1. KUCHAI ESTATES SDN. BHD 2. DATO’ TAN KIM LEONG 3. DATIN HIEW AH LAN PRESTIGE ALLOY SDN. BHD.

1. KUCHAI ESTATES SDN. BHD 2. DATO’ TAN KIM LEONG 3. DATIN HIEW AH LAN PRESTIGE ALLOY SDN. BHD.

The Court held the actual land area is 7177.50 m2 based on the approved survey plan and final title which are conclusive under NLC s396(2); Clause 20 adjustment did not apply because parties and supplementary agreements arose from a mutual misapprehension of computerized versus original qualified title; there was insufficient proof of fraud or conspiracy to justify piercing the corporate veil; the plaintiff was not entitled to the damages awarded; the 1st Defendant’s counterclaim to terminate was dismissed because the plaintiff acted in good faith, had paid deposit and D1 had encumbered the land preventing completion.

Citation
W-02(NCVC)(W) 1283-07/2016 (Mahkamah Rayuan)
Parties
Appellant / 1st Defendant: Kuchai Estates Sdn. Bhd.; Appellant / 2nd Defendant: Dato' Tan Kim Leong; Appellant / 3rd Defendant: Datin Hiew Ah Lan; Respondent / Plaintiff: Prestige Alloy Sdn. Bhd.
Court
NCVC
Jurisdiction
Malaysia
Judgment Date
29 November 2019
Case Number
W-02(NCVC)(W) 1283-07/2016 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (property / Specific Performance) / Court of Appeal Judgment (grounds of Judgment)
Outcome
Appeal allowed in part; High Court order modified in material respects; each party to bear their own costs.
Legal Topics
Specific Performance, Adjustment of Purchase Price, Piercing Corporate Veil, Admissibility of Documents, Land Area Dispute, Encumbrance and Lien, Termination of Contract, Damages
Source Language
Malay/English
Property Law Contract Law Land Law Corporate Law Civil Procedure Evidence Law Specific Performance Adjustment of Purchase Price +6 more

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Parties

Kuchai Estates Sdn. Bhd.

Appellant / 1st Defendant

Dato' Tan Kim Leong

Appellant / 2nd Defendant

Datin Hiew Ah Lan

Appellant / 3rd Defendant

Prestige Alloy Sdn. Bhd.

Respondent / Plaintiff

Procedural Posture

Civil Appeal (property / Specific Performance) / Court of Appeal Judgment (grounds of Judgment)

Legal Issues

  1. 1 What is the actual area of the land?
  2. 2 Is the plaintiff entitled to specific performance and what is the purchase price?
  3. 3 Whether the corporate veil should be pierced to make directors personally liable

Ratio Decidendi

The Court held the actual land area is 7177.50 m2 based on the approved survey plan and final title which are conclusive under NLC s396(2); Clause 20 adjustment did not apply because parties and supplementary agreements arose from a mutual misapprehension of computerized versus original qualified title; there was insufficient proof of fraud or conspiracy to justify piercing the corporate veil; the plaintiff was not entitled to the damages awarded; the 1st Defendant’s counterclaim to terminate was dismissed because the plaintiff acted in good faith, had paid deposit and D1 had encumbered the land preventing completion.

Court Disposition

Appeal allowed in part; High Court order modified in material respects; each party to bear their own costs.

Orders

  • Declaration that the purchase price under the SPA dated 26.2.2007 is RM 5,948,857.53
  • Order that Defendants shall at their own cost remove all encumbrances attributable to the First Defendant, including UOB lienholder's caveat, within 30 days