Ultra Racing (M) Sdn Bhd Hai Soon Leong Sdn Bhd

Ultra Racing (M) Sdn Bhd Hai Soon Leong Sdn Bhd

Clause 4 of the SPA unambiguously provided for automatic termination upon failure to pay the balance purchase price; the defendant failed to pay and that breach went to the root of the contract, time remained the essence of the SPA, therefore the plaintiff validly terminated the SPA and the High Court orders in...

Source-derived case information.

Citation
B-02(NCvC)(A)-942-05/2022 (Mahkamah Rayuan)
Parties
Plaintiff/appellant: Ultra Racing (M) Sdn Bhd; Respondent: Hai Soon Leong Sdn Bhd
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
22 August 2023
Case Number
B-02(NCvC)(A)-942-05/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (court of Appeal) / Judgment on Appeals B 02(ncv C)(a) 939 and B 02(ncv C)(a) 942 (allowed)
Outcome
Appeals B-02(NCvC)(A)-939-05/2022 and B-02(NCvC)(A)-942-05/2022 allowed; High Court orders set aside
Legal Topics
Termination of Contract, Time of Essence, Specific Performance, Forfeiture, Sale and Purchase Agreement, Late Payment Interest
Contract Law Property Law Equity and Specific Performance Civil Procedure Termination of Contract Time of Essence Specific Performance Forfeiture +2 more

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Parties

Ultra Racing (M) Sdn Bhd

Plaintiff/appellant

Hai Soon Leong Sdn Bhd

Respondent

Procedural Posture

Civil Appeal (court of Appeal) / Judgment on Appeals B 02(ncv C)(a) 939 and B 02(ncv C)(a) 942 (allowed)

Legal Issues

  1. 1 whether the SPA was validly terminated under clause 4
  2. 2 whether time remained the essence of the SPA
  3. 3 whether failure to pay balance purchase price was a fundamental breach

Ratio Decidendi

Clause 4 of the SPA unambiguously provided for automatic termination upon failure to pay the balance purchase price; the defendant failed to pay and that breach went to the root of the contract, time remained the essence of the SPA, therefore the plaintiff validly terminated the SPA and the High Court orders in OS1031 and OS1485 are set aside and reliefs to the plaintiff are granted.

Court Disposition

Appeals B-02(NCvC)(A)-939-05/2022 and B-02(NCvC)(A)-942-05/2022 allowed; High Court orders set aside

Orders

  • Declaration that termination of the SPA dated 25.10.2018 pursuant to clause 4 was valid and SPA is null and void
  • Grant prayers 1,2,3,4,5,6,7,8,10 and 11 of OS1485 with variation that compliance periods in prayers 7 and 11 are 30 days