TUNAS CAPITAL (kl) SDN. BHD. (No. Syarikat : 1136509-M) SPNM ASPIRASI SENDIRIAN BERHAD (No. Syarikat 490479-V)

TUNAS CAPITAL (kl) SDN. BHD. (No. Syarikat : 1136509-M) SPNM ASPIRASI SENDIRIAN BERHAD (No. Syarikat 490479-V)

Plaintiff failed to deliver the original irrevocable full power of attorney within the 90‑day period (condition precedent in clause 2.1.1); as clause 2 provided, non-fulfillment of the conditions within the stipulated period rendered the Development Agreement automatically rescinded; therefore Plaintiff's claim for specific performance was dismissed and Defendant entitled to repayment of the 10% deposit and to succeed in its counterclaim for RM6,903,680 with interest at 8% per annum from judgment until full settlement.

Citation
WA-22NCVC-259-05/2018 (Mahkamah Tinggi)
Parties
Plaintiff / Appellant: TUNAS CAPITAL (KL) SDN BHD; Defendant / Respondent: SPNB ASPIRASI SENDIRIAN BERHAD
Court
High Court
Jurisdiction
Malaysia
Judgment Date
29 February 2020
Case Number
WA-22NCVC-259-05/2018 (Mahkamah Tinggi)
Procedural Posture
Civil Contract / Judgment After Full Trial (high Court)
Outcome
Plaintiff's claim dismissed; Defendant's counterclaim allowed
Legal Topics
Condition Precedent, Rescission, Specific Performance, Refund of Deposit, Time Is of the Essence, Without Prejudice Letters, Estoppel
Source Language
Malay/English
Contract Law Property Law Equitable Remedies Condition Precedent Rescission Specific Performance Refund of Deposit Time Is of the Essence +2 more

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Parties

TUNAS CAPITAL (KL) SDN BHD

Plaintiff / Appellant

SPNB ASPIRASI SENDIRIAN BERHAD

Defendant / Respondent

Procedural Posture

Civil Contract / Judgment After Full Trial (high Court)

Legal Issues

  1. 1 Whether Defendant liable to pay 70% of land purchase price (RM48,325,760) to Plaintiff
  2. 2 Whether Plaintiff complied with condition precedent to deliver original irrevocable full power of attorney within 90 days
  3. 3 Whether the Development Agreement was automatically rescinded for non-fulfillment of conditions precedent

Ratio Decidendi

Plaintiff failed to deliver the original irrevocable full power of attorney within the 90‑day period (condition precedent in clause 2.1.1); as clause 2 provided, non-fulfillment of the conditions within the stipulated period rendered the Development Agreement automatically rescinded; therefore Plaintiff's claim for specific performance was dismissed and Defendant entitled to repayment of the 10% deposit and to succeed in its counterclaim for RM6,903,680 with interest at 8% per annum from judgment until full settlement.

Court Disposition

Plaintiff's claim dismissed; Defendant's counterclaim allowed

Orders

  • Plaintiff's claim dismissed with costs of RM20,000 payable to Defendant subject to allocatur
  • Defendant's counterclaim allowed: Defendant awarded RM6,903,680.00 being repayment of the 10% deposit