PJ MIDTOWN DEVELOPMENT SDN BHD 1. ) ASIANLAND REALTY SDN BHD 2. ) OYO ROOMS HOSPITALITY SDN BHD

PJ MIDTOWN DEVELOPMENT SDN BHD 1. ) ASIANLAND REALTY SDN BHD 2. ) OYO ROOMS HOSPITALITY SDN BHD

The court held the 13.12.2019 Agreement operated as a tenancy creating fixed payment obligations which Asianland breached; the Guarantee was a valid, binding instrument supported by consideration and apparent authority of the signatory (Turquand rule), therefore PJ Midtown was entitled to summary judgment for the outstanding sum as there were no genuine triable issues. Separately, Asianland’s counterclaim was procedurally defective for failing to include PJ Midtown as required by Order 15 r3 and in any event raised issues subject to a prior Court of Appeal stay pending arbitration; the proposed amendment was tactical and could not cure the defect, therefore the counterclaim and amendment...

Citation
WA-22NCC-267-05/2023 (Mahkamah Tinggi)
Parties
Plaintiff (main Suit): PJ Midtown Development Sdn Bhd; 1st Defendant (main Suit) and Plaintiff (counterclaim): Asianland Realty Sdn Bhd; 2nd Defendant (main Suit) and 1st Defendant (counterclaim): OYO Rooms Hospitality Sdn Bhd; 2nd Defendant (counterclaim): Oravel Stays Singapore Pte Limited
Court
High Court
Jurisdiction
Malaysia
Judgment Date
2 May 2024
Case Number
WA-22NCC-267-05/2023 (Mahkamah Tinggi)
Procedural Posture
Commercial Civil Suit (high Court, Commercial Division) / Decision on Summary Judgment and Strike Out Applications (summary Judgment Granted; Counterclaim Struck Out; Amendment Dismissed)
Outcome
Enclosure 19 allowed (summary judgment for PJ Midtown against Asianland and OYO MY); Enclosures 23 and 25 allowed (Asianland's counterclaim against OYO MY and Oravel struck out); Enclosure 67 dismissed (application to amend counterclaim denied)
Legal Topics
Summary Judgment, Strike Out/abuse of Process, Guarantee and Indemnity, Authority of Company Officers, Joinder/counterclaim, Arbitrability
Source Language
Malay/English
Contract Civil Procedure Arbitration Company Law Summary Judgment Strike Out/abuse of Process Guarantee and Indemnity Authority of Company Officers +2 more

Case Brief

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Parties

PJ Midtown Development Sdn Bhd

Plaintiff (main Suit)

Asianland Realty Sdn Bhd

1st Defendant (main Suit) and Plaintiff (counterclaim)

OYO Rooms Hospitality Sdn Bhd

2nd Defendant (main Suit) and 1st Defendant (counterclaim)

Oravel Stays Singapore Pte Limited

2nd Defendant (counterclaim)

Procedural Posture

Commercial Civil Suit (high Court, Commercial Division) / Decision on Summary Judgment and Strike Out Applications (summary Judgment Granted; Counterclaim Struck Out; Amendment Dismissed)

Legal Issues

  1. 1 Whether the 13.12.2019 Marketing and Operational Consulting Agreement created a tenancy and Asianland's liability for unpaid fees
  2. 2 Whether the Letter of Guarantee and Indemnity dated 18.10.2019 is valid and binds OYO MY
  3. 3 Whether Lim Gian Huang had authority to bind OYO MY and whether the Turquand rule applies

Ratio Decidendi

The court held the 13.12.2019 Agreement operated as a tenancy creating fixed payment obligations which Asianland breached; the Guarantee was a valid, binding instrument supported by consideration and apparent authority of the signatory (Turquand rule), therefore PJ Midtown was entitled to summary judgment for the outstanding sum as there were no genuine triable issues. Separately, Asianland’s counterclaim was procedurally defective for failing to include PJ Midtown as required by Order 15 r3 and in any event raised issues subject to a prior Court of Appeal stay pending arbitration; the proposed amendment was tactical and could not cure the defect, therefore the counterclaim and amendment...

Court Disposition

Enclosure 19 allowed (summary judgment for PJ Midtown against Asianland and OYO MY); Enclosures 23 and 25 allowed (Asianland's counterclaim against OYO MY and Oravel struck out); Enclosure 67 dismissed (application to amend counterclaim denied)

Orders

  • Summary judgment entered for PJ Midtown Development Sdn Bhd against Asianland Realty Sdn Bhd and OYO Rooms Hospitality Sdn Bhd for outstanding sums as calculated, with costs
  • Asianland Realty Sdn Bhd's counterclaim against OYO Rooms Hospitality Sdn Bhd and Oravel Stays Singapore Pte Limited struck out with costs