SARALEANA NATTAYA BINTI AZMI v TECHNA-X BERHAD

Case Significance

Dismisses a claim for the balance of a share-purchase price where the seller had acknowledged full and final settlement, the alleged forgery was unproven (no disputed authenticity, no police report, no pleading amendment), and the variations to the payment terms were valid.

This High Court (Kuala Lumpur, Commercial Division) decision is delivered after a full trial of a claim for the balance purchase consideration under a Share Purchase Agreement. The plaintiff claimed RM10,452,000 as the balance purchase consideration for the sale of her 10,000,000 shares in a digital company to the defendant, a public company. There had been variations to the terms of the agreement, particularly the payment terms: what began as a straightforward payment had morphed into payments by or through other third parties, and the parties were unable to give the court any clarity on the actual arrangement reached in respect of those variations. In the end the court was left to determine the dispute primarily on the plaintiff's express acknowledgments that she had received payment constituting full and final settlement of the agreement.

Around 10 February 2021 the plaintiff and the defendant had entered into a Share Purchase Agreement under which the defendant agreed to purchase the plaintiff's 10,000,000 shares in the digital company. The issues the court examined included whether the plaintiff was entitled to claim outstanding payments despite having received a full and final settlement of the due amounts, whether an alleged forgery had been proven, and whether an agreement without consideration is void, together with whether the contracting parties had agreed to vary the payment terms as to timing and payee.

The court held that the plaintiff had failed to discharge her evidential burden. The allegation of forgery was not proven; the relevant documents were in a part of the bundle whose authenticity was not disputed; no police report had been lodged and no amendment to the pleadings had been made in support of the forgery allegation. The court rejected the plaintiff's contention that the variations made to the terms of the Share Purchase Agreement were void, and found that the variations of the payment terms as to timing and payee were valid. Concluding that the plaintiff's claims had no merit, the court dismissed them with costs of RM20,000, subject to allocatur. The judgment illustrates how express acknowledgments of full and final settlement, and unproven allegations of forgery, determine a claim for a balance share-purchase consideration.