Rakan JV boleh saman tuntut semula wang, putus mahkamah

The Federal Court has ruled that Pelorus Holding Sdn Bhd has the right to sue for its own contract, rather than pursuing the original company's lawsuit for the return of funds allegedly misused or misappropriated. The high court has granted the appeal by Pelorus Holding Sdn Bhd against Jaffa Roger Dawkins, Rabiatul Adawiyyah Mohamad and Harris Luqman Group Sdn Bhd.

Justice Wan Ahmad Farid and his fellow judges, Justice Collin Lawrence Sequerah and Justice Azimah Omar, held that Pelorus had the contractual obligation under the Joint Venture Agreement (JVA). The joint venture company, Pelorus HLG Sdn Bhd, had deliberately not been made a party to the JVA, despite being part of the agreement when it was signed.

"This is not an oversight in drafting," said Justice Wan Ahmad Farid, adding that the parties involved voluntarily bound themselves personally under the contract. Pelorus had previously provided funds for the JV, which included poultry farming, aquaculture, orthopedic operations and meat products. This relationship later broke down, and Pelorus filed a lawsuit seeking the return of the money it claimed as its own.

Among its claims were RM1.19 million said to have been misappropriated for the benefit of Harris Luqman Group, and another RM1.21 million towards settling a loan from Agrobank owned by the JV. The Court of Appeal had previously ruled that the funds belonged to the JV company and that any claims should have been brought by the company itself or through derivative action, but the Federal Court disagreed with that view.

Justice Wan Ahmad Farid explained that Pelorus was not merely an equity holder alleging that the JV company suffered losses. "The plaintiff is not a perfunctory shareholder who is aggrieved by misconduct against its company, but rather a contracting party seeking to enforce its rights under the JVA," he said. He added that Pelorus was seeking the return of its own money and was asserting the contractual obligations imposed by the defendants under the agreement.

The court also rejected Pelorus' argument that its financing arrangement led to loan-taking without a license, after finding that the preliminary funds were channeled as part of the JV contract obligations. However, the Federal Court rejected Pelorus' separate claim of RM516,972 arguing that the amount was not proven sufficiently.

The claim of RM1 million based on personal guarantees given by Dawkins and Rabiatul was allowed. The defendants were also ordered to pay costs amounting to RM100,000.