Viva Venture PLT 1. Beh Joo Seong 2. Lee Lin Kwai

Viva Venture PLT 1. Beh Joo Seong 2. Lee Lin Kwai

Clause 27 required an executed Guarantee Agreement within the notice period and did not operate as a deemed personal guarantee; there was no evidence of the required notification or execution of the Guarantee Agreement, plaintiff elected to proceed with the lease despite non-execution and thereby lost the contractual mechanism to enforce personal guarantees; a director’s signature on the Letter of Offer was in a representative capacity and did not bind him personally; the claim against the directors disclosed no reasonable cause of action and was properly struck out under Order 18 r 19 KKM 2012, so the Sessions Court decision was upheld.

Citation
WA-12ANCVC-153-07/2019 (Mahkamah Tinggi)
Parties
Appellant/plaintiff: Viva Venture PLT; Respondent/defendant: Beh Joo Seong; Respondent/defendant: Lee Lin Kwai
Court
High Court
Jurisdiction
Malaysia
Judgment Date
4 March 2020
Case Number
WA-12ANCVC-153-07/2019 (Mahkamah Tinggi)
Procedural Posture
Civil Appeal / Appeal From Sessions Court; High Court Judgment on Striking Out Under Order 18 R 19 KKM 2012
Outcome
Appeal dismissed; decision of Sessions Court affirmed
Legal Topics
Personal Guarantee, Order 18 Rule 19 Striking Out, Enforceability of Guarantee Clause, Agency/authority, Piercing the Corporate Veil
Source Language
Malay/English
Contract Civil Procedure Company Law Landlord and Tenant Personal Guarantee Order 18 Rule 19 Striking Out Enforceability of Guarantee Clause Agency/authority +1 more

Case Brief

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Parties

Viva Venture PLT

Appellant/plaintiff

Beh Joo Seong

Respondent/defendant

Lee Lin Kwai

Respondent/defendant

Procedural Posture

Civil Appeal / Appeal From Sessions Court; High Court Judgment on Striking Out Under Order 18 R 19 KKM 2012

Legal Issues

  1. 1 Whether directors are personally liable under clause 27 absent an executed guarantee agreement
  2. 2 Whether the Letter of Offer (Clause 27) itself constituted a binding personal guarantee
  3. 3 Whether the claim against directors disclosed a reasonable cause of action under Order 18 r 19 KKM 2012

Ratio Decidendi

Clause 27 required an executed Guarantee Agreement within the notice period and did not operate as a deemed personal guarantee; there was no evidence of the required notification or execution of the Guarantee Agreement, plaintiff elected to proceed with the lease despite non-execution and thereby lost the contractual mechanism to enforce personal guarantees; a director’s signature on the Letter of Offer was in a representative capacity and did not bind him personally; the claim against the directors disclosed no reasonable cause of action and was properly struck out under Order 18 r 19 KKM 2012, so the Sessions Court decision was upheld.

Court Disposition

Appeal dismissed; decision of Sessions Court affirmed

Orders

  • Appeal dismissed
  • Decision of Sessions Court upheld