Norrisah Binti Abu Bakar & Ors v Thunder Heights Sdn Bhd & Ors

Appellant(s):

• Norrisah Binti Abu Bakar
• Mansor Bin Abu Bakar
• Zaharah Binti Abdullah @ Woon See Moi
• Zaliha Binti Abu Bakar
• Hamidah Binti Abu Bakar
• Noriah Binti Abu Bakar
• Rogiah Binti Abu Bakar
• Sani Bin Abu Bakar
• Norhasinah Binti Abu Bakar
• Aziz Shah Bin Abu Bakar
• Amir Shah Bin Abu Bakar

Respondent(s):

• Thunder Heights Sdn. Bhd.
• F.K. Capital Berhad
• Tai Fook Hoy
• Foong Chen Ban
• Fong Chee Kang

• YA Datuk Mohamed Zaini Bin Mazlan
• YA Datuk Dr Lim Hock Leng
• YA Dato' Amarjeet Singh a/l Serjit Singh

• The Appellants, acting as beneficiaries and administrators of a deceased’s estate, executed a Sale and Purchase Agreement (SPA) and a Tenancy Agreement (TA) with the first Respondent involving a parcel of land in Sungai Buloh.
• The Appellants subsequently alleged that these agreements were sham transactions intended to camouflage an illegal moneylending arrangement with the second Respondent, a licensed moneylender, involving an effective interest rate of 120% per annum.
• Before initiating the present action, the Appellants had filed a separate suit in 2010 against their former solicitors and the first Respondent to recover the purchase price, thereby previously treating the SPA as a valid and genuine transaction.

• Whether the SPA and TA were sham agreements designed to circumvent the Moneylenders Act 1951 and the Contracts Act 1950, which would render the transactions void *ab initio*.
• Whether the Appellants were precluded from challenging the genuineness of the SPA given their prior conduct and pleadings in the 2010 suit, which sought to enforce the terms of the sale.
• Whether the High Court erred in its judicial appreciation of "unusual features" of the transaction, such as the purchase price being allegedly below market value and the unconventional handling of stamp duties and title deeds.

• The Court dismissed the appeal, affirming that the trial judge was not "plainly wrong" in concluding the SPA was a genuine transaction, especially in the absence of contemporaneous loan documentation or repayment schedules.
• The Court held that the Appellants’ previous 2010 suit and supporting affidavits, which sought the balance of the purchase price, served as a significant admission that the SPA was a valid commercial agreement rather than a sham.
• The Court found that the first Respondent had discharged its obligations by paying the full purchase price to the Appellants’ solicitors as stakeholders; consequently, the Appellants’ loss was attributed to the fraudulent conduct of their own legal representatives rather than the Respondents.