VIOLET CIRCLE SDN BHD 1. ) TROPICFAIR SDN BHD 2. ) TAN SRI DATO SERI VINCENT TAN CHEE YIOUN 3. ) BERJAYA ASSETS BERHAD

VIOLET CIRCLE SDN BHD 1. ) TROPICFAIR SDN BHD 2. ) TAN SRI DATO SERI VINCENT TAN CHEE YIOUN 3. ) BERJAYA ASSETS BERHAD

The alleged collateral agreement is inconsistent with the express terms of the written Share Sale Agreement which places the obligation to pay the purchase price solely on the 1st defendant; accordingly ss 91 and 92 of the Evidence Act bar admission of the collateral agreement and the plaintiff's claim against the 2nd and 3rd defendants disclosed no sustainable cause of action and was struck out.

Citation
WA-24NCC-96-02/2022 (Mahkamah Tinggi)
Parties
Plaintiff: Violet Circle Sdn Bhd; 1st Defendant: Tropicfair Sdn Bhd; 2nd Defendant: Tan Sri Dato' Seri Vincent Tan Chee Yioun; 3rd Defendant: Berjaya Assets Berhad
Court
High Court
Jurisdiction
Malaysia
Judgment Date
29 June 2022
Case Number
WA-24NCC-96-02/2022 (Mahkamah Tinggi)
Procedural Posture
Originating Summons (commercial Division) / Striking Out Application Under Order 18 Rule 19
Outcome
Striking out application allowed; claim against the 2nd and 3rd defendants struck out.
Legal Topics
Parol Evidence Rule, Collateral Agreement, Specific Performance, Strike Out (order 18 R 19), Sections 91 and 92 Evidence Act 1950
Source Language
Malay/English
Contract Law Evidence Law Company Law Civil Procedure Parol Evidence Rule Collateral Agreement Specific Performance Strike Out (order 18 R 19) +1 more

Case Brief

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Parties

Violet Circle Sdn Bhd

Plaintiff

Tropicfair Sdn Bhd

1st Defendant

Tan Sri Dato' Seri Vincent Tan Chee Yioun

2nd Defendant

Berjaya Assets Berhad

3rd Defendant

Procedural Posture

Originating Summons (commercial Division) / Striking Out Application Under Order 18 Rule 19

Legal Issues

  1. 1 Whether a collateral agreement existed binding the 2nd and 3rd defendants
  2. 2 Whether the parol evidence rule (ss 91–92 Evidence Act 1950) precludes admitting the alleged collateral agreement
  3. 3 Whether the claim against the 2nd and 3rd defendants discloses a sustainable cause of action and should be struck out

Ratio Decidendi

The alleged collateral agreement is inconsistent with the express terms of the written Share Sale Agreement which places the obligation to pay the purchase price solely on the 1st defendant; accordingly ss 91 and 92 of the Evidence Act bar admission of the collateral agreement and the plaintiff's claim against the 2nd and 3rd defendants disclosed no sustainable cause of action and was struck out.

Court Disposition

Striking out application allowed; claim against the 2nd and 3rd defendants struck out.

Orders

  • Claim against the 2nd and 3rd defendants struck out with costs.