BETANAZ PROPERTIES SDN BHD AEON CO. (M) BHD PIHAK KETIGA Ahmad Zaki Resources Berhad PIHAK TERKILAN MUFG BANK (MALAYSIA) BERHAD

BETANAZ PROPERTIES SDN BHD AEON CO. (M) BHD PIHAK KETIGA Ahmad Zaki Resources Berhad PIHAK TERKILAN MUFG BANK (MALAYSIA) BERHAD

On the evidence Betanaz and AZRB fulfilled their respective obligations: AZRB achieved practical completion of the bridge section and government CPC was issued within the EOT and Betanaz delivered vacant possession; AEON failed to secure its CPs and elected not to perform, thereby repudiating the TA; the unsigned lease annexure lacked execution and binding effect; Betanaz’s alternative claim for wasted expenditure was justified and proven; AEON’s counterclaim and bank guarantee action were without merit and dismissed.

Citation
WA-22NCvC-121-03/2021 (Mahkamah Tinggi)
Parties
Plaintiff (original); Defendant (counterclaim): Betanaz Properties Sdn Bhd; Defendant (original); Plaintiff (counterclaim): AEON Co. (M) Bhd; Defendant (counterclaim): Ahmad Zaki Resources Berhad
Court
High Court
Jurisdiction
Malaysia
Judgment Date
16 December 2024
Case Number
WA-22NCvC-121-03/2021 (Mahkamah Tinggi)
Procedural Posture
Civil (contract; Specific Relief; Construction; Banking Guarantee) / Final Judgment (trial Concluded)
Outcome
Final judgment for Betanaz on alternative claim (wasted expenditure); AEON's counterclaim dismissed; Bank Guarantee proceeding dismissed; costs awarded against AEON
Legal Topics
Termination of Contract, Condition Precedent, Repudiation, Wasted Expenditure (reliance Losses), On Demand Banker's Guarantee, Injunctions, Enforceability of Unsigned Draft Contract, Estoppel and Non Waiver Clauses, Certification: CPC Vs CCC, Costs
Source Language
Malay/English
Contract Law Construction Law Banking & Guarantees Equitable Remedies Civil Procedure Termination of Contract Condition Precedent Repudiation +7 more

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Parties

Betanaz Properties Sdn Bhd

Plaintiff (original); Defendant (counterclaim)

AEON Co. (M) Bhd

Defendant (original); Plaintiff (counterclaim)

Ahmad Zaki Resources Berhad

Defendant (counterclaim)

Procedural Posture

Civil (contract; Specific Relief; Construction; Banking Guarantee) / Final Judgment (trial Concluded)

Legal Issues

  1. 1 Whether tenancy agreement and commercial agreement were void for non-fulfilment of conditions precedent
  2. 2 Whether AZRB completed bridge obligations under the CA and whether completion satisfied obligations
  3. 3 Whether AEON lawfully terminated the TA and CA or repudiated them

Ratio Decidendi

On the evidence Betanaz and AZRB fulfilled their respective obligations: AZRB achieved practical completion of the bridge section and government CPC was issued within the EOT and Betanaz delivered vacant possession; AEON failed to secure its CPs and elected not to perform, thereby repudiating the TA; the unsigned lease annexure lacked execution and binding effect; Betanaz’s alternative claim for wasted expenditure was justified and proven; AEON’s counterclaim and bank guarantee action were without merit and dismissed.

Court Disposition

Final judgment for Betanaz on alternative claim (wasted expenditure); AEON's counterclaim dismissed; Bank Guarantee proceeding dismissed; costs awarded against AEON

Orders

  • Judgment against AEON for wasted expenditure of RM18,678,255.27 with 5% per annum interest until full realisation
  • AEON to pay Betanaz global costs of RM200,000.00 within 45 days