PHOENIX OASIS SDN. BHD SL LAND SDN. BHD

PHOENIX OASIS SDN. BHD SL LAND SDN. BHD

The Court allowed the appeal because the High Court erred in dismissing the Plaintiff's claim on the basis of an unpleaded reliance on clause 17.2; the minor numerical discrepancy was immaterial and correctable; the two advances of RM2,160,000 were validly reclassified and set off as director loans/dividend transactions and therefore could not be treated as payments reducing the contractual consideration; the agreed contractual consideration remained RM39.36 per square foot; accordingly judgment was entered for the Plaintiff for the corrected principal sum with interest and costs and the High Court decision was set aside.

Citation
B-02(NCC)(W)-652-06/2020 (Mahkamah Rayuan)
Parties
Appellant/plaintiff: Phoenix Oasis Sdn. Bhd.; Respondent/defendant: SL Land Sdn. Bhd.
Court
NCC
Jurisdiction
Malaysia
Judgment Date
8 September 2021
Case Number
B-02(NCC)(W)-652-06/2020 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal allowed; Cross-appeal dismissed; High Court decision set aside.
Legal Topics
Joint Venture Agreement, Breach of Contract, Consideration Calculation, Notice to Remedy / Termination Clause, Reclassification of Advances, Estoppel, Pleadings, Costs and Interest
Source Language
Malay/English
Contract Property Company Law Civil Procedure Evidence Joint Venture Agreement Breach of Contract Consideration Calculation +5 more

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Parties

Phoenix Oasis Sdn. Bhd.

Appellant/plaintiff

SL Land Sdn. Bhd.

Respondent/defendant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the High Court was entitled to dismiss plaintiff's claim based on an unpleaded reliance on clause 17.2 (notice to remedy) of the JV Agreement
  2. 2 Whether the agreed consideration for the land is RM39.36 per sq ft (Original Consideration) or RM19.00 per sq ft (Reduced Consideration) following the Second Supplementary Agreement
  3. 3 Whether two advances totalling RM2,160,000 were payments towards the consideration or were reclassified as director loans and thus not available to reduce the consideration

Ratio Decidendi

The Court allowed the appeal because the High Court erred in dismissing the Plaintiff's claim on the basis of an unpleaded reliance on clause 17.2; the minor numerical discrepancy was immaterial and correctable; the two advances of RM2,160,000 were validly reclassified and set off as director loans/dividend transactions and therefore could not be treated as payments reducing the contractual consideration; the agreed contractual consideration remained RM39.36 per square foot; accordingly judgment was entered for the Plaintiff for the corrected principal sum with interest and costs and the High Court decision was set aside.

Court Disposition

Appeal allowed; Cross-appeal dismissed; High Court decision set aside.

Orders

  • Judgment entered against the Defendant for the sum of RM6,959,685.18
  • Interest at 5% per annum on RM6,959,685.18 from 09-02-2016 until date of judgment