1. ) NGAN CHING WOO 2. ) AT MASTERS SDN BHD v 1. ) SYED SAZLEE BIN SYED HAMZAH 2. ) KHOO KIAM CHONG 3. ) PENDAFTAR SURUHANJAYA SYARIKAT MALAYSIA 4. ) PUNCAK KENANGAN SDN BHD

wa-22ncc-319-07-2022 High Court (Mahkamah Tinggi) 5 November 2025 • WA-22NCC-319-07/2022 • 150 min read

25 cases cited (3 SG, 22 foreign)

Catchwords

FRAUD: Impeachment of consent order – Consent order procured by conscious and deliberate concealment of material facts – Setting aside judgment on ground of fraud – Whether test for fraud requires proof of conscious and deliberate dishonesty – Whether constructive fraud or mere unconscionability sufficient – Whether concealed facts must be material in the sense their disclosure would have fundamentally altered the manner in which the court approached and decided the matter – Whether applicant who personally approved and benefited from impugned transactions could conceal such involvement and seek to challenge those same transactions – Whether consent order entered bilaterally between applicant and statutory body without participation of affected parties could stand – Whether fraud vitiates judgments, agreements and transactions – Applicability of 'fraud unravels everything' principle – Whether fresh action to impeach judgment obtained by fraud barred by res judicata COMPANY LAW: Register of members – Rectification of register – Appeal under s 602(4) Companies Act 2016 against Registrar's refusal to rectify – Whether consent order directing Registrar to reconsider rectification application affects proprietary rights of shareholders – Whether company whose register is subject of rectification application is a necessary party – Whether Registrar entitled to know full facts when making decisions about exercise of discretionary powers – Whether consent order merely procedural or dispositive of parties' rights CONTRACT LAW: Champerty and maintenance – Champertous agreements void as contrary to public policy – Whether Declaration of Trust, Power of Attorney and Agreement for Shares constitute champertous arrangements – s 24(e) Contracts Act 1950 – Whether person with no pre-existing legitimate interest in litigation agreeing to assist party in return for share of proceeds constitutes champerty – Whether interest derived solely from impugned champertous agreements could confer legitimate standing – Whether circularity of deriving standing from agreement whose validity is in question – Whether stranger to company with no shareholding, directorship or creditor relationship has independent legitimate interest – Whether champertous agreements void by operation of law without need for formal declaration – Whether proceedings instituted pursuant to champertous arrangements liable to be set aside – Whether finding of no conspiracy in separate proceedings precludes finding of champerty – Whether arrangement designed to enable party to obtain indirectly what failed to obtain through dismissed litigation NATURAL JUSTICE: Breach of audi alteram partem principle – Deliberate exclusion of interested parties from proceedings – Whether party whose proprietary rights may be affected entitled to notice and opportunity to be heard – Whether consent order obtained in breach of natural justice is a nullity – Whether affected party entitled to have order set aside ex debito justitiae – Whether right to be heard applicable where rectification of register of members would fundamentally alter shareholding structure – Whether opportunity to participate at subsequent administrative stage cures exclusion from court proceedings in which order was obtained – Whether bilateral consent order binding on parties who were not party to it and had no knowledge of it ABUSE OF PROCESS: Multiplicity of proceedings – Whether filing of successive proceedings based on substantially similar allegations regarding same underlying transactions constitutes abuse of process – Whether repeated attempts to relitigate matters determined adversely in prior proceedings amounts to collateral attack – Whether litigation pursued not for vindication of rights but for commercial benefit of intermeddler – Whether cumulative effect of excluding interested parties, concealing mater

Practice Areas

Administrative Law Civil Procedure Company Law Contract

Judges (1)

Atan Mustaffa Yussof Ahmad Delivered

Counsel (13)

Lim Kian Leong & Co Firm Vazeer Akbar Majid & Co. Firm Zahir Jeya & Zainal Firm Dennis Xavier Counsel Defendant Jeane Lee Yi Jin Counsel Plaintiff Jeyakumar Palakrishnar Counsel Defendant Nor Syairah Sulaiman Counsel Defendant Normadiah Mohammad Counsel Defendant Rossa Severinus Counsel Defendant Shamitha a/p Ganisan Counsel Defendant Stanley Sebastian a/l Sinnappen Counsel Defendant Terence Chan Kah Meng Counsel Plaintiff Ung Zhee Laine Counsel Plaintiff

Parties (6)

AT MASTERS Sdn Bhd Plaintiff PENDAFTAR SURUHANJAYA SYARIKAT MALAYSIA Defendant PUNCAK KENANGAN Sdn Bhd Defendant Khoo Kiam Chong Defendant Ngan Ching Woo Plaintiff Syed Sazlee bin Syed Hamzah Defendant

Case Significance

Illustrates the strict test for impeaching a consent order for fraud — conscious and deliberate dishonesty concealing facts that would fundamentally have altered the court's approach — and the voidness under section 24(e) of the Contracts Act 1950 of the champertous arrangements underlying it, the court setting the order aside in full.

This High Court decision concerns two suits heard together in which the plaintiffs sought to impeach and set aside a consent order obtained in earlier proceedings, on the grounds of fraud, deliberate concealment of material facts, and champertous arrangements. The consent order, recorded in an earlier originating summons, had directed the Companies Commission of Malaysia to reconsider an application to rectify a company's register of members, and it had been entered between one party and the statutory body without the participation of the affected shareholders. The court examined whether the order had been procured by conscious and deliberate concealment of material facts — including the concealment of prior litigation and the true state of the underlying disputes — and whether the arrangements underlying it were tainted by champerty and maintenance contrary to public policy. It reaffirmed that the test for impeaching a judgment for fraud requires proof of conscious and deliberate dishonesty, not mere constructive fraud or unconscionability, and that the concealed facts must be material in the sense that their disclosure would fundamentally have altered the way the court approached the matter, invoking the principle that fraud unravels everything. Applying that standard, the court declared that the consent order had been obtained by fraud and dishonesty by the deceased first party and the second defendant, impeached and set aside the order in its entirety, and struck out the earlier originating summons. It further declared that the actions in obtaining the consent order were pursuant to champertous and usurious arrangements, void under section 24(e) of the Contracts Act 1950, and an abuse of process. Declining to order an assessment of damages because no quantifiable loss had been proved and the setting aside was itself the complete remedy, the court ordered the wrongdoers to pay the plaintiffs costs of RM100,000 and a further RM15,000 to the Commission. The judgment illustrates the strict test for impeaching a consent order for fraud.

Summary

This suit was heard together with Suit 221, both seeking to impeach a consent order regarding the register of members of Puncak Kenangan, alleging fraud, champerty, and abuse of process by Syed Sazlee and Khoo Kiam Chong. The High Court declared the consent order was obtained by fraud and dishonesty, set it aside, and declared the underlying proceedings were tainted by champertous arrangements and constituted an abuse of process.

What must be shown to impeach a consent order for fraud?

The court held that impeachment requires proof of conscious and deliberate dishonesty — not mere constructive fraud or unconscionability — and that the concealed facts must be material in the sense that their disclosure would fundamentally have altered the way the court approached and decided the matter; on that basis, invoking the principle that fraud unravels everything, it set the consent order aside.

What was the effect of the champertous arrangements on the consent order?

The court declared that the actions in obtaining the consent order were pursuant to champertous and usurious arrangements, void under section 24(e) of the Contracts Act 1950 as contrary to public policy and amounting to an abuse of process, reinforcing the setting aside of the order in its entirety, with costs against the wrongdoers.

Statutes Cited

Companies Act 2016 (Cap 777)

Contracts Act 1950 (Cap 136)

Rules of Court 2012

Cases Cited (25)

SG (1)

[2006] SGCA 46

SLR (2)

[1998] 1 SLR 374 [2016] 5 SLR 103

UK (5)

[1956] 1 All ER 341 [1967] 2 QB 729 [1993] 1 WLR 1489 [2003] 1 WLR 1511 [2013] EWCA Civ 328

AU (1)

[2012] VSC 87

MY (16)

[1975] 2 MLJ 175 [1976] 2 MLJ 253 [1981] 2 MLJ 199 [1985] 1 MLJ 42 [1989] 2 MLJ 290 [1990] 2 MLJ 303 [1996] 1 MLJ 374 [2004] 1 MLJ 618 [2009] 5 MLJ 95 [2010] 2 MLJ 181 [2012] MLJU 1070 [2016] MLJU 367 [2019] 2 CLJ 246 [2020] 5 MLJ 185 [2021] 3 MLJ 622 [2024] 1 CLJ 467

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (wa-22ncc-319-07-2022)