Saheran Suhendran JC:

GROUNDS OF JUDGMENT

[1]These Grounds concern a Notice of Appeal filed vide End 37 against my decision granting leave for the Applicant:

[2]The application for leave was made pursuant to a Notice of Motion dated 6.3.2025 (End 2) filed by the Applicant, supported by his affidavit affirmed on 5.3.2025 in End 1.

[3]All references herein to sections are with reference to sections in CA2016. The contents of these Grounds are set out below:

INTRODUCTION

[4]The allegations set out in paras 5 to 13 below are principally derived from the Applicant’s version of events in End 2.

[5]R1 is in liquidation and R2 was appointed as the liquidator pursuant to an application made by a former director and majority shareholder of R1, Yeong Kin Wai (“Yeong”). The Applicant is also a former director and shareholder of R1.

[6]Central to this application is an action commenced against the Applicant on 11.12.2024 vide KL Sessions Court BA-A52-155-12/2024 (“Civil Suit”) for misappropriating RM48,000.00. It was commenced by the Liquidator (R2) in the name of R1. There is little doubt that the Liquidator was instrumental in commencing the Civil Suit, as can be seen from the following.

[7]The Applicant was a director of both R1 and AD&M. It is pleaded in para 22a. of the SOC that the Applicant was a signatory of AD&M’s cheque for the RM48,000.00, and that he wrongfully signed the cheque made out to himself personally. Although the relief sought in the Civil Suit is for recovery of the RM48,000.00, there are also allegations of breach of fiduciary duty against the Applicant.

[8]In the Civil Suit, the Applicant denies that he misappropriated the RM48,000.00. But instead, he says such sums were paid directly to him by AD&M as director’s fees in his capacity as a director of AD&M; and that similar sums were also paid to the other directors. Such director’s fees were said to be approved by all the directors of AD&M.

[9]R1 and R2 deny this at para 27 of their submissions (End 18). They rely on e mails from AD&M, which were merely attached to their Bundle of Authorities. I have ordered them to be expunged, see paras 17 to 21 below.

[10]In addition to pressing his defence in the Civil Suit, the Applicant also intends to file a counterclaim against R1, R2 and Yeong in the Civil Suit (“the Counterclaim”).

[11]To this end, the Applicant filed End 2 herein for leave to file the Counterclaim against, inter alios, R1 and R2.

The Alleged Conspiracy - Overview

[12]The Applicant’s main cause of action against R1, R2 and Yeong is in conspiracy to injure the Applicant by unlawful means. The alleged conspiracy is between Yeong and R2 to file the allegedly fabricated Civil Suit in the name of R1. In this sense R1, was being used by R2 as a vehicle and was as much party to the conspiracy as was R2 and Yeong. The Applicant further claims that he is owed RM168,217.70 by R1 for having repaid (as guarantor) R1’s loans.

[13]It was claimed that Yeong and R2’s purpose for filing the Civil Suit alleging misappropriation was to lend credence to Yeong’s justification defence in the Defamation Suit, whereby Yeong alleges that the Applicant stole funds from R1 (see para 14g below).

[14]The background to the proposed conspiracy claim against R1, R2 and Yeong was presented by the Applicant in paras 17-29 of End 1. This is summarised as follows:

[15]Once appointed as liquidator, R2 filed the Civil Suit in December 2024, in the name of R1 (using R1 as a vehicle) against the Applicant for the alleged misapplication of the RM48,000.00.

PRELIMINARY OBJECTIONS

[16]Both parties raised preliminary objections.

BY THE APPLICANT

[17]The Applicant raised