KTPC RESORT DEVELOPMENT BERHAD CONVOBUILT SDN BHD

KTPC RESORT DEVELOPMENT BERHAD CONVOBUILT SDN BHD

On a commercial and contextual construction of the Settlement Agreement and Appendix 1, supported by the contemporaneous letter (ID-1) and witness admissions, the 24 Redemption Units were assigned solely to enable redemption of charged properties; the defendant never paid the redemption sum, the charge was later lifted rendering the purpose impossible, and it would be unconscionable for the defendant to retain the beneficial interest; equity therefore imposes a constructive trust and the beneficial interest in the Redemption Units revests in the plaintiff.

Citation
B-02(NCVC)(W)-1976-09/2018 (Mahkamah Rayuan)
Parties
Plaintiff in High Court; Appellant in Appeal 1976; Respondent in Appeal 2023: KPTC Resort Development Berhad; Defendant in High Court; Respondent in Appeal 1976; Appellant in Appeal 2023: Convobuilt Sdn Bhd
Court
NCVC
Jurisdiction
Malaysia
Judgment Date
29 August 2019
Case Number
B-02(NCVC)(W)-1976-09/2018 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal From High Court (contract and Trust Dispute) / Court of Appeal Judgment on Appeals and Cross Appeal After Trial
Outcome
Allowed appeal of plaintiff (Appeal 1976); dismissed defendant's appeal (Appeal 2023) and dismissed cross-appeal; High Court order set aside; judgment entered for plaintiff
Legal Topics
Interpretation of Settlement Agreement, Constructive Trust, Assignment and Redemption of Charged Property, Unjust Enrichment, Admissibility of Contemporaneous Correspondence
Source Language
Malay/English
Contract Law Trusts and Equity Property Law Commercial Law Interpretation of Settlement Agreement Constructive Trust Assignment and Redemption of Charged Property Unjust Enrichment +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 9 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

KPTC Resort Development Berhad

Plaintiff in High Court; Appellant in Appeal 1976; Respondent in Appeal 2023

Convobuilt Sdn Bhd

Defendant in High Court; Respondent in Appeal 1976; Appellant in Appeal 2023

Procedural Posture

Civil Appeal From High Court (contract and Trust Dispute) / Court of Appeal Judgment on Appeals and Cross Appeal After Trial

Legal Issues

  1. 1 Whether the Redemption Units were assigned outright to the defendant or assigned solely to enable redemption of charged properties
  2. 2 Whether non-payment of the redemption sum by the defendant gave rise to a constructive trust in favour of the plaintiff
  3. 3 Whether alleged third-party payment via Kemas Budi/Kedah State Authorities discharged the defendant's obligation

Ratio Decidendi

On a commercial and contextual construction of the Settlement Agreement and Appendix 1, supported by the contemporaneous letter (ID-1) and witness admissions, the 24 Redemption Units were assigned solely to enable redemption of charged properties; the defendant never paid the redemption sum, the charge was later lifted rendering the purpose impossible, and it would be unconscionable for the defendant to retain the beneficial interest; equity therefore imposes a constructive trust and the beneficial interest in the Redemption Units revests in the plaintiff.

Court Disposition

Allowed appeal of plaintiff (Appeal 1976); dismissed defendant's appeal (Appeal 2023) and dismissed cross-appeal; High Court order set aside; judgment entered for plaintiff

Orders

  • Transfer of 23 apartment units (Redemption Units) to the plaintiff with no encumbrances
  • Defendant to pay costs here and below of RM50,000.00, subject to allocator