit, not stakeholder sum. (Para 18 , 19 , 20 , 21 , 22) |
| 5. issues framed for court's determination regarding burden of proof. (Para 26 , 27 , 29) |
| 6. court's findings on the credibility of parties' claims based on evidence. (Para 31 , 32 , 33 , 34 , 35) |
| 7. court's conclusion on breach of stakeholder obligation by defendant. (Para 38 , 39 , 40) |
| 8. determination of whether an agreement for share purchase was concluded. (Para 41 , 42 , 43) |
| 9. plaintiff's witness credibility and contradictions affecting case outcome. (Para 60 , 61 , 62 , 63) |
| 10. court's final analysis and determination on plaintiff's claims. (Para 79 , 80 , 81) |
| 11. final ruling on claim dismissal with costs. (Para 83) |
[1] This judgment concerns a commercial dispute over the characterisation and recovery of a substantial payment of RM1,000,000.00 made between a corporate entity and a sole proprietorship firm in the context of alleged share acquisition negotiations.
[2] The central issue before this court is whether the said payment constituted a conditional stakeholder sum held pending the fulfillment of certain conditions, or alternatively, whether it formed part of a binding agreement for the purchase of shares in a company. The proceedings have involved conflicting oral testimonies from multiple witnesses regarding the true nature and purpose of the financial transaction, the existence or absence of due diligence processes, and the parties' contemporaneous conduct following the payment.
[3] The court is required to determine, on a balance of probabilities, which version of events is more credible when assessed against the objective documentary evidence and the overall probabilities of the case. The resolution of this matter turns primarily on questions of burden of proof, witness credibility, and the proper interpretation of the parties' actions and communications in the commercial context.
Background Facts
[4] The Plaintiff in this case is Jingshi Holdings (M) Sdn Bhd, a company incorporated in Malaysia with its registered address at 69A, Pusat Perniagaan Raja Uda, Jalan Raja Uda, 12300 Butterworth, Pulau Pinang. The Defendant is Messrs Patrick Yeoh & Company, a legal firm operating at A1-1-6, Solaris Dutamas, No 1, Jalan Dutamas 1, 50480 Kuala Lumpur. At all material times, Mr Yeoh Eng Kong, also known as Patrick Yeoh, was the sole proprietor and partner of the Defendant firm.
[5] In or around September 2021, there were meetings between representatives of the Plaintiff and Patrick Yeoh. The meetings took place at the Defendant's office in Solaris Dutamas. During this time, discussions were held regarding the potential acquisition of shares in an Australian company known as Frontier Capital Group Ltd ("FOG"). FCG is described as the owner and operator of Hotel Stotsenberg and Fortune Gate Casino (formerly known as Casablanca Casino) located at the Clark Freeport Zone in the Philippines.
[6] On 1 October 2021, the Plaintiff deposited the sum of RM1,000,000.00 into the client account of the Defendant. The funds were transferred from the Plaintiff's bank account to the Defendant's bank account maintained at Hong Leong Bank Berhad. It is not disputed that the Defendant received the said sum.
[7] Following the deposit, no written sale and purchase agreement was executed between the Plaintiff and any third party in relation to the acquisition of FCG shares. There is a dispute between the parties as to whether the identity of the vendor or seller of the FCG shares was documented or confirmed to the Plaintiff prior to or at the time of the deposit on 1 October 2021.
[8] On 2 June 2022, the Plaintiff's solicitors issued a let
