JUDGMENT

Lim Chong Fong JCA:

Introduction

[1] These are four (4) related appeals that arose from three High Court suits pertaining to a money lending transaction.

[2] For clarity and convenience, the parties will be addressed below by their names abbreviated as follows:

Civil Suit No: PA-22NCVC-74-05/2018 KBH Marine Industry Sdn Bhd & Anor v. Pioneer Conglomerate Sdn Bhd & Ors And Other Cases
1st Plaintiff	KBH Marine;
2nd Plaintiff	SSH;
1st Defendant	Pioneer Conglomerate;
2nd Defendant	CSC;
3rd Defendant	TPC;
4th Defendant	YBL;
5th Defendant	TSG;
6th Defendant	LSA;
7th Defendant	KYY; and
8th Defendant	Ace Credit
Civil Suit No: PA-22NCvC-123-05/2019 KBH Marine Industry Sdn Bhd & Anor v. Pioneer Conglomerate Sdn Bhd & Ors And Other Cases
Plaintiff	Ace Credit;
1st Defendant	Pioneer Conglomerate;
2nd Defendant	CSC;
1st Third Party	KBH Marine;
2nd Third Party	SSH;
3rd Third Party	KES;
4th Third Party	KET
Civil Suit No: PA-22NCvC-11-04/2019 KBH Marine Industry Sdn Bhd & Anor v. Pioneer Conglomerate Sdn Bhd & Ors And Other Cases
Plaintiff	Pioneer Conglomerate;
Defendant	Ace Credit.

[3] We heard the appeals on 16 July 2025 and thereafter adjourned our decision to deliberate particularly on the difficult issues of law that have arisen.

[4] Having done so, we give our decisions below and the supporting grounds thereto

Background

[5] Ace Credit is a licensed money lending company under the Moneylenders Act 1951 ("Act").

[6] By a loan agreement dated 20th October 2017 ("Agreement") made between Ace Credit and Pioneer Conglomerate repayable in 6 months. Besides the Agreement, there were also several other documents executed including letter of offer, memorandum of deposit and charge annexure ("Other Loan Documents").

[7] Pursuant to the Agreement, Ace Credit disbursed:

(i) the sum of RM35,000,000.00 in three instalments to Pioneer Conglomerate of RM10,000,000.00 on 19 October 2017, RM6,275,000.00 on 23 October 2017 and RM18,725,000.00 on 24 October 2017;

(ii) the sum of RM4,517,823.84 to KBH Marine; and

(iii) the sum of RM10,482,176.16 to Malayan Banking Bhd to allow KBH Marine to redeem the following charged landed properties:

(a) Hakmilik HSD 17487, No Lot PT325 Seksyen 11E Bandar Georgetown, Daerah Timur Laut, Negeri Pulau Pinang;

(b) Hakmilik PN 7065, No Lot 364 Seksyen 11E Bandar Georgetown, Daerah Timur Laut, Negeri Pulau Pinang;

(c) Hakmilik PN 6971, No Lot 363 Seksyen 11E Bandar Georgetown, Daerah Timur Laut, Negeri Pulau Pinang (collectively "Properties").

[8] Upon disbursement of the aforesaid loan money, Ace Credit entered private caveat on the Properties pursuant to the charge annexure entered between Ace Credit and KBH Marine as security for the loan.

[9] Pursuant to the Agreement, KBH Marine serviced the loan by only paying the sum of RM528,300.00 but thereafter defaulted in the repayment of the loan as per the Agreement.

[10] On 7 May 2018, KBH Marine initiated Suit 74 in the Penang High Court against eight defendants which included Pioneer Conglomerate and Ace Credit.

[11] Subsequently, Ace Credit on 27 June 2018 initiated Kuala Lumpur High Court Suit No WA-22NCVC-394-06/2018 against Pioneer Conglomerate and CSC. In retaliation, Pioneer Conglomerate on 13 July 2018 initiated Kuala Lumpur High Court Suit. No. WA-22NCC-290-07/2018 Pioneer Conglomerate Sdn Bhd v. Ace Credit (M) Sdn Bhd (Encl 7) against Ace Credit. Both these suits were eventually transferred to the Penang High Court and renamed as Suit 123 and Suit 11 respectively.

In The High Court

[12] Suit 74 were heard together with Suit 123 and Suit 11.

[13] In Suit 74, KBH Marine and SSH claimed for the following:

"59. Wherefore, the 1st and 2nd Plaintiffs jointly and severally claim and pray for judgments be entered against the Defendants jointly and severally as follows:-

i) that the 2nd and 7th Defendants do jointly and severally repay a sum of RM62,500.00 to the 1st Plaintiff and RM3,000,000.00 to the 2nd Plaintiff;

ii) that the 2nd and 7th Defendants do jointly and severally repay the sum of RM7,550,000.00 to the 2nd Pl