RESIDENMAS DEVELOPMENT SDN BHD Raja Halinuddin Bin Raja Halid

RESIDENMAS DEVELOPMENT SDN BHD Raja Halinuddin Bin Raja Halid

The Court of Appeal held the 16.4.2009 Bailout and Temporary Take Over Agreement did not satisfy the requirements of an absolute assignment under s.4(3) CLA; read in its four corners the agreement created a profit‑sharing/security arrangement and conditional transfer (repayment/re‑transfer mechanics), not an unconditional transfer of PSK's rights. There was no express written notice to the Appellant amounting to assignment and the Respondent remained a stranger to the PSK‑Residenmas Agreement and thus lacked locus standi; consequently the High Court judgment was set aside and the Respondent's claim dismissed.

Citation
M-02(NCvC)(W)-2003-10/2022 (Mahkamah Rayuan)
Parties
APPELLANT: RESIDENMAS DEVELOPMENT SDN BHD; RESPONDENT: Y.M RAJA HALINUDDIN BIN RAJA HALID
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
5 March 2024
Case Number
M-02(NCvC)(W)-2003-10/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (court of Appeal) / Appeal From High Court Judgment Dated 3 October 2022
Outcome
Appeal allowed; High Court decision dated 3 October 2022 set aside; Respondent's claim dismissed; costs awarded to Appellant.
Legal Topics
Absolute Assignment of Chose in Action, Section 4(3) Civil Law Act 1956, Privity of Contract, Locus Standi to Sue, Contractual Construction (four Corners), Profit‑sharing Vs Security
Source Language
Malay/English
Contract Law Commercial Law Civil Procedure Property/assignment Law Absolute Assignment of Chose in Action Section 4(3) Civil Law Act 1956 Privity of Contract Locus Standi to Sue +2 more

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Parties

RESIDENMAS DEVELOPMENT SDN BHD

APPELLANT

Y.M RAJA HALINUDDIN BIN RAJA HALID

RESPONDENT

Procedural Posture

Civil Appeal (court of Appeal) / Appeal From High Court Judgment Dated 3 October 2022

Legal Issues

  1. 1 Whether the Bailout and Temporary Take Over Agreement dated 16.4.2009 constituted an absolute assignment under s.4(3) Civil Law Act 1956
  2. 2 Whether express written notice of assignment was given to the debtor (Appellant)
  3. 3 Whether the Respondent (Plaintiff) as assignee had locus standi to sue the Appellant under the PSK‑Residenmas Agreement

Ratio Decidendi

The Court of Appeal held the 16.4.2009 Bailout and Temporary Take Over Agreement did not satisfy the requirements of an absolute assignment under s.4(3) CLA; read in its four corners the agreement created a profit‑sharing/security arrangement and conditional transfer (repayment/re‑transfer mechanics), not an unconditional transfer of PSK's rights. There was no express written notice to the Appellant amounting to assignment and the Respondent remained a stranger to the PSK‑Residenmas Agreement and thus lacked locus standi; consequently the High Court judgment was set aside and the Respondent's claim dismissed.

Court Disposition

Appeal allowed; High Court decision dated 3 October 2022 set aside; Respondent's claim dismissed; costs awarded to Appellant.

Orders

  • The appeal is allowed
  • The decision of the High Court dated 3.10.2022 is set aside