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

Court found the SPA and Memorandum of Transfer were valid and binding, the plaintiffs paid the full discounted purchase price of RM320,000 into the defendant's Maybank account, there was no proven fraud or forgery, Turquand's rule and ratification/acquiescence applied, the defendant evinced no intention to commence construction and thus repudiated the contract and there was a total failure of consideration; accordingly the SPA was rescinded and plaintiffs entitled to refund with interest and costs; defendant's counterclaim dismissed.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 (sale and Purchase of Property) / Judgment After Full Trial
Outcome
Plaintiff's claim allowed; Sale and Purchase Agreement rescinded; Defendant's counterclaim dismissed
Legal Topics
Rescission, Total Failure of Consideration, Repudiation, Turquand's Rule (indoor Management), Ratification, Unjust Enrichment, Interest, Costs, Forgery/estoppel
Source Language
Malay/English
Contract Law Property Law Civil Procedure Equity and Restitution Company Law Rescission Total Failure of Consideration Repudiation +6 more

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Parties

Lee Fah Pin

Plaintiff

Toh Ger Poh

Plaintiff

Great Five Development Sdn Bhd

Defendant

Procedural Posture

Civil Suit (sale and Purchase of 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 consideration was fully paid
  3. 3 Whether the sale was fraudulent

Ratio Decidendi

Court found the SPA and Memorandum of Transfer were valid and binding, the plaintiffs paid the full discounted purchase price of RM320,000 into the defendant's Maybank account, there was no proven fraud or forgery, Turquand's rule and ratification/acquiescence applied, the defendant evinced no intention to commence construction and thus repudiated the contract and there was a total failure of consideration; accordingly the SPA was rescinded and plaintiffs entitled to refund with interest and costs; defendant's counterclaim dismissed.

Court Disposition

Plaintiff's claim allowed; Sale and Purchase Agreement rescinded; Defendant's counterclaim dismissed

Orders

  • Declaration that the Sale and Purchase Agreement dated 9.1.2014 was repudiated by the Defendant by reason of fundamental breach and/or total failure of consideration
  • Order that the Sale and Purchase Agreement dated 9.1.2014 be rescinded