JUDGMENT

John Lee Kien How @ Mohd Johan Lee J:

(After Full Trial)

Introduction

[1] This is a legal dispute over the validity of an irrevocable Power of Attorney and a corresponding property sale agreement concerning malay reserve land, contested between the original owner, a sales agent, and a third-party purchaser.

[2] This is a consolidated judgment for KA-22NCvC-42-07/2020 ("Suit 42") and KA-22NCvC-15-03/2021 ("Suit 15") which were heard jointly and simultaneously pursuant to the Court Order dated 29 September 2022.

Brief Facts Of The Case

[3] The plaintiff in Suit 42, ("Azura") is the registered owner of the two-storey bungalow property located in Alor Setar, Kedah, which is held under Geran Mukim 11604, Lot 6219 ("the Property"), and is subject to potential restrictions concerning the Kedah Malay Reserve Enactment ("the Enactment").

[4] The relationship between Azura and the defendant in Suit 42, Yuan Trading Sdn Bhd ("Yuan Trading"), as well as the third party, Zaidi Bin Md Yusof ("Zaidi") who is the plaintiff in Suit 15, commenced on 10 February 2020, when Azura appointed Yuan Trading as an agent to sell the Property. Both Azura and Yuan Trading are named as defendants in Suit 15.

[5] On 10 February 2020, Azura executed several documents with Yuan Trading and Zaidi, including a Consensual Agreement ("the Agreement"), an Option Letter, and a disputed irrevocable Power of Attorney ("the PA"). Concurrently, Azura received two cheques totalling RM240,000.00 from Yuan Trading, which Azura claims was intended as a loan and not part of the purchase price.

Suit 42

[6] Zaidi became involved in the transaction arising from the Agreement executed on 10 February 2020, by transferring RM86,399.20 to Azura as an alleged partial payment for the Property.

[7] The dispute arose when Azura challenged the legality of the PA, contending that it is void, invalid, and unenforceable because it conflicts with s 10 of the Enactment.

[8] Azura then filed Suit 42 seeking the return of her original title deed from the defendant (or their counsel, Messrs. Aidah Ghani & Associates) and the removal of the Private Caveat lodged by Yuan Trading.

Suit 15

[9] Following this, the third-party purchaser, Zaidi, filed Suit 15, against Azura, demanding specific performance of the Agreement and an order compelling her to execute the necessary transfer documents, specifically Form 14A, to register the Property under his name.

Azura's Case

Suit 42

[10] Azura's primary contention in Suit 42 is that the PA is legally untenable due to its contravention of s 10 of the Enactment, rendering it invalid and unenforceable.

[11] Furthermore, Azura argues that the Agreement is vitiated by illegal moneylending practices, given Yuan Trading's imposition of a 12% interest rate without a valid moneylender's license, in violation of the Moneylenders Act 1951. Azura also asserts that the overarching Agreement is void due to illegality and fraud, compounded by Yuan Trading's failure to provide conclusive evidence of Azura's receipt of the RM240,000.00.

[12] Additionally, Azura maintains that the allegations of fraud and misrepresentation are consistent with their pleadings and that Zaidi's claim to be a bona fide purchaser is unsustainable, given evidence of bad faith and ulterior motives.

Suit 15

[13] The defence presented by Azura, the 1st Defendant in Suit 15, primarily challenges the binding nature of the Agreement cited by Zaidi and disputes the factual basis for demanding specific performance and transfer of the Property.

[14] Azura's position is aimed at defeating Zaidi's claim for specific performance (an order to compel the sale of the Property to him).

[15] First, she testified that she had never seen the Agreement, which included Zaidi's name. Although she confirmed that she executed various documents on 10 February 2020, her testimony suggested a denial of the comprehensive agreement being fully binding upon her, particularly concerning Zaidi's role.

[16] Secondly, Azura's learned counsel i