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  1. UNIVERSAL HEALTH CARE (R&D) SDN BHD v. RAMLI MD SALEH & ORS [2026] 9 CLJ 1

  2. JUDICIAL QUOTES  

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CASE SPOTLIGHTS

UNIVERSAL HEALTH CARE (R&D) SDN BHD v. RAMLI MD SALEH & ORS [2026] 9 CLJ 1
FEDERAL COURT, PUTRAJAYA
HASHIM HAMZAH CJ
MOHD NAZLAN GHAZALI FCJ
COLLIN LAWRENCE SEQUERAH FCJ
[CIVIL APPEAL NO: 02(f)-50-11-2024(W)]
29 JULY 2026

COMPANY LAW: Fraudulent trading - Application under s. 304 of Companies Act 1965 - Allegation of write-off or waiver of inter-company debts to defraud judgment creditor - Whether entries in financial statements created enforceable legal debts - Whether proceeds of pre-sale belonged to bare trustee or sukuk holders

BANKING: Islamic banking - Sukuk al-ijarah - Beneficial interest - Concept of true sale - Transfer of beneficial ownership via assets purchase agreement - Rights of sukuk holders - Application of pre-sale proceeds under supplemental trust deed and Securities Commission approval - Whether entries in financial statements created enforceable legal debts - Whether proceeds of pre-sale belonged to bare trustee or sukuk holders - Whether accounting entries per se constitute legal and enforceable debts

JUDICIAL QUOTES

“Although inter-company loans between or amongst companies with common directors are not, in themselves, prohibited under the Companies Act, such transactions necessarily attract closer scrutiny owing to the inherent risk of conflicts of interest and the potential misuse of corporate funds for collateral purposes. It was, therefore, entirely appropriate for the learned High Court Judge to subject the transfers of a total sum of RM9,397,057.40 from Ga Yee to Encony and Eramas, facilitated by Khor and Chin, to careful examination in order to determine whether those transfers were tainted by fraud or formed part of a conspiracy to injure Ga Yee.”

“The learned High Court Judge further observed that the transfers of money from Ga Yee to Encony and Eramas had lacked the hallmarks of a bona fide commercial loan transaction and were devoid of any commercial substance indicative of a genuine lending arrangement. This, in turn, rendered the transfers inherently questionable. In our judgment, His Lordship was fully justified in reaching that conclusion for the following reasons.”

“Nature of transaction - a genuine loan or advance would be documented with clear terms regarding consideration, purpose, and, most importantly, repayment. The evidence adduced in the present case showed that these essential elements were completely absent.” – Per Evrol Mariette Peters JCA in Eramas Konsortium Sdn Bhd v. Ga Yee Furniture Sdn Bhd & Another Appeal [2026] 9 CLJ 705

LATEST CASES

Legal Network Series

CLJ 2026 Volume 8 (Part 6)

At the close of the prosecution's case, there is no statutory or legal requirement for a trial judge to make a formal or spoken declaration specifying whether the accused is called upon to answer a case of actual trafficking or presumed trafficking under the Dangerous Drugs Act 1952 ('DDA'). An omission by the trial judge to expressly state or record whether a case of direct or presumed trafficking has been established does not render the order calling for the defence defective nor does it cause a miscarriage of justice, provided that: (i) the prosecution's reliance on actual possession to trigger the statutory presumption of trafficking under s. 37(da) of the DDA is clearly communicated and understood by all parties throughout the proceedings; and (ii) no prejudice is occasioned to the accused in framing or presenting their defence.
PP v. Julasiri Akilmara [2026] 8 CLJ 795 [FC]

• SUBJECT
• CORAM
• COUNSEL

Factual possession and knowledge under s. 39B(1)(a) of the Dangerous Drugs Act 1952 are established by the cumulative weight of objective, circumstantial, and conduct evidence showing actual custody, control, and dominion over the illicit items at the material time. Criminal liability is determined by reasonable inferences drawn from the totality of the proved facts - such as an accused having sole physical control over a vehicle containing contraband within immediate reach, or directly leading police to the precise location of hidden drugs. Such compelling evidence of immediate physical dominion is not negated by speculative third-party access, nor does the omission to call nominal witnesses create a fatal gap or trigger an adverse inference under s. 114(g) of the Evidence Act 1950.
Mohd Jafri Hussain v. PP & Another Appeal [2026] 8 CLJ 823 [CA]

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• CORAM
• COUNSEL

An aggrieved party must strictly exhaust the internal statutory appeal machinery provided under s. 141W of the Customs Act 1967 before resorting to judicial review. Where the statutory route empowers the High Court to determine questions of law and mixed law and fact - including evaluating whether a Tribunal misdirected itself on the evidence - bypassing this machinery to file a judicial review constitutes an impermissible attempt to pursue an appeal under the guise of a review, thereby rendering the Act of Parliament redundant. Furthermore, if a litigant chooses to submit to a Tribunal's jurisdiction and loses, subsequently seeking judicial review to challenge the underlying regulator's decision constitutes an abusive, backdoor collateral attack designed to get a 'second bite of the cherry'. Such an afterthought is inherently frivolous, vexatious, and an abuse of the court process.
Winepak Corporation (M) Sdn Bhd v. Ketua Pengarah Kastam Diraja Malaysia [2026] 8 CLJ 846 [CA]

• SUBJECT
• CORAM
• COUNSEL

Where a housing developer relies on an extension of time granted under a regulation subsequently declared ultra vires, only the extended completion terms in the sale and purchase agreement are void and unenforceable, leaving the remaining statutory contract valid and reverting the completion period to its original statutory timeline. Because the Housing Development (Control and Licensing) Act 1966 is social legislation designed to protect consumers, a purchaser's right to statutory remedies is not defeated by a lack of positive proof concerning their ignorance of the underlying illegality at the time of contracting. Crucially, the cause of action for a late delivery claim accrues, and the six-year limitation period under the Limitation Act 1953 begins to run, from the expiry of the original statutorily prescribed completion period, rather than at the date of execution or actual delivery. Furthermore, while s. 22C of the Housing Development (Control and Licensing) Act 1966 enables homebuyers to maintain actions in their own names despite an absolute assignment to a financier, a failure to serve the requisite written notice within the statutory 14-day window constitutes a minor procedural irregularity that can be cured retroactively without stripping the plaintiff of locus standi
Ahmad Farid Mohd Fadzuli & Anor v. AQRS The Building Company Sdn Bhd [2026] 8 CLJ 861 [HC]

• SUBJECT
• CORAM
• COUNSEL

(i) For the purposes of s. 311(3) of the Companies Act 2016 ('CA 2016'), read alongside s. 2(1) of the CA 2016 and s. 35 of the Securities Industry (Central Depositories) Act 1991, a company does not take cognisance of trusts; the statutory 10% threshold is determined strictly by reference to the registered shareholding of the member at the date of the requisition notice, and shares beneficially held through nominees without their consent cannot be aggregated. However, an initial shortfall in the registered threshold constitutes a procedural irregularity within the scope of s. 582 of the CA 2016, which is curable where the shareholding is regularised prior to the transaction of substantive business and no substantial injustice is caused; (ii) The requirement in s. 313 of the CA 2016 that requisitionists convene an extraordinary general meeting 'as nearly as possible, as that in which meetings are to be convened by directors' governs solely the procedural envelope of the meeting, such as notice, agenda, quorum, and conduct. It does not silently import onto shareholder requisitionists the substantive listing and disclosure obligations under chapter 10 of the main market listing requirements which are explicitly imposed on the listed issuer and its subsidiaries.
Bursa Malaysia Securities Bhd v. MAA Group Bhd & Ors [2026] 8 CLJ 883 [HC]

• SUBJECT
• CORAM
• COUNSEL

A lessor cannot enforce lease covenants, demand rental arrears or terminate a lease agreement for non-performance where the lessor's own antecedent failures, specifically, the failure to deliver meaningful vacant possession with lawful access and to enable lease registration, disable the lessee from utilising the land. Furthermore, a lessor is legally precluded from asserting a breach based on: (i) antecedent or abandoned conduct. Acts or changes occurring prior to the execution of the contract cannot operate retrospectively to constitute a breach of later-introduced contractual terms, nor can an unapproved, unimplemented, and withdrawn proposal constitute a repudiatory breach; and (ii) waived or abandoned complaints. Where a party, with full knowledge of alleged prior breaches, elects to execute a fresh formal agreement rather than enforce its rights, it is treated as having made a final election and cannot subsequently resurrect the abandoned default.
Perbadanan Setiausaha Kerajaan Pahang v. Green Lion Sdn Bhd [2026] 8 CLJ 912 [HC]

• SUBJECT
• CORAM
• COUNSEL

(i) An order striking out or expunging an affidavit, under O. 41 r. 6 and O. 92 r. 4 of the Rules of Court 2012 ('ROC'), in interlocutory proceedings is strictly confined to the propriety of that specific filed document, and it does not constitute a substantive pre-trial ruling on the admissibility of the underlying facts, conversations, or separate exhibits contained in other parts of the court record; (ii) Disputed documents, audio recordings and transcriptions whose authenticity or contents are contested should not be summarily excluded prior to trial; instead, they must be placed in the appropriate pre-trial case management bundle under O. 34 r. 2(2)(e) of the ROC for their admissibility, authentication, compliance with s. 90A of the Evidence Act 1950, relevance, and weight to be fully heard and determined by the trial court.
Yeo Geok Beng v. Goldsand JV Sdn Bhd & Anor [2026] 8 CLJ 939 [HC]

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• CORAM
• COUNSEL

ARTICLES

LNS Article(s)

1. EVOLUTION OF THE BRICK WALL DOCTRINE OF CONSTRUCTIVE DISMISSAL IN MALAYSIAN SUPERIOR COURTS
   A DOCTRINAL NOTE ^{[Read excerpt]}
   by Dr Tahirah Manesah Abu Bakar* [2026] CLJU(A) xciv

[2026] CLJU(A) xciv

MALAYSIA

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EVOLUTION OF THE BRICK WALL DOCTRINE OF CONSTRUCTIVE DISMISSAL IN MALAYSIAN SUPERIOR COURTS
A DOCTRINAL NOTE

by
Dr Tahirah Manesah Abu Bakar*

Constructive dismissal jurisprudence has long recognised that an employer may repudiate a contract of employment by its actions. It has, however, been slower to articulate the position where an employer repudiates by its inactions, that is, by simply not answering when an employee raises a grievance, seeks clarification of her status, or objects to a unilateral change.

In Ismail Othman v. Seacera Properties Sdn Bhd,^[1] the Industrial Court described the employer's failure to respond to four letters as a 'deafening silence' and held that it evinced an intention no longer to be bound by the employment contract.

The phrase described a recurring pattern already identified in empirical research into constructive dismissal claims by senior management employees, which found that the decisive trigger for resignation was the employer's silence when the employee sought to have their grievance addressed. That pattern has been termed the Doctrine of the Brick Wall.^[2] Its distinguishing feature is that the employer's silence need not itself be a breach of an identified term, but it is conduct capable of evidencing repudiation.

This note traces how the proposition has evolved in the superior courts to date.

. . .

*Independent Researcher; Industrial Advisor, City University of Malaysia.

2. MEDICAL KILLING – A RIGHT TO DIE IN MALAYSIA* ^{[Read excerpt]}
   by Dr Ambikai Thuraisingam** [2026] CLJU(A) xcv

[2026] CLJU(A) xcv

MALAYSIA

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MEDICAL KILLING – A RIGHT TO DIE IN MALAYSIA*

by
Dr Ambikai Thuraisingam**

ABSTRACT

This is a conceptual paper to address the ethical and legal perspective of euthanasia in Malaysia. The paper analyses the development, types and the legal and ethical debates concerning both types of euthanasia. While deciding on formulating a law prescribing these exceptional situations and enforcing the law, all aspects of euthanasia – medical, social, economic, ethical and legal – have to be taken into consideration. Although there is a strong debate in modern societies over the legalisation of physician-assisted suicide, many ethicists of different philosophical backgrounds are comfortable with voluntary euthanasia and the right to die with dignity.

This study reviews literature on common-law developments and the current Malaysian position regarding euthanasia and end-of-life decisions involving medical practitioners, patients and families. The subject of euthanasia has generated many controversial debates, particularly on its legality, among legal and medical scholars. This has been primarily due to the doctrine of sanctity of life, which is a predominant principle in many religions and is embedded in moral values. The underlying precept is that human life is sacred and demands respect, as all life comes from God and life can only be taken away intentionally through due process of law. Thus, ending a person's life, even upon his or her request, is considered in many jurisdictions as a criminal offence and in some jurisdictions would be tantamount to infringement of human rights. Irrespective of humanitarian motives, a doctor who aids a patient in this act will be in breach of his unequivocal duty as a doctor and considered to have committed an unlawful act, which will subject him to legal sanctions.

. . .

*Any remaining errors or omissions rest solely with the author(s) of this paper.

**Corresponding author; Senior lecturer, School of Law and Governance, Faculty of Business & Law, Taylor's University. E-mail: ambikai.sthuraisingam@taylors.edu.my.

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