IP SOFTCOM (MALAYSIA) SDN BHD TP CONCEPT (PENANG) SDN. BHD.

IP SOFTCOM (MALAYSIA) SDN BHD TP CONCEPT (PENANG) SDN. BHD.

The court found the PJB did not make obtaining a MIDA licence a mandatory precondition; PDC consent was determinative and its refusal was outside the control of the parties; therefore the PJB could not be lawfully implemented and was void/frustrated, entitling the purchaser to recovery of the deposit; IP Softcom failed to prove breach or loss and thus could not forfeit the deposit or claim damages.

Citation
PA-22NCVC-213-10/2019 (Mahkamah Tinggi)
Parties
Plaintiff (guaman PA 22 NCVC 218 10/2019); Defendant (guaman PA 22 NCVC 213 10/2019): TP Concept (Penang) Sdn. Bhd.; Defendant (guaman PA 22 NCVC 218 10/2019); Plaintiff (guaman PA 22 NCVC 213 10/2019): IP Softcom (Malaysia) Sdn. Bhd.
Court
High Court
Jurisdiction
Malaysia
Judgment Date
29 April 2024
Case Number
PA-22NCVC-213-10/2019 (Mahkamah Tinggi)
Procedural Posture
Civil Dispute Over Sale and Purchase of Industrial Land and Deposit / Full Trial Judgment (reasons Delivered)
Outcome
Judgment entered for TP Concept (Plaintiff in PA-22NCVC-218-10/2019); claim allowed and deposit RM955,000 to be refunded; counterclaim by IP Softcom (PA-22NCVC-213-10/2019) dismissed.
Legal Topics
Condition Precedent, Construction of Contract, Frustration, Forfeiture of Deposit, Regulatory Consent (pdc), Licensing (mida), Costs and Interest
Source Language
Malay/English
Contract Law Property Law Administrative Law Evidence Law Condition Precedent Construction of Contract Frustration Forfeiture of Deposit +3 more

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Parties

TP Concept (Penang) Sdn. Bhd.

Plaintiff (guaman PA 22 NCVC 218 10/2019); Defendant (guaman PA 22 NCVC 213 10/2019)

IP Softcom (Malaysia) Sdn. Bhd.

Defendant (guaman PA 22 NCVC 218 10/2019); Plaintiff (guaman PA 22 NCVC 213 10/2019)

Procedural Posture

Civil Dispute Over Sale and Purchase of Industrial Land and Deposit / Full Trial Judgment (reasons Delivered)

Legal Issues

  1. 1 Whether plaintiff was required to obtain a MIDA licence as a precondition to the SPA/PJB
  2. 2 Whether defendant's pleadings conflicted with Clause 10 of the Sale and Purchase Agreement (PJB)
  3. 3 Whether defendant was entitled to forfeit the RM955,000 deposit

Ratio Decidendi

The court found the PJB did not make obtaining a MIDA licence a mandatory precondition; PDC consent was determinative and its refusal was outside the control of the parties; therefore the PJB could not be lawfully implemented and was void/frustrated, entitling the purchaser to recovery of the deposit; IP Softcom failed to prove breach or loss and thus could not forfeit the deposit or claim damages.

Court Disposition

Judgment entered for TP Concept (Plaintiff in PA-22NCVC-218-10/2019); claim allowed and deposit RM955,000 to be refunded; counterclaim by IP Softcom (PA-22NCVC-213-10/2019) dismissed.

Orders

  • Per PA-22NCVC-218-10/2019: Deposit of RM955000.00 to be returned to TP Concept (Penang) Sdn. Bhd.
  • Per PA-22NCVC-218-10/2019: Costs of RM50000.00 to be paid by IP Softcom (Malaysia) Sdn. Bhd., assessment by allocator.