CASA KLANG TOWER SDN. BHD. 1. ) TROPICANA PROPERTIES (KLANG) SDN. BHD. 2. ) Gan Chon Coon 3. ) Teh Kim Teck 4. ) Heng Hong Him 5. ) Wong Jut Ket 6. ) 99 NEW PROPERTY SDN BHD NO. 201901033154 PIHAK KETIGA 1. ) Tetuan Jal & Lim 2. ) ROSNI FRA

BA-22NCvC-532-11/2019 Kand. 272 15/01/2026 12:23:57 IN THE HIGH COURT OF MALAYA AT SHAH ALAM IN THE STATE OF SELANGOR DARUL EHSAN CIVIL SUIT NO: BA-22NCVC-532-11/2019 BETWEEN CASA KLANG TOWER SDN BHD (Company No.: 201901024935) (1334264-M) … PLAINTIFF AND 1. TROPICANA PROPERTIES (KLANG) SDN BHD (Company No.: 201201015633) (1001144-H) 2. GAN CHON COON (NRIC No: 780328-065351) 3. TEH KIM TECK (NRIC No: 440505-10-5705) 4. HENG HONG HIM (NRIC NO.: 560413-10-5923) 5. WONG JUN KET (NRIC NO.: 881122-65-5441) 6. 99 NEW PROPERTY SDN BHD (Company No.: 201901033154) (1342484-K) … DEFENDANTS GROUNDS OF JUDGMENT Introduction 1. The plaintiff’s claim concerns the transaction involving the sale and purchase of a ten-storey commercial building with the 1st defendant, a transaction that was never executed. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of1 this document via eFILING portal 2. The solicitors for the 1st defendant refunded the earnest deposit, and the property was subsequently sold to the 6th defendant. 3. The plaintiff’s claim for specific performance of the sale and purchase agreement of the said property, based on a letter of offer dated 18-7-2019, the execution of a sale and purchase agreement between the plaintiff and the 1st defendant, in the alternative for damages to be assessed, was dismissed with RM30,000.00 costs. The 1st defendant’s counter-claim against the plaintiff was allowed, with RM10,000.00 costs. 4. The plaintiff’s case against the 2nd to 6th defendants was dismissed with costs of RM10,000.00. 5. Hence, the plaintiff has filed this appeal. Salient Facts of the Case 6. Both the plaintiff and the 1st defendant are incorporated companies in Malaysia. The 2nd to 5th defendants serve as directors of the 6th defendant, which is also incorporated in Malaysia. 7. Messrs JM Chong Vincent Chee & Co. represented the plaintiff, while Messrs Jal & Lim acted for the 1st defendant. Messrs Rosni, Francis & Ho represented the 6th defendant. 8. On 18-7-2019, a letter of offer was executed between the plaintiff and the 1st defendant in respect of a property situated on a piece of land known as H.S.(D) 137370, PT4215 Seksyen 23, Bandar Klang, Daerah Klang, Negeri Selangor. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of2 this document via eFILING portal 9. The plaintiff paid RM1,500,000.00 to the 1st defendant through its solicitors, representing 5% of the property’s purchase price as an earnest deposit, as specified in the letter of offer. 10. Upon receiving the due diligence questionnaires from the 1st defendant’s lawyers, the plaintiff’s lawyers prepared the first draft of the sale and purchase agreement and the first draft deed of novation. The due diligence report dated 27-8-2019 was subsequently prepared. 11. On 28-8-2019, the plaintiff’s lawyers made further enquiries regarding the due diligence questionnaires and also requested an extension of time to execute the sale and purchase agreement from the 1st defendant’s lawyers. 12. On 29-8-2019, the plaintiff’s lawyers received the 1st defendant’s lawyers' comments on the first draft of the sale and purchase agreement, as well as the deed of novation. Later that night, they received comments on the draft due diligence questionnaires. 13. On 30-8-2019, the plaintiff’s lawyers requested an extension of 14 working days from 30-8-2019 to finalise the terms and conditions of the sale and purchase agreement. 14. Later in the day, the plaintiff’s lawyers were informed by the 1st defendant’s lawyers that the 1st defendant had agreed to extend the deadline to 6-9-2019 for both parties to finalise the terms and conditions of the sale and purchase agreement. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of3 this document via eFILING portal 15. On 4-9-2019, the plaintiff’s lawyers sent the re-amended draft of both the sale and purchase agreement and the deed of novation for a meeting scheduled for 5-9-2019 with the 1st defendant’s lawyers. 16. On 5-9-2019, a meeting was held with the representatives of both the plaintiff and the 1st defendant. 17. At this point, there is a twist to the facts of this case. The plaintiff contends that the terms and conditions of the sale and purchase agreement were mutually agreed upon and finalised by the parties. 18. All that remained was for the 1st defendant’s lawyers to send the amended sale and purchase agreement to the plaintiff’s lawyers on 6-9-2019. Through a series of email communications from 6-9-2019 to 17-9-2019, the plaintiff claims that its lawyers asked the 1st defendant’s lawyers to finalise the terms and conditions of the sale and purchase agreement, which had been mutually agreed upon at the meeting on 5-9-2019. 19. The plaintiff’s position is that the 1st defendant failed to fulfil the obligations agreed upon by both parties. The plaintiff’s request for an extension of time to finalise the sale and purchase agreement concludes with the 1st defendant simply stating that they have yet to receive the 1st defendant’s instructions on this matter. The 1st defendant’s lawyers expressed their view that, since the terms and conditions of the sale and purchase agreement have not been agreed upon, the parties may continue to negotiate on a non- exclusive basis. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of4 this document via eFILING portal 20. Finally, on 18-9-2109, the plaintiff alleges that the 1st defendant’s lawyers sent a letter to the plaintiff which included the following statement: “The time period for the negotiation on the sale and purchase agreement has expired, and our client does not want to further negotiate on the terms of the sale and purchase agreement in view of the prolonged negotiation.” 21. This led to the invocation of Clause 8 of the letter of offer to terminate the sale and purchase transaction of the property, and the earnest deposit, along with the interest earned, amounting to RM1,503,949.31, was returned to the plaintiff. 22. On 20-9-2019, the 1st defendant and the 6th defendant entered into a sale and purchase agreement regarding the said property. 23. On 14-10-2019, the plaintiff instructed its lawyers to send a letter to the 1st defendant’s solicitors stating as follows: 23.1 The terms and conditions of the sale and purchase agreement were agreed upon in the meeting on 5-9-2019. 23.2 The 1st defendant’s lawyers failed to amend the sale and purchase agreement, which resulted in the agreement not being S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of5 this document via eFILING portal finalised. The 1st defendant’s lawyers cannot invoke Clause 8 of the letter of offer; 23.3 The plaintiff was at all times willing and prepared to proceed with the purchase of the property. 24. On 23-10-2019, the 1st defendant’s lawyers replied, stating that the terms and conditions of the sale and purchase agreement had not been agreed upon or finalised during the meeting on 5-9-2019. Therefore, Clause 8 of the letter of offer was rightly invoked. 25. The refunded earnest deposit, including interest, has been encashed by the plaintiff and is currently held by the plaintiff’s solicitors as their stakeholders. 26. The plaintiff’s grievances are as follows: 26.1 All the terms and conditions of the sale and purchase agreement between the plaintiff and the 1st defendant had been agreed upon in the meeting on 5-9-2019; 26.2 In the alternative, there was a proposed continuous ongoing negotiation regarding the terms and conditions between the plaintiff and the 1st defendant. Therefore, time is no longer of the essence. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of6 this document via eFILING portal 26.3 There was allegedly a conspiracy between the defendants to victimise the plaintiff. 27. The 1st defendant contends that the parties did not mutually agree upon the terms of the sale and purchase agreement. Furthermore, no finalisation of the sale and purchase agreement was achieved at the meeting on 5-9-2019. 28. The letter of offer was deemed terminated after the refund of the earnest deposit to the plaintiff. 29. There was no conspiracy involved in the sale of the property to the 6th defendant. 30. The 1st defendant has filed a counter-claim against the plaintiff. 31. The 2nd to 6th defendants deny any conspiracy between themselves and the 1st defendant. Their defence is that they did not know what occurred between the plaintiff and the 1st defendant. Issues to be Tried 32. The main issues identified by the plaintiff are as follows: 32.1 Were all the terms of the conditions of the SPA agreed upon in the meeting? S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of7 this document via eFILING portal 32.2 Whether there was a concluded SPA between the plaintiff and the 1st defendant despite the non-execution of the SPA? 32.3 Even if there was no concluded SPA after the meeting, was the time still at large for both the plaintiff and the 1st defendant to continue negotiations to conclude the transaction? 32.4 Pursuant to Clause 8 of the LO, whether the LO was deemed terminated on 06-09-2019 as alleged by the 1st defendant or on 18-09- 2019, i.e., upon the return of the Earnest Deposit to the plaintiff? And 32.5 Is there a conspiracy between the defendants to victimise the plaintiff and/or to deny the plaintiff’s rights in bad faith? 33. The defendant’s main issues are as follows: 33.1 Whether the letter of offer established a binding contract for sale or was merely an agreement to negotiate. 33.2 Whether there was any breach of the letter of offer by the 1st defendant. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of8 this document via eFILING portal 33.3 Whether the plaintiff’s claims are legally sustainable and in accordance with the letter of offer. 33.4 Whether this action constitutes an abuse of process. 34. The main issue for the 2nd to 6th defendants is whether they conspired with the 1st defendant to purchase the property and victimise the plaintiff. 35. Having the benefit of hearing the full trial and having access to all the course papers contained therein, this Court has summarised the issues in the following order: 35.1 Whether the letter of offer created a binding contract for a sale or was merely an agreement to negotiate. 35.2 Whether there was a sale and purchase agreement concluded between the plaintiff and the 1st defendant, despite the undisputed fact that no such agreement existed between the parties. If such an agreement did exist, whether there was any breach of the letter of offer by the 1st defendant towards the plaintiff. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of9 this document via eFILING portal 35.3 Whether there was a conspiracy between the 1st defendant and the 2nd to 6th defendants concerning the purchase of the property, which led to the plaintiff being victimised. 35.4 Whether the plaintiff’s action constitutes an abuse of process. Decision of this Court 36. Addressing the first issue, the plaintiff contends that the letter of offer can be a legally binding contract between the plaintiff and the 1st defendant. 37. The plaintiff further argues that the plaintiff and the 1st defendant identified and agreed on the material facts in the letter of offer, including the subject matter, the purchase price of the property, and all other essential terms, such as the conditions precedent and relevant clauses. 38. The plaintiff reiterates paragraphs 6 to 25 above to illustrate a series of performance acts conducted by both the plaintiff and the 1st defendant, thereby demonstrating their intention to be bound by the purportedly agreed terms, despite the absence of formal signing and execution of the sale and purchase agreement. 39. The plaintiff strongly asserts that the absence of the sale and purchase agreement does not negate the fact that both parties had S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 10this document via eFILING portal already entered into a legally binding contract, which is clearly demonstrated through their words and conduct. Reference was made to the High Court case of RHB Trustees Bhd v Always Ahead (M) Sdn Bhd [2024] 11 MLJ 896. 40. Therefore, the letter dated 18-9-2019 from the lawyers of the 1st defendant, stating that their client does not wish to continue negotiations regarding the terms and conditions of the sale and purchase agreement, does not negate the existence of a mutually agreed and contractual obligation between the plaintiff and the 1st defendant. 41. Hereinafter, the plaintiff submits that if the Court finds that the sale and purchase agreement was not concluded, then alternatively, the plaintiff would argue that time was at large for both the plaintiff and the 1st defendant to continue their negotiations to complete the sale of the property. A lengthy series of email communications exchanged between the plaintiff and the 1st defendant is referred to in this narration. (refer to Enc174, pages 185-186,187,188,189,190; Enc 180, page 126). It was always the 1st defendant’s position to negotiate with the plaintiff on a “non-exclusive basis.” 42. The plaintiff contends that the letter of offer should be regarded as an exclusive offer, given the lack of any mention of a non-exclusive term. Clauses 6 to 8 in the letter of offer are cited to emphasise that the 1st defendant was only authorised to deal with the property if a default occurred. The High Court case of Concrete Engineering Products Bhd v CCCC Sixth Engineering (M) Sdn Bhd & Anor [2020] MLJU 323 is referred to as relevant. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 11this document via eFILING portal 43. Given that time was not of the essence, the plaintiff asserted that the 1st defendant ought to have provided reasonable notice if it intended to revoke the letter of offer. In the absence of such notice, the termination letter dated 18-9-2019 was inherently unlawful. 44. The terms of the letter of offer, among other things, are referred to as follows: “Please be informed that we are the solicitors representing the Purchaser. We are instructed by our client to make an offer to purchase the said land on an “as is where is” basis, free from all encumbrances, subject to existing tenancies and licenses and without vacant possession at a purchase price of Ringgit Malaysia Thirty Million (RM30,000,000.00) only and subject inter alia to the following terms and conditions: 4. All other terms and conditions of the sale and purchase agreement shall be mutually agreed upon by both parties within 30 working days from the date of this letter or such other extended period as may be mutually agreed by the parties, provided that the conditions precedent have been fulfilled. 5. Both parties shall execute the sale and purchase agreement within seven days from S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 12this document via eFILING portal the date of the conclusion of the terms and conditions of the sale and purchase agreement, or such extension of time as mutually agreed between the parties, which draft shall be prepared by the purchaser’s solicitors for the vendor’s review. 9. Refund of the Earnest Deposit In the event the conditions precedent cannot be fulfilled within the Conditional Period or the terms and conditions of the sale and purchase agreement cannot be agreed upon and concluded between the parties herein within the sale and purchase Execution Period, the Earnest Deposit shall be refunded free of interest to the Purchaser within 14 days from the expiry date of the Conditional Period or the sale and purchase agreement execution period, as the case may be. Thereafter, this letter of offer is deemed terminated, and neither party shall have any claims against the other save and except for any antecedent breaches of this letter of offer, and the vendor shall be at liberty to deal with the said land in the manner it deems fit.” S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 13this document via eFILING portal 45. The terms outlined in the letter of offer are explicit, indicating that the sale is contingent upon the execution of a sale and purchase agreement. 46. This Court fully concurs with the position of the first defendant, emphasising that the letter of offer underscores the necessity of executing a formal sale and purchase agreement. In addition to the aforementioned clauses, further reference is made to Clauses 3, 6, 7, and 8 of the letter of offer. 47. Clause 3 relates to the phased disbursement of the purchase price from the plaintiff to the 1st defendant, contingent upon the execution of the sale and purchase agreement. Clauses 6, 7, and 8 describe when the terms and conditions of the sale and purchase agreement cannot be agreed upon or executed. It is noteworthy that each of these clauses refers to the sale and purchase agreement. 48. I find that, in fact, the letter of offer does not create a binding agreement, as it is merely a document intended for the parties to negotiate and finalise a sale and purchase agreement based on mutually agreed terms and conditions. This scenario has not occurred before me in this case. There were no concluded terms of the sale and purchase agreement presented before this Court. 49. Based on the plain reading and interpretation of the letter of offer, I find as a fact that it relates to the negotiation process aimed at drafting a sale and purchase agreement, thereby binding the parties upon mutually agreed terms and conditions. It was never meant to be binding for the sale of the said property. Reference is made to S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 14this document via eFILING portal the Supreme Court case of Kam Mah Theatre Sdn Bhd v Tan Lay Soon [1994] 1 MLJ 108. 50. The letter of offer lacks specific details about the sale of the ten- storey building with numerous tenants or the related service contracts necessary for the building's operation. The necessity for the plaintiff to conduct due diligence indicates that vital details need to be gathered and included in a sale and purchase agreement. This was recognised by the plaintiff’s lawyer handling the case. The relevant case is the Federal Court case of Lim Chia Min v Cheah Sang Ngeow & Anor [1997] 1 MLJ 127. 51. The meeting held on 5-9-2019 highlighted that the parties were still negotiating specific fundamental terms and conditions related to the sale and purchase agreement, which were deemed essential to govern the transaction of the specified property. 52. Among the main issues discussed on 5-9-2019, one of the complex issues was related to the "material damage clause" which significantly differed from the original proposal outlined in the letter of offer, "as is where is basis." 53. The aforementioned fact suggests that both parties were at liberty to negotiate the terms, notwithstanding that some of those terms were inconsistent with the statements contained in the letter of offer. Therefore, if the letter of offer is regarded as a binding contract for the sale of the property, no further negotiations would be permissible, as occurred in this case. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 15this document via eFILING portal 54. The letter of offer stipulates that the earnest deposit shall be refunded to the plaintiff if the terms and conditions of the sale and purchase agreement are not agreed upon and finalised within the specified execution period between the parties. Clause 9 in the letter of offer is referred. The principle from the Supreme Court decision in Kam Mah Theatre Sdn Bhd v Tan Lay Soon [1994] 1 MLJ 108 is applied. 55. The letter of offer also includes conditions precedent that must be satisfied, whereby the plaintiff is required to secure a loan of up to 80% for the purchase of the said property and to be satisfied by means of a due diligence report regarding the existing building on the land and the current tenancy or licensing agreements entered into by the first defendant with the occupants of the property. In fact, the condition precedents constitute a prerequisite to any formal sale-and-purchase agreement, as agreed. The High Court case of Abdul Rahim bin Syed Mohd v Ramakrishnan Kandasamy (Wan Ahmad Azlan Bin Wan Majid & Anor, Interveners) and Another Action [1996] 3 MLJ 385 is relevant. Also refer to the High Court case in Nor Zahari bin Ismail & Anor v Astana City Group Sdn Bhd & Ors [2023] MLJU 1691. Also refer to the High Court case in Nor Zahari bin Ismail & Anor v Astana City Group Sdn Bhd & Ors [2023] MLJU 1691. 56. Regarding the second issue, the plaintiff contends that all terms and conditions of the sale and purchase agreement were agreed upon during the meeting held on 5-9-2019. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 16this document via eFILING portal 57. It is an undisputed fact that no formal sale and purchase agreement was ever entered into between the plaintiff and the 1st defendant. 58. The plaintiff asserts that all the terms and conditions of the sale and purchase agreement had been agreed upon in the meeting on 5-9- 2019. 59. Upon examining the evidence before me, the findings of fact are as follows regarding this issue: 59.1 Prior to the meeting on 5-9-2019, there was an exchange of draft sale and purchase agreements ongoing between both the plaintiff and the 1st defendant’s lawyers. 59.2 The third draft of the sale and purchase agreement was presented for the meeting on 5-9-2019. 59.3 During the meeting, the discussion focused on approximately 43 items that were not mutually agreed upon in the drafting of the terms and conditions of the sale and purchase agreement, as confirmed by PW3, the plaintiff's lawyer. An excerpt from her testimony is as follows: “YMK: So, there were about 43 items that remain unresolved at that point in S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 17this document via eFILING portal time going into the discussion on the 5-9-2019. WCC: Yes, correct” (refer to page 534, notes of evidence) YMK: And when you say most terms means this most terms came about from the outstanding issues at that time, would that be correct? WCC: Yes YMK: But can I suggest to you, Cheng Cheng, that when you say most terms, it is not all terms that have been agreed? Do you agree? WCC : Correct. Yes, I agree. (refer to page 538, notes of evidence) 59.4 The evidence presented by the plaintiff’s witnesses, PW1, PW2, PW3, PW4, and PW5, clearly shows that there is no finalised sale and purchase agreement in this matter. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 18this document via eFILING portal 59.5 As of 5-9-2019, following the meeting, only further amendments to the sale and purchase agreement had been made in the form of variations, deletions, and additions, which had yet to be finalised in writing. 59.6 The plaintiff asserts that, based on the WhatsApp messages between DW3 and PW3 after the meeting, it can be inferred that the 1st defendant agreed to the terms and conditions of the sale and purchase agreement. It was the 1st defendant’s responsibility to make the necessary amendments as agreed in the meeting. 59.7 The excerpt from the WhatsApp messages is as follows: “Hannah. If u don’t mind. We have a request. (2.31 pm) Could u clean up the draft and then only track the new amendments so that it is easier for us to see (2.32 pm) Hi Cheng Cheng, ok we will accept the agreed terms and make amendments. Thanks. (3.23 pm)” S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 19this document via eFILING portal 59.8 This Court concludes that the plaintiff’s reliance on the WhatsApp messages, suggesting that the 1st defendant consented to the new terms and conditions, is unfounded. There was contemporaneous correspondence exchanged between PW3 and DW3 that indicates otherwise. 59.9 The fact that PW3 requested an extension of time concerning the sale and purchase agreement, due to the terms and conditions remaining unfinalised, demonstrates that the sale and purchase agreement was not concluded and cannot be executed. (refer to Enc 174, page 184). 59.10 In an email dated 9-6-2019, DW3 informed PW3 that her client was perplexed by the plaintiff’s stance that all terms and conditions of the sale and purchase agreement had been agreed upon, as the plaintiff themselves had proposed an extension of time until 13-9-2019, to finalise the terms of the sale and purchase agreement. In the same email, DW3 requested PW3 to send the draft sale and purchase agreement, which they alleged had been agreed upon; however, it was not forthcoming. This reinforces the fact that no S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 20this document via eFILING portal agreed-upon and concluded sale-and- purchase agreement exists in this case. 59.11 PW3 also testified that any changes to the draft sale and purchase agreement would still require the approval or objections of the other parties. (refer to Enc236, page 566). Both the plaintiff’s solicitors, PW3 and PW4, agreed that if the terms of the sale and purchase agreement were finalised, the revised version would have been sent. However, this did not happen in this case. (refer to Enc 236, pages 601, 709). 59.12 It was PW3’s evidence that the 1st defendant’s solicitors would make the amendments and then revert to PW3. However, a careful reading of PW3 and DW3's initial WhatsApp message exchange at about 2.31 pm shows otherwise. In that message, PW3 asked DW3 to make the amendments. If it had been agreed in the meeting, there would have been no need for this request. Therefore, I do not believe PW3’s evidence regarding this point. 60. Based on the above facts, I rule that the terms and conditions of the sale and purchase agreement were not finalised for it to be executed by the parties. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 21this document via eFILING portal 61. The plaintiff’s alternative argument was that if this Court concludes that no sale and purchase agreement has been finalised, then the plaintiff would contend that time was at large for both parties to continue negotiations. 62. This Court rules that time cannot be considered at large for parties to negotiate, as the 1st defendant has ceased all negotiations with the plaintiff from 6-9-2019. The relevant case is the High Court decision in Abdul Rahim bin Syed Mohd v Ramakrishnan Kandasamy (Wan Ahmad Azlan Bin Wan Majid & Anor Interveners) and Another Action [1996] 3 MLJ 385. 63. The plaintiff’s repeated requests for an extension of time to finalise the agreement also indicate that they acknowledge that time was of the essence. Even on the last day of the sale and purchase agreement execution period, the plaintiff continued to seek for extension of time for further negotiations. The High Court decisions in Arab Malaysian Corp Builders Sdn Bhd, ASM Development Sdn Bhd [1998] 6 MLJ 136, and Huynh Van & Anor v Invest Asia Sdn Bhd [2010] MLJU 2146 are referenced. 64. I rule that the claim made by the plaintiff, asserting that the letter of offer was unlawfully terminated, is unsubstantiated. The basis for this is that Clauses 4, 5, and 8 of the letter of offer explicitly state that termination may occur if the parties fail to reach an agreement and finalise the terms and conditions of the sale and purchase agreement by the final day of the execution period. In this instance, the final date was 6-9-2019, and by operation of law, the termination period commenced on 7-9-2019. The Federal Court case of Dream S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 22this document via eFILING portal Property Sdn Bhd v Atlas Housing Sdn Bhd [2015] 2 MLJ 441 is relevant. 65. The plaintiff further contended that the letter of offer did not specify the phrase 'non-exclusive'. Consequently, the letter of offer was regarded as exclusive. 66. Following the principle established in the House of Lords case Walford and Others v Miles and Another Respondents [1992] 2 AC 128, I hereby hold that unless an explicit exclusivity clause is included in a contract, the non-exclusive approach does not apply. 67. I must state that regarding the credibility and veracity of witnesses, this trial focused on individuals who emphasised their self-interests, and each person’s testimony was scrutinised with the utmost care. The comparison with the documents prepared and submitted during the trial proved to be highly valuable to this Court in reaching its decision. 68. The issue is that the plaintiff alleges there is a conspiracy between the defendants to victimise and deny the plaintiff of its rights. 69. The Court of Appeal case in Cubic Electronic Sdn Bhd v MKC Corporate & Business Advisory Sdn Bhd and another appeal [2016] 3 MLJ 797 established the elements of what constitutes conspiracy. They are as follows: (a) a combination or agreement between two or more individuals; S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 23this document via eFILING portal (b) an intent to injure; (c) pursuant to which combination or agreement, and with that intention, certain acts were carried out; (d) resulting loss and damage to the claimant. The Cubic Electronic case also held that mere suspicion or fanciful conjecture does not constitute conspiracy. 70. The plaintiff contended that there was a conspiracy among the defendants, as their negotiations began before 18-9-2019. The 1st defendant deliberately chose not to finalise the sale and purchase agreement with the plaintiff. The short interval between the return of the deposit on 18-9-2019 and the agreement signed by the 1st and 6th defendants on 20-9-2019 raises suspicion, as the sale and purchase agreement between the 1st and 6th defendants was prepared swiftly. 71. The plaintiff argued that, under a court discovery order dated 5-12- 2023, only one letter from 27-9-2019 was initially disclosed by the 1st defendant’s and the 6th defendant’s solicitors. However, after sending a demand letter to both solicitors, an additional document, an email dated 8-9-2019, was revealed. The plaintiff questions why this email was not disclosed earlier, which raises suspicion. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 24this document via eFILING portal 72. The plaintiff also questions why both solicitors disclosed the same correspondence; therefore, the plaintiff requests that the court seal its conspiracy theory. 73. I find, based on the facts adduced in this case, that the plaintiff’s conspiracy theory amongst the defendants failed owing to the following straightforward facts: 73.1 The 2nd to 6th defendants were unaware of the negotiations between the plaintiff and the 1st defendant; 73.2 No evidence has been led in this trial to prove that there exists an agreement among the defendants to injure or victimise the plaintiff; 73.3 The plaintiff did not suffer any loss or injury as they never owned the property in question; furthermore, the earnest deposit has been refunded to them. 73.4 On 22-11-2019, the plaintiff lodged private caveats over the property, which compelled the 2nd to 6th defendants to initiate proceedings for their removal. However, the plaintiff agreed to withdraw its caveats on 18-9-2020. This paved the way for the property to be registered in favour of the 6th S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 25this document via eFILING portal defendant. The unanswered question is that if the plaintiff’s position is that the defendants conspired against it, then why did the plaintiff agree to the removal of the caveat, which permanently deprived it of any legal rights to the said property, if such rights exist? PW1 confirmed in his testimony that he was aware that the removal of the caveat would allow the transfer and registration of the said property under the 6th defendant’s name. 73.4 The plaintiff’s application for an injunction was dismissed, and the case was struck out on 15-7-2020. The sale between the 1st and 6th defendants was completed on 20- 10-2020. On 6-8-2021, the plaintiff discontinued its appeal of the injunction to the Court of Appeal. 73.5 On 3-9-2021, this suit was reinstated based on its original claim, in which conspiracy was not alleged. Subsequently, on 1-10- 2021, the plaintiff amended its statement of claim and added the 2nd to 6th defendants, introducing a new conspiracy claim more than two years after the case was initially filed. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 26this document via eFILING portal 73.6 I rule that, having explicitly consented to and authorised the registration of the sale and purchase of the said property to the 6th defendant, the plaintiff cannot subsequently change their position and assert a conspiracy theory. This subsequent amendment, made over two years later, to introduce the conspiracy theory, is nothing more than an afterthought to support its case. 73.7 The 1st defendant did not receive any additional benefits nor was it enriched by selling the property to the 6th defendant at the same price negotiated with the plaintiff. 73.8 As the solicitors for the 1st defendants and the 6th defendants were engaged in the same transaction, it is evident that when discovery was performed, all correspondence between them would be identical, consequently leading to the same being presented in court. 73.9 Regarding the sale and purchase, the documents were prepared swiftly, as the 1st defendant’s solicitors already had a template for the sale and purchase agreement, allowing them to expedite their S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 27this document via eFILING portal preparation. Furthermore, unlike the case with the plaintiff, where the draft sale and purchase agreement was prepared by the plaintiff, the draft agreement with the 6th defendant was prepared by the 1st defendant’s solicitors. 74. I find the plaintiff’s allegation that the 1st defendant’s act of commencing negotiations with the 6th defendant before refunding the earnest deposit is unfounded. I refer to the Singaporean High Court case of United Artists Singapore Theatres Pte Ltd And Another v Parkway Properties Pte Ltd And Another [2003] 1 SLR 791, which distinguishes “pre-contract deposit” from “contract deposit”. As the facts of this case indicate, only one inference is possible, the earnest deposit is a “pre-contract deposit”. It does not bind the parties to the purported sale of the property, which means the 1st defendant can speak to potential purchasers interested in the said property before the refund of the earnest deposit. 75. Turning to the final issue, the plaintiff’s complaints were that the 1st defendant did not include particulars of their alleged losses and/or damages. 76. The clear response to this complaint is that the Court allowed general damages to be assessed. The assessment of damages is a separate process where parties can argue whether damages should be awarded, based on the claim of incurred losses and the amount involved. S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 28this document via eFILING portal Conclusion 77. The above reasoning, along with the relevant authorities, makes this a suitable case to be dismissed with costs and the counter-claim to be allowed with costs. Dated: 15th January 2026 (INDRA NEHRU SAVANDIAH) Judge High Court of Malaya Shah Alam Decision: 30th October 2025 Counsels: For the Plaintiff : Ling Hua Keong, Chong Yue Thong & Sim Qi Wei Messrs Ling & Mok For Defendant 1 : Yee Mei Ken, Mattheus Goon Kin Zhi & Lai Xuan Chi Messrs Shearn Delamore & Co. For Defendant 2 - 6 : Kumaradevan Rajadevan & Uma Gunaseelan Gunaseelan & Associates S/N bRNByicfB0eYVTTIwpRwYg **Note : Serial number will be used to verify the originality of 29this document via eFILING portal