JUDGMENT

Atan Mustaffa Yusoff Ahmad J:

[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 ("FCG"). 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 letter to the Defendant requesting a refund of the RM1,000,000.00 that had been deposited. The Defendant responded via a letter dated 15 June 2022, in which the Defendant denied that it was obliged to return the sum and stated that the Plaintiff's claims were incorrect.

[9] On 21 June 2022, the Plaintiff filed the present suit seeking, among other relief, the return of the RM1,000,000.00. The Plaintiff's claim includes alternative relief based on the concept of money had and received.

[10] Subsequently, on 9 April 2024, Patrick Yeoh, in his personal capacity, initiated separate civil proceedings against the Plaintiff in Suit No. WA-22NCC-232-04/2024. In that suit, he sought an order for specific performance or, alternatively, a declaration that he was entitled to forfeit the RM1,000,000.00. On 14 June 2024, an application was filed by Patrick Yeoh to discontinue that action.

[11] The trial of the current suit was conducted over three days, namely on 23 April 2024, 24 April 2024, and 25 April 2024.

The Pl