SUMMIT DOMAIN SDN BHD & TAN SENG LEONG CARILLON SDN BHD CARILLON SDN BHD

SUMMIT DOMAIN SDN BHD & TAN SENG LEONG CARILLON SDN BHD CARILLON SDN BHD

The Court of Appeal held the SPA was a contingent/conditional contract dependent on a 'Final Decision of Court' as expressly defined in the SPA (requiring no further right of appeal); that definition was not satisfied because appeals were pending; the contingency thus remained unfulfilled and the contract lapsed or was properly terminated by the appellants under the SPA terms; section 47 was inapplicable to defeat a contingent contract termination; consequently the High Court order for specific performance was set aside and appellants were entitled to refund of monies.

Citation
J-02(NCVC)(W)-2540-12/2017 (Mahkamah Rayuan)
Parties
Appellant: Summit Domain Sdn Bhd; Appellant: Tan Seng Leong; Respondent: Carillon Sdn Bhd
Court
NCVC
Jurisdiction
Malaysia
Judgment Date
15 October 2018
Case Number
J-02(NCVC)(W)-2540-12/2017 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal / Court of Appeal Judgment (appeal From High Court)
Outcome
Appeal allowed; High Court judgment set aside; Defendant ordered to refund deposits and interest; Defendant’s counterclaim dismissed
Legal Topics
Contingent Contract, Condition Precedent, Specific Performance, Termination, Time at Large, Contracts Act 1950 S32 S33 S47, Rescission, Earnest Deposit
Source Language
Malay/English
Contract Law Property Law Civil Procedure Contingent Contract Condition Precedent Specific Performance Termination Time at Large +3 more

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Parties

Summit Domain Sdn Bhd

Appellant

Tan Seng Leong

Appellant

Carillon Sdn Bhd

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment (appeal From High Court)

Legal Issues

  1. 1 Whether the extension letter enlarged time for performance (time at large)
  2. 2 Whether termination notices without prior reasonable notice were unlawful under section 47 Contracts Act 1950
  3. 3 Whether a ‘Final Decision of Court’ as defined in the SPA had been obtained making the contract unconditional

Ratio Decidendi

The Court of Appeal held the SPA was a contingent/conditional contract dependent on a 'Final Decision of Court' as expressly defined in the SPA (requiring no further right of appeal); that definition was not satisfied because appeals were pending; the contingency thus remained unfulfilled and the contract lapsed or was properly terminated by the appellants under the SPA terms; section 47 was inapplicable to defeat a contingent contract termination; consequently the High Court order for specific performance was set aside and appellants were entitled to refund of monies.

Court Disposition

Appeal allowed; High Court judgment set aside; Defendant ordered to refund deposits and interest; Defendant’s counterclaim dismissed

Orders

  • Set aside High Court order allowing Defendant’s counterclaim and granting specific performance
  • Order that Defendant refund to Plaintiffs RM1000000.00 (earnest deposit)