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 and commercial construction of the agreements the court found AEON in breach and not entitled to treat the TA and CA as void for non-fulfilment of CPs; AZRB completed the bridge section required to serve the mall (CPC 25.09.2020) within government EOT; Betanaz validly terminated the tenancy and is entitled to recover wasted expenditure as alternative relief. AEON's counterclaim and challenge to the bank guarantee fail. Accordingly judgment for Betanaz on alternative wasted expenditure (RM18,678,255.27) entered; AEON to pay specified costs; counterclaim and BG suit 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
Commercial Contract Dispute (civil) / High Court Judgment (final)
Outcome
Judgment for plaintiff Betanaz Properties Sdn Bhd on alternative claim for wasted expenditure; AEON counterclaim dismissed; bank guarantee proceeding dismissed; costs awarded to Betanaz and AZRB
Legal Topics
Breach of Contract, Conditions Precedent, Repudiation, Termination, Wasted Expenditure (reliance Losses), On Demand Banker's Guarantee, Injunctions, Costs
Source Language
Malay/English
Contract Law Commercial Law Construction/infrastructure Law Bank Guarantee/financial Instruments Civil Procedure Breach of Contract Conditions Precedent Repudiation +5 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

Commercial Contract Dispute (civil) / High Court Judgment (final)

Legal Issues

  1. 1 Whether the Tenancy Agreement and Commercial Agreement were rendered void for non-fulfilment of conditions precedent
  2. 2 Whether the bridge (and AEON ramp) was completed so as to satisfy contract conditions
  3. 3 Whether AEON lawfully repudiated/terminated the agreements

Ratio Decidendi

On the evidence and commercial construction of the agreements the court found AEON in breach and not entitled to treat the TA and CA as void for non-fulfilment of CPs; AZRB completed the bridge section required to serve the mall (CPC 25.09.2020) within government EOT; Betanaz validly terminated the tenancy and is entitled to recover wasted expenditure as alternative relief. AEON's counterclaim and challenge to the bank guarantee fail. Accordingly judgment for Betanaz on alternative wasted expenditure (RM18,678,255.27) entered; AEON to pay specified costs; counterclaim and BG suit dismissed.

Court Disposition

Judgment for plaintiff Betanaz Properties Sdn Bhd on alternative claim for wasted expenditure; AEON counterclaim dismissed; bank guarantee proceeding dismissed; costs awarded to Betanaz and AZRB

Orders

  • Final judgment entered for Betanaz Properties Sdn Bhd against AEON Co. (M) Bhd for wasted expenditure of RM18,678,255.27
  • AEON Co. (M) Bhd ordered to pay global costs of RM200,000.00 to Betanaz Properties Sdn Bhd within forty-five (45) days