JUDGMENT

Ahmad Fairuz Zainol Abidin JCA:

GROUNDS OF DECISION

Introduction

[1] These three appeals arise from the decision of the learned Judicial Commissioner ("learned JC") of the High Court of Malaya at Shah Alam who dismissed the respective Appellants' claims that 16 sale and purchase transactions involving properties previously owned by the Appellants were illegal moneylending transactions disguised as genuine property sales.

[2] In the present case, there are three appeals before us filed by the Appellants to appeal against the decision dated 31 May 2024 after full trial by the High Court wherein three suits were heard together, as follows:

	High Court Civil Suit No:	Appeal No:
1.	BA-22NCvC-494-10/2018 AJ Kasturi Sdn Bhd v. Pannirselvam Mannar & Ors And Other Cases	B-02(NCvC)(W)-99506/2024
2.	BA-22NCvC-502-10/2018 AJ Kasturi Sdn Bhd v. Pannirselvam Mannar & Ors And Other Cases	B-02(NCvC)(W)-99406/2024
3.	BA-22NCvC-514-10/2018 AJ Kasturi Sdn Bhd v. Pannirselvam Mannar & Ors And Other Cases	B-02(NCvC)(W)1000-06/2024

[3] Appeals No 994 and 1000 were heard together with Appeal No 995, wherein Appeal No 995 is treated as the lead appeal. After a trial spanning 16 non-consecutive days with 6 witnesses called by the parties, the learned JC made various findings of fact and ultimately held that the Appellants had failed to prove their case, concluding that the sale and purchase transactions were genuine based on the evidence presented.

[4] The Appellants now appeal against the said decision, contending that the learned JC was plainly wrong in reaching her conclusion and had failed to appreciate the evidence in its totality.

Background facts

[5] The Appellant, AJ Kasturi Sdn Bhd, is a company involved in property investment. The 1st Respondent (Pannir), is a practicing advocate and solicitor from the firm Tetuan Nurliny, Pannir Mannar & Co ("the Firm"). The 2nd Respondent was a partner of the Firm (collectively, Pannir and the 2nd Respondent will be referred to as the Respondents). Pannir undertook to arrange financing for the Appellant through various funders (listed in the table at para 13 below) who would later be identified as the Other Respondents.

[6] Between May 2014 and November 2015, the Appellant entered into seven separate loan transactions totalling RM9,440,000.00. However, these transactions were structured not as conventional loans but as Sale and Purchase Agreements ("SPAs") involving 16 different properties owned by the Appellant.

The Loan Arrangements and Transaction Structure

[7] In May 2014, the Appellant required a loan of RM2,000,000.00. The Appellant's representative, Mr Anthony Raj a/l Ayakaram Joseph ("PW1/Anthony") attended the office of the Firm and met Pannir. Pannir informed Anthony that Pannir would be able to arrange a loan for the Appellant from funders provided the Appellant was able to provide a security in the form of property subject to the following terms:

(i) Appellant is to pay interest at 4% per month;

(ii) 3 months interest would be deducted at source;

(iii) The Firm's legal fees is payable by the Appellant and would be deducted at source; and

(iv) The Appellant's directors were to attend the Firm's Office to sign documents before the release of the loan.

[8] Based on the said terms, for a loan of RM2,000,000.00 only the sum of RM 1,745,000.00 would be released to the Appellant upon deduction of the sum of RM255,000.00 being RM240,000.00 as interest for 3 months (RM80,000.00 per month x 3 = RM240,000.00) and RM15,000.00 as legal fees.

[9] On 14 May 2014, the Appellant's directors (Kasturi and Catherine) attended the Firm's office to sign several documents which was prepared beforehand by the Firm in respect of Land No 1 Appeal No 995. These documents included a Sale and Purchase Agreement ("SPA"), Memorandum of Transfer ("MOT") and other related documents (collectively as "the SPA Documents") in favour of the Other Respondents of Appeal No 995.

[10] The directors of the Appellant were also asked by Pannir to sign a