Malaysia Case Law: Decisions & Judgments

Topic

Conditions precedent

Legal area

Court

30 Sept 2025

Sri Bayanaemas Realty Sdn Bhd Acasys Technology Sdn Bhd

Citation

BA-22NCvC-380-09/2022 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-380-09/2022 (Mahkamah Tinggi)

The Joint Development Agreement and Addenda (notably Addendum IV) are contracts subject to conditions precedent (planning approvals, plot ratio increase and related regulatory consents); because those conditions precedent remained unfulfilled the defendant had not lawfully commenced development so the plaintiff's termination was unlawful; consequently plaintiff's claim was dismissed and defendant was entitled to declaratory relief and specific performance (reliefs pleaded in paragraphs 52(a) and 52(b)), with costs awarded to defendant.
2 Sept 2025

SABAH DEVELOPMENT BANK BERHAD YUHANIS KAMIL PIHAK KETIGA ALAM DINGIN SDN. BHD.

Citation

WA-22NCC-841-11/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-841-11/2024 (Mahkamah Tinggi)

The Plaintiff established a prima facie claim by producing the Guarantee and Certificate of Indebtedness; substitution required fulfilment of express conditions precedent which were not proven to have been satisfied by the Defendant; the Certificate is conclusive absent fraud or manifest error; third party proceedings do not preclude summary judgment; the Defendant failed to discharge the evidential burden or raise any triable issue, entitling the Plaintiff to summary judgment.
19 Jun 2025

YHS RESOURCES SDN BHD DAMANSARA REALTY (PAHANG) SDN BHD

Citation

WA-22NCvC-737-11/2024 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCvC-737-11/2024 (Mahkamah Tinggi)

Given the unfulfilled conditions precedent and the express contractual provisions (Clause 10(c) and Clause 15(b)) whereby the Plaintiff waived rights to bring claims arising from non-fulfilment, the impugned paragraphs 40(a) and 40(c)–(o) are plainly unsustainable on their face, disclose no reasonable cause of action and constitute an abuse of process; they are therefore struck out under Order 18 Rule 19(1) ROC 2012.
4 Jun 2025

M SOUTH MARKETING SDN. BHD. 1. ) ALL WAYS BUILDER SDN. BHD. 2. ) EURO HOLDINGS BERHAD 3. ) Choong Yuen Keong @ Tong Yuen Keong 4. ) Tong Yun Mong 5. ) ADY MARKETING SDN BHD

Citation

WA-22NCC-137-03/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-137-03/2021 (Mahkamah Tinggi)

On the balance of probabilities M South proved delivery and acceptance of goods; the corporate guarantees were valid, board‑authorized and their conditions were substantially satisfied (delivery to site, use for project, signed/stamped delivery orders); Euroland's consent judgment acknowledging legitimate supply fatally undermined Euro Holdings' conspiracy allegations; Euro Holdings failed to prove the elements of conspiracy and is liable under the guarantees; claim allowed and counterclaim dismissed.
23 Apr 2025

TAN CHEE HOE KALIAMAH A/P SUBRAMANIAM

Citation

BA-12BNCvC-35-06/2024 (Mahkamah Tinggi)
Court

High Court
Case number

BA-12BNCvC-35-06/2024 (Mahkamah Tinggi)

The High Court held that the SPA had been finalized and was only awaiting signatures; equity entitled the appellant to specific performance but, because the SPA was conditional and the appellant had occupied rent-free and the parties contemplated re-deposit, specific performance was granted subject to the appellant re-depositing RM70,000.00 with her solicitors within seven days and obtaining housing board approval within fourteen days, and vacant possession must be returned to the respondent if the SPA is not concluded within six months.
21 Feb 2025

PUSAT KHIDMAT PEMBANGUNAN USAHAWAN YaPEIM SDN BHD 1. ) PEH LIAN HWA 2. ) KHOR SIANG TEIK 3. ) CHEW POH ENG 4. ) ENG CHONG HIM

Citation

K-02(NCvC)(W)-206-02/2023 (Mahkamah Rayuan)
Court

NCvC
Case number

K-02(NCvC)(W)-206-02/2023 (Mahkamah Rayuan)

The Court upheld the High Court's factual finding that the express conditions precedent in clause 2.1(a)-(c) were satisfied, that MOF approval for YaPEIM funding was not a contractual condition under clause 2.1(d), and that YaPEIM's failure to secure funds was self-induced; therefore the doctrine of frustration did not apply and the respondents lawfully forfeited the RM1,000,000 deposit under clause 5.4.
23 Jan 2025

EVERGREEN CORPORATE SDN BHD EXPORT-IMPORT BANK OF MALAYSIA BERHAD

Citation

W-02(MUA)(W)-748-04/2022 (Mahkamah Rayuan)
Court

MUA
Case number

W-02(MUA)(W)-748-04/2022 (Mahkamah Rayuan)

The appellant had not satisfied all contractual conditions precedent within the agreed one-month period; the Facility Agreement expressly conferred on EXIM Bank an absolute, time-independent right to terminate if conditions precedent remained unfulfilled and contained a non-waiver clause; there was no clear, unequivocal representation or reliance to support estoppel or waiver by conduct; therefore termination was lawful and the High Court's dismissal was correct.
16 Dec 2024

BETANAZ PROPERTIES SDN BHD AEON CO. (M) BHD PIHAK KETIGA Ahmad Zaki Resources Berhad PIHAK TERKILAN MUFG BANK (MALAYSIA) BERHAD

Citation

WA-22NCvC-121-03/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCvC-121-03/2021 (Mahkamah Tinggi)

On the evidence and commercial construction of the agreements the court found AEON in breach and not entitled to treat the TA and CA as void for non-fulfilment of CPs; AZRB completed the bridge section required to serve the mall (CPC 25.09.2020) within government EOT; Betanaz validly terminated the tenancy and is entitled to recover wasted expenditure as alternative relief. AEON's counterclaim and challenge to the bank guarantee fail. Accordingly judgment for Betanaz on alternative wasted expenditure (RM18,678,255.27) entered; AEON to pay specified costs; counterclaim and BG suit dismissed.
10 Nov 2024

YPJ PLANTATIONS SDN.BHD. MAJU CONSTRUCTION AND DEVELOPMENT SDN. BHD.

Citation

JA-22C-3-02/2020 (Mahkamah Tinggi)
Court

High Court
Case number

JA-22C-3-02/2020 (Mahkamah Tinggi)

The Plaintiff failed to fulfil the contractual condition precedent to rezone the Land within the contractual period; as a result the JDA remained conditional and the Defendant's obligations to pay Progressive Payments were suspended. The Plaintiff also failed to prove the Termination Notice was sent or received and prematurely terminated without first exhausting the contractually mandated internal dispute resolution (PMC and Dispute Panel). Therefore the Plaintiff's claim for breach was dismissed and the Defendant's counterclaim for declaration and mandatory orders was allowed (with damages t…
5 Sept 2024

ACMELAND DEVELOPMENT SDN. BHD. LEMBAGA KEMAJUAN JOHOR TENGGARA

Citation

JA-22NCvC-129-09/2019 (Mahkamah Tinggi)
Court

High Court
Case number

JA-22NCvC-129-09/2019 (Mahkamah Tinggi)

The court found planning permission was a condition precedent fundamental to the JVA; plaintiff's failure to obtain that permission (and to exhaust available remedies) constituted a fundamental breach and rendered performance impossible such that defendant lawfully terminated and, alternatively, the JVA was frustrated. Plaintiff failed to prove causal loss and to strictly prove claimed special damages; under s15(2) Civil Law Act the deposit paid must be returned subject to any allowable expenses, and fairness required refund of the deposit.