PILECON ENGINEERING BERHAD v 1. ) CAHAYA KELANG CONSTRUCTION SDN BHD 2. ) PNSB ACMAR SDN BHD

b-02ncca-2117-11-2022 Court of Appeal (Mahkamah Rayuan) 28 July 2025 • B-02(NCC)(A)-2117-11/2022 • 18 min read

2 cases cited (0 SG, 2 foreign)

Catchwords

Issue (i) Undue Preference (Section 528 CA 2016) – High Court wrongly applied s.528 CA 2016 – Claim still void under s.293 CA 1965 (Board Resolution = undue preference) – Resolution passed 2 months before winding-up. Issue (ii) Restrictive Clauses in Deeds – Clauses limit claims to 1st respondent only – No right of claim against 2nd respondent – Resolution sought property transfer, not monetary payment – outside deed scope – Resolution held inoperative and unenforceable. Issue (iii) Privity of Contract – No valid debt assignment as required by s.4(3) Civil Law Act 1956 – No written, signed assignment by Prizegard – Resolution was self-serving – not enforceable. Issue (iv) Limitation, Estoppel & Admission – High Court did not decide, factual disputes require oral evidence – Appellant claimed debt was acknowledged, resetting limitation – Issue not addressed as claim failed on other grounds. Conclusion – High Court findings not plainly wrong – Appeal dismissed – Costs of RM30,000.00 subject to allocatur.

Practice Areas

Issue (i) Undue Preference (Section 528 CA 2016)

Judges (3)

Ahmad Fairuz bin Zainol Abidin Coram Mohamed Zaini bin Mazlan Delivered Ravinthran a/l Paramaguru Coram

Counsel (7)

A.J Ariffin, Yeo & Harpal Firm Goik, Ramesh & Loo Firm Christie Ling Chui Lin Counsel Respondent Derrick Chan Counsel Appellant Goik Kenzu Counsel Respondent Ivanpal Singh Grewal Counsel Appellant Pang Li We Counsel Appellant

Parties (3)

CAHAYA KELANG CONSTRUCTION Sdn Bhd Respondent PILECON ENGINEERING BERHAD Appellant PNSB ACMAR Sdn Bhd Respondent

Case Significance

PILECON ENGINEERING BERHAD v 1. ) CAHAYA KELANG CONSTRUCTION SDN BHD 2. ) PNS... is a Court of Appeal (Mahkamah Rayuan) decision dated July 28, 2025 (citation: b-02ncca-2117-11-2022). <p>Pilecon Engineering claimed against Cahaya Kelang Construction and PNSB Acmar to recover a debt allegedly assigned from its subsidiary Prizegard, which had performed construction works. The Court of Appeal upheld the High Court's dismissal, finding that the board resolution purporting to assign the debt was an undue preference under the Companies Act 1965, the assignment did not comply with section 4(3) of the Civil Law Act 1956, and restrictive clauses in the deeds limited claims to the firs The panel comprised Ahmad Fairuz bin Zainol Abidin, Mohamed Zaini bin Mazlan and Ravinthran a/l Paramaguru, with Mohamed Zaini bin Mazlan delivering the judgment. Counsel appearing: Christie Ling Chui Lin (counsel for respondent), Derrick Chan (counsel for appellant), Goik Kenzu (counsel for respondent), Ivanpal Singh Grewal (counsel for appellant), Pang Li We (counsel for appellant).

Summary

Pilecon Engineering claimed against Cahaya Kelang Construction and PNSB Acmar to recover a debt allegedly assigned from its subsidiary Prizegard, which had performed construction works. The Court of Appeal upheld the High Court's dismissal, finding that the board resolution purporting to assign the debt was an undue preference under the Companies Act 1965, the assignment did not comply with section 4(3) of the Civil Law Act 1956, and restrictive clauses in the deeds limited claims to the first respondent only. The appeal was dismissed with costs of RM30,000.

What was the outcome of PILECON ENGINEERING BERHAD v 1. ) CAHAYA KELANG CONSTRUCTION SDN BHD 2. ) PNS...?

<p>Pilecon Engineering claimed against Cahaya Kelang Construction and PNSB Acmar to recover a debt allegedly assigned from its subsidiary Prizegard, w...

Statutes Cited

Companies Act 2016 (Cap 777)

s 465(1)(e) s 528

Cases Cited (2)

MY (2)

[1998] 4 CLJ 556 [2020] 1 MLJ 311