LEBAR DAUN DEVELOPMENT SDN BHD 1. ) ASTER BINA SDN BHD 2. ) TEE KIM HOCK 3. ) Tee Ah Seng, Dato

LEBAR DAUN DEVELOPMENT SDN BHD 1. ) ASTER BINA SDN BHD 2. ) TEE KIM HOCK 3. ) Tee Ah Seng, Dato

The court found the architect's written confirmation and the 1st Defendant's independent inspections and written acceptance established that the SPA became unconditional; the 1st Defendant subsequently breached payment obligations and its claimed termination based on a setting-out error was not credible because the error was curable and the defendant had acted in a manner inconsistent with immediate termination (including seeking a price reduction and cancelling financing); evidence established that the 2nd and 3rd Defendants controlled and funded the 1st Defendant so the corporate veil was lifted; accordingly specific performance was granted and the defendants ordered to pay a reduced...

Citation
BA-22NCvC-396-09/2019 (Mahkamah Tinggi)
Parties
Plaintiff: Lebar Daun Development Sdn Bhd; 1st Defendant: Aster Bina Sdn Bhd; 2nd Defendant: Tee Kim Hock; 3rd Defendant: Tee Ah Seng, Dato
Court
High Court
Jurisdiction
Malaysia
Judgment Date
30 September 2022
Case Number
BA-22NCvC-396-09/2019 (Mahkamah Tinggi)
Procedural Posture
Civil Specific Performance of Sale and Purchase Agreement; Counterclaim for Rescission and Damages / High Court Judgment at Trial (shah Alam)
Outcome
Judgment for Plaintiff; Plaintiff's claim allowed; 1st Defendant's counterclaim dismissed; 2nd and 3rd Defendants held jointly and severally liable in the alternative
Legal Topics
Specific Performance, Breach of Contract, Conditions Precedent, Unlawful Termination, Piercing the Corporate Veil, Misrepresentation, Estoppel, Remedies and Costs
Source Language
Malay/English
Contract Law Company Law Property Law Equity Civil Procedure Specific Performance Breach of Contract Conditions Precedent +5 more

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Parties

Lebar Daun Development Sdn Bhd

Plaintiff

Aster Bina Sdn Bhd

1st Defendant

Tee Kim Hock

2nd Defendant

Tee Ah Seng, Dato

3rd Defendant

Procedural Posture

Civil Specific Performance of Sale and Purchase Agreement; Counterclaim for Rescission and Damages / High Court Judgment at Trial (shah Alam)

Legal Issues

  1. 1 Whether conditions precedent were breached entitling 1st Defendant to terminate the SPA or whether the termination was unlawful
  2. 2 Whether the corporate veil of the 1st Defendant should be lifted to hold the 2nd and 3rd Defendants liable
  3. 3 Whether the Plaintiff is entitled to specific performance of the SPA

Ratio Decidendi

The court found the architect's written confirmation and the 1st Defendant's independent inspections and written acceptance established that the SPA became unconditional; the 1st Defendant subsequently breached payment obligations and its claimed termination based on a setting-out error was not credible because the error was curable and the defendant had acted in a manner inconsistent with immediate termination (including seeking a price reduction and cancelling financing); evidence established that the 2nd and 3rd Defendants controlled and funded the 1st Defendant so the corporate veil was lifted; accordingly specific performance was granted and the defendants ordered to pay a reduced...

Court Disposition

Judgment for Plaintiff; Plaintiff's claim allowed; 1st Defendant's counterclaim dismissed; 2nd and 3rd Defendants held jointly and severally liable in the alternative

Orders

  • Declaration that the revocation of the SPA by the 1st Defendant is wrong and unlawful
  • Declaration that the SPA is valid, subsisting and binding on the Defendants