Jaffa Roger Dawkins & Ors v Pelorus Holding Sdn Bhd

Appellant(s):

• Jaffa Roger Dawkins
• Rabiatul Adawiyyah Binti Mohmad
• Harris Luqman Group Sdn Bhd

Respondent(s): Pelorus Holding Sdn. Bhd.

• YAA Datuk Hajah Azizah binti Haji Nawawi
• YA Datuk See Mee Chun
• YA Datuk Mohamed Zaini Bin Mazlan

• A joint venture (JV) agreement was entered into between the respondent and the first and second appellants for the establishment and management of a JV company.
• The respondent alleged that the first and second appellants breached the JV agreement, diverted funds belonging to the JV company for the benefit of the third appellant, and sought repayment of various loans, including one secured by a personal guarantee.
• The appellants denied liability, contending the respondent lacked locus standi, challenged the validity of the personal guarantee, and disputed the sums claimed; the High Court partly allowed the respondent's claims.

• Whether the respondent had the requisite locus standi to institute the action in its personal capacity, particularly for claims concerning the JV company's entitlements.
• Whether the High Court erred in finding the personal guarantee valid and enforceable against the first and second appellants.
• Whether the High Court's findings on the alleged diversion of funds and other advanced sums were plainly wrong in law or fact, especially concerning the need for a derivative action by the JV company.

• The Court dismissed the appeal regarding the personal guarantee, affirming the High Court's finding that the first and second appellants were bound by its terms.
• The Court allowed the appeal for the claim of RM516,972.02, holding that the High Court erred by relying solely on an unsubstantiated statement of account without detailed pleading or independent evidence.
• The Court allowed the appeal for the claims of RM1,188,691.94 and RM1,213,060.00, ruling that these claims belonged to the JV company and should have been pursued through a derivative action, and that there was no legal nexus between the respondent and the third appellant for these transactions.