1. Lee Fah Pin 2. Toh Ger Poh Great Five Development Sdn Bhd

1. Lee Fah Pin 2. Toh Ger Poh Great Five Development Sdn Bhd

The SPA and Memorandum of Transfer were valid and binding; plaintiffs paid the full discounted purchase price of RM320,000 to the defendant; there was no proven fraud or forgery affecting the transaction; defendant acquiesced and/or ratified the transaction and, by failing to commence construction for over seven years and evincing no intention to complete, committed a fundamental breach and caused a total failure of consideration; therefore plaintiffs were entitled to rescind the contract and recover RM320,000 with interest and costs; defendant's counterclaims were dismissed.

Citation
BA-22NCvC-34-01/2020 (Mahkamah Tinggi)
Parties
Plaintiff: Lee Fah Pin; Plaintiff: Toh Ger Poh; Defendant: Great Five Development Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
21 February 2022
Case Number
BA-22NCvC-34-01/2020 (Mahkamah Tinggi)
Procedural Posture
Civil Suit (contract/property) / Judgment After Full Trial
Outcome
Judgment for Plaintiffs. Sale and Purchase Agreement rescinded for repudiation and/or total failure of consideration; refund and interest awarded; Defendant's counterclaims dismissed; costs awarded to Plaintiffs.
Legal Topics
Rescission, Total Failure of Consideration, Repudiation/fundamental Breach, Turquand Rule / Indoor Management, Ratification and Acquiescence, Unjust Enrichment, Interest and Costs
Source Language
Malay/English
Contract Law Property Law Company Law Equity and Restitution Civil Procedure Rescission Total Failure of Consideration Repudiation/fundamental Breach +4 more

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Parties

Lee Fah Pin

Plaintiff

Toh Ger Poh

Plaintiff

Great Five Development Sdn Bhd

Defendant

Procedural Posture

Civil Suit (contract/property) / Judgment After Full Trial

Legal Issues

  1. 1 Whether the Sale and Purchase Agreement and Memorandum of Transfer were valid and binding
  2. 2 Whether the plaintiffs paid the full consideration
  3. 3 Whether the sale was fraudulent or tainted by forgery or misappropriation

Ratio Decidendi

The SPA and Memorandum of Transfer were valid and binding; plaintiffs paid the full discounted purchase price of RM320,000 to the defendant; there was no proven fraud or forgery affecting the transaction; defendant acquiesced and/or ratified the transaction and, by failing to commence construction for over seven years and evincing no intention to complete, committed a fundamental breach and caused a total failure of consideration; therefore plaintiffs were entitled to rescind the contract and recover RM320,000 with interest and costs; defendant's counterclaims were dismissed.

Court Disposition

Judgment for Plaintiffs. Sale and Purchase Agreement rescinded for repudiation and/or total failure of consideration; refund and interest awarded; Defendant's counterclaims dismissed; costs awarded to Plaintiffs.

Orders

  • Declaration that the Sale and Purchase Agreement dated 9.1.2014 has been repudiated by the Defendant and/or rescinded
  • Order that the Sale and Purchase Agreement dated 9.1.2014 be rescinded