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2025 MarsdenLR 5833
HIGH COURT MALAYA KUALA LUMPUR
AFFIN BANK BERHAD – Appellant
Versus
IHAA CAPITAL SDN BHD & ORS – Respondent
[Suit No: WA-22NCC-562-08/2024]
Defendants are bound by their signatures on loan agreements, thus cannot deny knowledge or payment defaults, leading to summary judgment in Plaintiff's favor.
Headnote:(A) Companies Act 2016 - Loan Facilities - Summary judgment sought by Plaintiff for banking facilities granted to the First Defendant and guaranteed by the Second to Fourth Defendants - Defendants failed to raise triable issues without supporting evidence - Admissions from Defendants establish liability under various agreements - Issues of knowledge of documents and default addressed. (Paras 2, 21, 35)
(B) Knowledge of Agreements - Defendants are estopped from denying knowledge of Charge and related agreements due to their signatures on said documents - Mere denial without evidence insufficient. (Paras 24, 25)
(C) Service of Notices - Notices deemed served according to terms of agreements - Claims of non-receipt dismissed due to documentary evidence provided. (Paras 26, 30)
(D) Default of Payments - Certificate of Indebtedness is conclusive evidence without challenge - Defendants provided no evidence of making payments. (Paras 31, 33)
Facts of the case:
Plaintiff approved substantial loan facilities for First Defendant, secured by various agreements and guarantees from the individual Defendants, who acknowledged receiving the loan but later contested default and knowledge of agreements.
Findings of Court:
Summary judgment granted to Plaintiff due to established liability by Defendants with costs awarded.
Issues: Whether Defendants had knowledge of the Charge and agreements, the validity of notice service, and claims of non-payment.
Ratio Decidendi: Court emphasized that Defendants, by signing agreements, cannot deny knowledge, and that failure to challenge evidence of indebtedness led to conclusive rulings.
Result: Plaintiff's claims for summary judgment allowed with costs.
| Table of Content |
|---|
| 1. plaintiff's application for summary judgment. (Para 1 , 2) |
| 2. identifies the defendants and their roles. (Para 3 , 4 , 5 , 6) |
| 3. details terms of the loan facilities. (Para 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15) |
| 4. defendants defaulted on loan payments. (Para 18 , 19 , 20) |
| 5. defendants raise triable issues. (Para 21) |
| 6. court observes defendants' admissions. (Para 22 , 23) |
| 7. defendants estopped from denying knowledge. (Para 24 , 25) |
| 8. notices of demand and termination duly served. (Para 26 , 27 , 28 , 29) |
| 9. defendants' claims of non-default lack merit. (Para 30 , 31 , 32 , 33 , 34) |
Introduction
[1] Enclosure 10 is the Plaintiff's application for summary judgment for banking facilities granted to the First Defendant and guaranteed by the Second, Third and Fourth Defendants.
[2] After hearing submissions and upon perusal of all relevant cause papers, this Court was satisfied that the Defendants have failed to raise any triable issues to merits the action going for trial. The submissions by the Defendants were unsupported by any documentary evidence at all and in fact contrary to the documents.
Background Facts
The Parties
[3] The First Defendant is a private limited company established under the Companies Act 2016 having its registered and business address at No. 9.07, Level 9, Amcorp Tower B, Amcorp Trade Centre, 18 Barat 46050 Petaling Jaya, Selangor, and another known address for service is at No. 7-1, Jalan 109F, Plaza Danau 2, Taman Danau Desa, 58100 Kuala Lumpur.
[4] The Second Defendant is the director of the First Defendant and is the Guarantor for the First Defendant, with a known address for service at Unit 25, Sunway Kiara Hills, No 1, Jalan 32/70A, TamanSri Hartamas, 50480 Kuala Lumpur, Federal Territory of Kuala Lumpur.
[5] The Third Defendant, is the director of the First Defendant and is also the Guarantor for the First Defendant, with a known address for service at 25, Block Cempaka, Desa 288, 68000 Ampang, Selangor Darul Ehsan.
[6] The Fourth Defendant is the director of the First Defendant and is also the Guarantor for the First Defendant, with a known address for service at No 1, Bayu Segar 2, Taman Bayu Segar, 56100 Cheras, Federal Territory of Kuala Lumpur.
The Facilities
[7] At the request of the First Defendant, the Plaintiff approved a Term Loan Facility 1 amounting to RM15,000,000.00 ("TermLoan Facility 1") to part finance up to 88.23% or RM15,000,000.00 of the purchase price of RM17,000,000.00 of a single-storey detached factory with adouble-storey office annexed known as Lot 4, Jalan Sasa 25/146, Taman Sri Muda, Seksyen 25, Shah Alam, 40400 Shah Alam, Selangor, through the Plaintiff's Letter of Offer dated 9 December 2022 ("the Letter of Offer") subject to the terms and conditions stipulated therein.
[8] The salient terms and conditions in the Letter of Offer for Term Loan Facility 1, inter alia, are as follows:
(i) the First Defendant shall pay interest atthe Plaintiff's Base Lending Rate ("BLR") minus 1.85% per annum, calculated on amonthly rest basis, and the Plaintiff at its discretion may prescribe other rates at any time and from time to time; and
(ii) the First Defendant shall pay the Term Loan Facility 1 amounting to RM116,366.00 per month, inclusive of interest, for aperiod of one hundred and eighty (180) months until full settlement.
[9] In line with the Letter of Offer, the Plaintiff has also approved Term Loan Facility 2 amounting to RM750,000.00 ("Term LoanFacility 2"), primarily, for the following purposes:
(i) to finance Credit Level Term Assurance(CLTA) with Money Back Protector ("MBP") of total premium not exceeding RM325,000.00 to cover the insured, the Second Defendant for ten (10) years and insurance policy is to be assigned to the Plaintiff;
(ii) to finance Credit Level Term Assurance(CLTA) with Money Back Protector (MBP) of total premium not exceeding RM325,000.00 to cover the insured, the Third Defendant for ten (10) years and insurance policy is to be assigned to
