KHARISMA WIRA SDN BHD v 1. ) ACE CREDIT (M) SDN. BHD. 2. ) CHOONG CHEE MENG 3. ) CHANG AI NEE

wa-22ncc-696-09-2023 High Court (Mahkamah Tinggi) 15 July 2025 • WA-22NCC-696-09/2023 • 12 min read
2 cases cited (0 SG, 2 foreign)

Outcome

For the reasons above, I allow the Statement of Claim at paragraph 19 prayers [i] for the return of the Invested Sum of RM 10,500,000 and prayer [ii] for payment of the Investment Target Return of RM 1,890,000.

Quoted verbatim from the judgment of High Court (Mahkamah Tinggi) (wa-22ncc-696-09-2023). Read the full judgment on the official Malaysia Courts portal for the complete decision.

Catchwords

Section 4.03 of the Agreement merely states that the plaintiff agrees and understands the financial risks associated with investment. But this acknowledgment of risk does not imply that the Investment Target Return or repayment of the Invested Sum are contingent upon the financial performance of Ace Credit-Section 4.03 of the Agreement does not override sections 2.01 and 2.03 of the Agreement which expressly provide that the Investment Target Return are to be paid annually and the Invested Sum are to be repaid in full at the end of the investment period-Investment Agreement-moneylending whereby a lender lends money with interest charged-Accordingly, when a court is called upon to interpret a document, it looks at the language. If the language is clear and unambiguous and applies accurately to existing facts, it shall accept the ordinary meaning; for the duty of the court is not to delve into intricacies of the human mind to disclose one’s undisclosed intention, but only to take the meaning of the words used by him, that is to say his expressed intentions-presumption under section 10 OA of the MA 1951-38. The case before me is not a loan agreement. The plaintiffs did not lend monies to Ace Credit. In fact, it is Ace Credit which is the licensed moneylender as stated and represented in the Agreement at Recital A. And at Recital B it is stated that Ace Credit agreed on the plaintiffs investing in Ace Credit-

Practice Areas

Banking & Finance

Judges (1)

Leong Wai Hong Delivered

Counsel (10)

Peter Ling & Van Geyzel Firm Shankar Govinth Firm Wan Sarimah & Co. Firm Akmal Khuzairi Bin Masri Counsel Plaintiff Lim Chun Yen Counsel Defendant Loo Man Keith Counsel Defendant Muhammad Syahmi Akif bin Jamil Counsel Plaintiff Nabilah Arysa Counsel Defendant Shankar Govinth Counsel Defendant Wan Sarimah Wan Husain Counsel Plaintiff

Parties (4)

ACE CREDIT Sdn Bhd Defendant KHARISMA WIRA Sdn Bhd Plaintiff Chang Ai Nee Defendant Choong Chee Meng Defendant

Case Significance

Illustrates how a general acknowledgment of investment risk in a contract does not, without clear words, make repayment of the invested sum or the agreed return contingent, so that the recipient of the investment remains bound to repay.

This High Court decision in the Commercial Division at Kuala Lumpur, delivered by Leong Wai Hong J after a one-day trial, concerns an investor's claim to recover its invested sum and the promised return under an investment agreement. The plaintiff, an investor company, sued the company in which it had invested — the first defendant, which was in liquidation — together with two individuals as the second and third defendants. The defendants sought to resist the claim by pointing to a clause of the agreement, section 4.03, under which the plaintiff acknowledged and understood the financial risks associated with the investment.

The central question of construction was whether that acknowledgment of risk made the Investment Target Return, or the repayment of the invested sum, contingent — so that the plaintiff bore the risk of non-payment — or whether the defendants remained bound to repay the invested sum and the agreed return regardless. The Court held that section 4.03 merely recorded the plaintiff's understanding of the financial risks associated with the investment, and that this acknowledgment did not imply that the return or the repayment of the invested sum were contingent on anything; the obligation to repay stood.

The Court found that the plaintiff had proven its case against the first defendant, the company it had invested in, and against the second and third defendants. It ordered repayment and interest on the principal sum of RM1,890,000 at 5% per annum from 1 January 2023 until payment, and awarded costs of RM10,000 to be paid by the first defendant to the plaintiff and RM15,000 to be paid by the second and third defendants to the plaintiff, subject to allocatur. The judgment is a useful illustration of how a general acknowledgment of investment risk in a contract does not, without clear words, make the repayment of the invested sum or the agreed return contingent, so that the recipient of the investment remains bound to repay.

Did the investor's acknowledgment of risk in section 4.03 make repayment contingent?

No. The Court held that section 4.03 merely recorded the plaintiff's understanding of the financial risks of the investment and did not imply that the Investment Target Return or the repayment of the invested sum were contingent; the obligation to repay the invested sum and the agreed return remained binding.

What did the Court order?

It found the plaintiff had proven its case, ordered repayment with interest on the principal of RM1,890,000 at 5% per annum from 1 January 2023 until payment, and awarded costs of RM10,000 against the first defendant and RM15,000 against the second and third defendants, all payable to the plaintiff subject to allocatur.

Cases Cited (2)

MY (2)
[2016] 8 CLJ 211 [2024] MLJU 3525

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (wa-22ncc-696-09-2023)