ULTRA RACING (M) SDN BHD HAI SOON LEONG SDN. BHD.

ULTRA RACING (M) SDN BHD HAI SOON LEONG SDN. BHD.

Clause 4 of the SPA unambiguously provided for automatic termination and forfeiture upon purchaser's failure to pay the full balance within stipulated time; the purchaser failed to pay the full balance and that failure was a fundamental breach going to the root of the contract; time remained the essence of the SPA; the plaintiff's termination dated 11.9.2019 was valid; High Court orders were therefore set aside; reliefs in OS1485 were granted (prayers 1,2,3,4,5,6,7,8,10,11 with 30 days to comply) and OS1031 was dismissed/set aside; costs awarded to plaintiff.

Citation
B-02(NCvC)(A)-939-05/2022 (Mahkamah Rayuan)
Parties
Plaintiff/appellant: Ultra Racing (M) Sdn Bhd; Defendant/respondent: Hai Soon Leong Sdn Bhd
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
22 August 2023
Case Number
B-02(NCvC)(A)-939-05/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (contract and Property) / Court of Appeal Judgment on Appeals From High Court Dismissals
Outcome
Appeals allowed; High Court orders set aside; termination of SPA upheld and plaintiff granted reliefs in OS1485; OS1031 dismissed/set aside
Legal Topics
Sale and Purchase Agreement, Specific Performance, Termination for Breach, Time Is of the Essence, Forfeiture of Deposit, Registration/transfer of Title
Source Language
Malay/English
Contract Law Property Law Civil Procedure Equitable Remedies Sale and Purchase Agreement Specific Performance Termination for Breach Time Is of the Essence +2 more

Case Brief

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Parties

Ultra Racing (M) Sdn Bhd

Plaintiff/appellant

Hai Soon Leong Sdn Bhd

Defendant/respondent

Procedural Posture

Civil Appeal (contract and Property) / Court of Appeal Judgment on Appeals From High Court Dismissals

Legal Issues

  1. 1 Whether the SPA was validly terminated under its automatic termination clause
  2. 2 Whether time remained the essence of the SPA
  3. 3 Whether the purchaser's failure to pay the balance was a fundamental breach going to the root of the contract

Ratio Decidendi

Clause 4 of the SPA unambiguously provided for automatic termination and forfeiture upon purchaser's failure to pay the full balance within stipulated time; the purchaser failed to pay the full balance and that failure was a fundamental breach going to the root of the contract; time remained the essence of the SPA; the plaintiff's termination dated 11.9.2019 was valid; High Court orders were therefore set aside; reliefs in OS1485 were granted (prayers 1,2,3,4,5,6,7,8,10,11 with 30 days to comply) and OS1031 was dismissed/set aside; costs awarded to plaintiff.

Court Disposition

Appeals allowed; High Court orders set aside; termination of SPA upheld and plaintiff granted reliefs in OS1485; OS1031 dismissed/set aside

Orders

  • Set aside High Court decision in respect of OS1485 and allow plaintiff's reliefs in terms of prayers 1,2,3,4,5,6,7,8,10 and 11 of OS1485 with time to comply varied to 30 days for prayers 7 and 11
  • Set aside High Court decision in OS1031 (appeal no. B-02(NCvC)(A)-942-05/2022)