1. ) OISHII WASABI SDN BHD 2. ) TAN DEE HON 3. ) TAN LEE TING TOPZ SDN BHD

1. ) OISHII WASABI SDN BHD 2. ) TAN DEE HON 3. ) TAN LEE TING TOPZ SDN BHD

The written Tenancy Agreement, containing an 'as is where is' delivery term and an entire agreement clause, governs the parties' rights; parol evidence of alleged oral promises to alter delivery condition was inadmissible, the Landlord validly exercised its contractual discretion to fix the commencement date as 1.10.2022, the Tenant's unilateral termination was ineffective and constituted a material breach, entitling the Landlord to forfeiture of deposits, recovery of RM1,295,000 for the unexpired term with contractual interest, and enforcement of the Personal Guarantees.

Citation
WA-22NCvC-656-11/2023 (Mahkamah Tinggi)
Parties
Plaintiff (suit 336); Defendant (suit 656): TOPZ SDN BHD; Defendant (suit 336); Plaintiff (suit 656): OISHII WASABI SDN BHD; Defendant (suit 336); Plaintiff (suit 656); Guarantor: TAN DEE HON; Defendant (suit 336); Plaintiff (suit 656); Guarantor: TAN LEE TING
Court
High Court
Jurisdiction
Malaysia
Judgment Date
30 April 2026
Case Number
WA-22NCvC-656-11/2023 (Mahkamah Tinggi)
Procedural Posture
Civil Commercial Tenancy Dispute / Final Judgment (trial)
Outcome
Suit 336 allowed; Suit 656 dismissed
Legal Topics
Parol Evidence Rule, Entire Agreement Clause, Termination for Breach, Forfeiture of Deposit, Personal Guarantees and Indemnities, Interest on Damages, Adverse Inference for Failure to Call Witness, Counsel Conflict of Interest
Source Language
Malay/English
Contract Law Evidence Commercial Law Property/lease Law Parol Evidence Rule Entire Agreement Clause Termination for Breach Forfeiture of Deposit +4 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 5 Authorities cited 22 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

TOPZ SDN BHD

Plaintiff (suit 336); Defendant (suit 656)

OISHII WASABI SDN BHD

Defendant (suit 336); Plaintiff (suit 656)

TAN DEE HON

Defendant (suit 336); Plaintiff (suit 656); Guarantor

TAN LEE TING

Defendant (suit 336); Plaintiff (suit 656); Guarantor

Procedural Posture

Civil Commercial Tenancy Dispute / Final Judgment (trial)

Legal Issues

  1. 1 Whether alleged oral agreements constituted conditions precedent that varied the written Tenancy Agreement
  2. 2 Whether the Landlord validly fixed the commencement date under Clause 1.1
  3. 3 Whether the Tenant validly terminated the Tenancy Agreement

Ratio Decidendi

The written Tenancy Agreement, containing an 'as is where is' delivery term and an entire agreement clause, governs the parties' rights; parol evidence of alleged oral promises to alter delivery condition was inadmissible, the Landlord validly exercised its contractual discretion to fix the commencement date as 1.10.2022, the Tenant's unilateral termination was ineffective and constituted a material breach, entitling the Landlord to forfeiture of deposits, recovery of RM1,295,000 for the unexpired term with contractual interest, and enforcement of the Personal Guarantees.

Court Disposition

Suit 336 allowed; Suit 656 dismissed

Orders

  • Suit 336 is allowed
  • Suit 656 is dismissed