1. ) DATO' KHOO CHEE HIONG 2. ) LEE THAI FOO 1. ) TH LADANG (SABAH & SARAWAK) SDN BHD 2. ) TH PLANTATIONS BERHAD

1. ) DATO' KHOO CHEE HIONG 2. ) LEE THAI FOO 1. ) TH LADANG (SABAH & SARAWAK) SDN BHD 2. ) TH PLANTATIONS BERHAD

The Letter of Offer constituted a binding contract because it set out essential terms (parties, shares, price, payment schedule, conditions precedent) and evidenced an intention to be bound; clause 5(a) unambiguously described the earnest deposit as non‑refundable, therefore the 1st defendant was entitled to retain the RM1,140,000 earnest deposit and the originating summons must be dismissed.

Citation
WA-24NCC-110-02/2022 (Mahkamah Tinggi)
Parties
Plaintiff: Dato' Khoo Chee Hiong; Plaintiff: Lee Thai Foo; 1st Defendant: TH Ladang (Sabah & Sarawak) Sdn Bhd; 2nd Defendant: TH Plantations Berhad
Court
High Court
Jurisdiction
Malaysia
Judgment Date
15 June 2022
Case Number
WA-24NCC-110-02/2022 (Mahkamah Tinggi)
Procedural Posture
Originating Summons Commercial Division / Judgment at First Instance
Outcome
Originating summons dismissed. 1st defendant entitled to retain the RM1,140,000 earnest deposit. Costs awarded to the defendants.
Legal Topics
Letter of Offer, Earnest Deposit, Forfeiture, Binding Agreement, Non‑refundable Clause, Unconscionability, Conditions Precedent
Source Language
Malay/English
Contract Commercial Law Equity Civil Procedure Specific Relief Letter of Offer Earnest Deposit Forfeiture +4 more

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Parties

Dato' Khoo Chee Hiong

Plaintiff

Lee Thai Foo

Plaintiff

TH Ladang (Sabah & Sarawak) Sdn Bhd

1st Defendant

TH Plantations Berhad

2nd Defendant

Procedural Posture

Originating Summons Commercial Division / Judgment at First Instance

Legal Issues

  1. 1 Whether the Letter of Offer constituted a legally binding contract
  2. 2 Whether the 1st defendant was entitled to retain the RM1,140,000 earnest deposit
  3. 3 Whether defendants' conduct was unconscionable such that forfeiture was unjustified

Ratio Decidendi

The Letter of Offer constituted a binding contract because it set out essential terms (parties, shares, price, payment schedule, conditions precedent) and evidenced an intention to be bound; clause 5(a) unambiguously described the earnest deposit as non‑refundable, therefore the 1st defendant was entitled to retain the RM1,140,000 earnest deposit and the originating summons must be dismissed.

Court Disposition

Originating summons dismissed. 1st defendant entitled to retain the RM1,140,000 earnest deposit. Costs awarded to the defendants.

Orders

  • Originating summons dismissed in its entirety
  • 1st defendant entitled to retain the earnest deposit of RM1,140,000.00