CORNERSTONE DEVELOPMENT SDN BHD XXXX

CORNERSTONE DEVELOPMENT SDN BHD XXXX

Court of Appeal held clause 1.3.1(c) was clear: 'perimeter fence' meant a continuity of fencing all along both properties; respondent's erection of a non-continuous fence excluding public utilities was inconsistent with the SPA, produced a survey that reduced the agreed purchase price by c.40% and amounted to a breach going to the root of the contract. The termination by appellant after notice under clause 6.1(b) was lawful. High Court failed to apply contract construction principles and misappreciated evidence. Accordingly High Court judgment was set aside and judgment entered in terms of specified counterclaim prayers; refunds and costs orders made as consequential relief.

Citation
W-02(NCvC)(W)-2529-12/2017 (Mahkamah Rayuan)
Parties
Appellant: Cornerstone Development Sdn Bhd; Respondent: IRDK Sdn Bhd
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
14 September 2020
Case Number
W-02(NCvC)(W)-2529-12/2017 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal / Judgment on Appeal (court of Appeal)
Outcome
Appeal allowed; High Court judgment set aside; judgment entered in favour of appellant in terms of specified counterclaim prayers
Legal Topics
Construction of Contract, Specific Performance, Termination for Breach, Damages, Estoppel/waiver, Land Survey/adjustment Mechanism
Source Language
Malay/English
Contract Law Property Law Equitable Remedies Construction of Contract Specific Performance Termination for Breach Damages Estoppel/waiver +1 more

Case Brief

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Parties

Cornerstone Development Sdn Bhd

Appellant

IRDK Sdn Bhd

Respondent

Procedural Posture

Civil Appeal / Judgment on Appeal (court of Appeal)

Legal Issues

  1. 1 Whether clause 1.3.1(c) required erection of perimeter fencing all along the full boundary or whether fencing could exclude areas and be based on 'usable' area
  2. 2 Whether respondent's erection of a non-continuous perimeter fence and consequent survey reducing measured area justified termination by appellant
  3. 3 Whether the High Court misapplied principles of contractual construction and failed to evaluate evidence

Ratio Decidendi

Court of Appeal held clause 1.3.1(c) was clear: 'perimeter fence' meant a continuity of fencing all along both properties; respondent's erection of a non-continuous fence excluding public utilities was inconsistent with the SPA, produced a survey that reduced the agreed purchase price by c.40% and amounted to a breach going to the root of the contract. The termination by appellant after notice under clause 6.1(b) was lawful. High Court failed to apply contract construction principles and misappreciated evidence. Accordingly High Court judgment was set aside and judgment entered in terms of specified counterclaim prayers; refunds and costs orders made as consequential relief.

Court Disposition

Appeal allowed; High Court judgment set aside; judgment entered in favour of appellant in terms of specified counterclaim prayers

Orders

  • Set aside High Court judgment dated 29 November 2017
  • Enter judgment against respondent in terms of prayers A, B, C, E and F of the appellant's Counterclaim