Sazean Development Sdn Bhd (Dalam Penggulungan) Maha Pesona Sdn Bhd

Sazean Development Sdn Bhd (Dalam Penggulungan) Maha Pesona Sdn Bhd

Plaintiff, being in liquidation and having obtained the Court of Appeal outcome that set aside prior HC orders, established a prima facie entitlement and the defendant failed to raise any triable issue; the defendant's attempted set-off of LAD against the final 20% was impermissible in the liquidation context where...

Source-derived case information.

Citation
WA-22NCvC-435-06/2021 (Mahkamah Tinggi)
Parties
Plaintiff: Sazean Development Sdn Bhd (In Liquidation); Defendant: Maha Pesona Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
14 December 2022
Case Number
WA-22NCvC-435-06/2021 (Mahkamah Tinggi)
Procedural Posture
Civil Summary Judgment (order 81 R.11 Rules of Court 2012) / Final Judgment (high Court) on Summary Judgment; Determination Applied to Related Suits
Outcome
Summary judgment entered for plaintiff; SPA declared terminated; defendant ordered to transfer and deliver property back to plaintiff; costs awarded to plaintiff
Legal Topics
Summary Judgment, Set Off, Liquidated Damages, Winding Up, Housing Development (control and Licensing) Act 1966, Termination of Sale and Purchase Agreement, Proof of Debt
Civil Procedure Contract Law Company Law Housing Law Insolvency Law Summary Judgment Set Off Liquidated Damages +4 more

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Summary, issues, holding and outcome

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Parties

Sazean Development Sdn Bhd (In Liquidation)

Plaintiff

Maha Pesona Sdn Bhd

Defendant

Procedural Posture

Civil Summary Judgment (order 81 R.11 Rules of Court 2012) / Final Judgment (high Court) on Summary Judgment; Determination Applied to Related Suits

Legal Issues

  1. 1 Whether defendant was entitled to set off liquidated ascertained damages (LAD) against the final 20% purchase price after plaintiff was wound up
  2. 2 Whether plaintiff lawfully terminated the SPA for purchaser's failure to pay the final 20% and whether summary judgment under O.81 was appropriate
  3. 3 Whether set-off is permissible against a company in liquidation and outside the proof of debt process

Ratio Decidendi

Plaintiff, being in liquidation and having obtained the Court of Appeal outcome that set aside prior HC orders, established a prima facie entitlement and the defendant failed to raise any triable issue; the defendant's attempted set-off of LAD against the final 20% was impermissible in the liquidation context where mutual credits were not properly due and where LAD must be proved and dealt with through the liquidator and the Housing Development Account; accordingly summary judgment under O.81 was appropriate and entered for the plaintiff.

Court Disposition

Summary judgment entered for plaintiff; SPA declared terminated; defendant ordered to transfer and deliver property back to plaintiff; costs awarded to plaintiff

Orders

  • Declaration that the Sale and Purchase Agreement for Lot No PH1C-U13/26G-20 is terminated due to defendant's failure to pay the final 20% of the purchase price
  • Order that the defendant transfer the property back to the plaintiff free from encumbrances within fourteen days from the date of the order