Malaysia Case Law: Decisions & Judgments

Topic

Contingent contract

Legal area

Court

2 Oct 2024

SPLENDID APEX SDN BHD LION HOLDINGS SDN BHD

Citation

WA-22NCvC-583-09/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCvC-583-09/2020 (Mahkamah Tinggi)

The court held that payment of the purchase price was conditional upon the Defendant fulfilling its seller obligations and appointing a stakeholder (condition precedent); the Defendant terminated the Agreement before performing those obligations and therefore breached the contract; clause 7.7 prevented treating non-payment as an event of default pending the Effective Date; accordingly the termination was invalid, the contract was declared void and the Defendant was ordered to restore monies received under section 66 Contracts Act 1950.
5 Jul 2024

TANJUNG OFFSHORE SERVICES SDN BHD 1. ) VME PROCESS SYSTEMS MALAYSIA SDN BHD 2. ) VME PROCESS ASIA PACIFIC PTE LTD

Citation

WA-22IP-40-09/2022 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22IP-40-09/2022 (Mahkamah Tinggi)

The JSA was a contingent contract dependent on conditions precedent in clause 2.3 (notably Petronas releases) which were not fulfilled within a reasonable time and not procured because the 1st defendant did not accept Petronas' conditions; therefore the JSA and the IPPA (which was inextricably linked to the JSA) are null and void and the Bayan Settlement Sum (USD5,500,000) must be returned; additionally the July 2020 letters contained false statements of fact that were defamatory and constituted unlawful interference with the plaintiff's trade, entitling the plaintiff to injunctive relief, an…
20 Oct 2023

Fivestar Luxury Sdn Bhd 1. ) Daya Intelek Usahasama Sdn Bhd 2. ) Ageson Development Sdn Bhd (sebelum ini dikenali sebagai Prinsiptek Properties Sdn Bhd) 3. ) Foo Chu Jong 4. ) Foo Chu Pak 5. ) FIVESTAR LUXURY SDN BHD 6. ) Tan Buck Lai 7. )

Citation

PA-22NCvC-61-03/2021 (Mahkamah Tinggi)
Court

High Court
Case number

PA-22NCvC-61-03/2021 (Mahkamah Tinggi)

The court found multiple serious questions to be tried regarding the ATS' enforceability and the parties' rights; the balance of convenience favoured preserving the status quo because without an injunction D1D2 could deal with the land rendering specific performance nugatory, damages were potentially inadequate and P provided a sufficient undertaking; accordingly an interim injunction was granted pending trial.
3 Jul 2023

1. ) ONE ISKANDAR SDN BHD 2. ) RIO TINTO RESOURCES SDN. BHD. (dikenali sebelum ini sebagai 725 DEVELOPMENT SDN. BHD.) SPNB ASPIRASI SDN BHD

Citation

WA-22NCC-269-06/2021 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-269-06/2021 (Mahkamah Tinggi)

The JVA/SA expressly made obtainment of banking facilities a condition precedent to the SPA; financing was not obtained within the stipulated periods so the SPA and the related JVA/SA ceased to be effective, the written entire-agreement and no-variation clauses precluded reliance on prior or subsequent oral arrangements, and the Plaintiffs failed to prove any causal, non-remote special damages; accordingly the Plaintiffs’ claim fails and is dismissed.
9 Mar 2023

KOPERASI KAKITANGAN KERAJAAN HULU PERAK BERHAD SURIAMAS YAKIN SDN BHD

Citation

AA-B52NCvC-34-07/2019 (Mahkamah Sesyen)
Court

Sessions Court
Case number

AA-B52NCvC-34-07/2019 (Mahkamah Sesyen)

Clause 3 Schedule 3 of the SPA allowed rescission if the Purchaser could not obtain a loan from any bank or any licensed financial institution within six months; KOPSYA qualifies as an 'institusi kewangan' under the National Land Code as a cooperative conducting financial business; the KOPSYA correspondence amounted to a refusal; Plaintiff gave timely notice within the contractual period; therefore Plaintiff validly rescinded the agreement and is entitled to repayment of the RM650,000 deposit with interest and costs; Defendant's counterclaim failed for lack of proof of loss.
20 Jul 2022

FUTURE LUB SDN BHD 1. ) TAN WEN CHEN @ LAU WEN CHEN 2. ) NG GEAK INN

Citation

JA-22NCvC-205-11/2019 (Mahkamah Tinggi)
Court

High Court
Case number

JA-22NCvC-205-11/2019 (Mahkamah Tinggi)

The SPA was a contingent contract conditioned upon the registration of the 1st transfer within a fixed 7 + 7 month period; that contingency did not occur within the fixed time and time was of the essence, therefore under the law on contingent contracts (section 36 principle) the SPA became void; accordingly the plaintiff’s claim for specific performance failed and the defendants’ counterclaim succeeds.
15 Oct 2018

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

Citation

J-02(NCVC)(W)-2540-12/2017 (Mahkamah Rayuan)
Court

NCVC
Case number

J-02(NCVC)(W)-2540-12/2017 (Mahkamah Rayuan)

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.

Malaysia Case Law

SPLENDID APEX SDN BHD LION HOLDINGS SDN BHD

TANJUNG OFFSHORE SERVICES SDN BHD 1. ) VME PROCESS SYSTEMS MALAYSIA SDN BHD 2. ) VME PROCESS ASIA PACIFIC PTE LTD

Fivestar Luxury Sdn Bhd 1. ) Daya Intelek Usahasama Sdn Bhd 2. ) Ageson Development Sdn Bhd (sebelum ini dikenali sebagai Prinsiptek Properties Sdn Bhd) 3. ) Foo Chu Jong 4. ) Foo Chu Pak 5. ) FIVESTAR LUXURY SDN BHD 6. ) Tan Buck Lai 7. )

1. ) ONE ISKANDAR SDN BHD 2. ) RIO TINTO RESOURCES SDN. BHD. (dikenali sebelum ini sebagai 725 DEVELOPMENT SDN. BHD.) SPNB ASPIRASI SDN BHD

KOPERASI KAKITANGAN KERAJAAN HULU PERAK BERHAD SURIAMAS YAKIN SDN BHD

FUTURE LUB SDN BHD 1. ) TAN WEN CHEN @ LAU WEN CHEN 2. ) NG GEAK INN

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