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2025 MarsdenLR 4824
HIGH COURT MALAYA SHAH ALAM
YEOH KENG TAT – Appellant
Versus
SL LAND SDN BHD – Respondent
[Civil Appeal No: BA-12BNCvC-77-12/2024]
The court reaffirmed the parole evidence rule, emphasizing that oral agreements contradicting written terms are inadmissible, and the burden of proof lies with the party alleging the waiver.
Headnote:(A) Contracts Act 1950 - Parole Evidence Rule - Sale and Purchase Agreements - Dispute over differential sum - Appellant claimed oral waiver of payment; Respondent denied existence of such agreement - Sessions Court affirmed Respondent's position, emphasizing contractual sanctity and the necessity of written terms - Court found Appellant failed to prove waiver, relying on conjecture and unsupported claims - Appellant's admissions regarding non-payment further undermined their case - Appeal dismissed, affirming lower court's findings. (Paras [1], [2], [4]-[39])
Facts of the case:
The dispute arose from a sale and purchase agreement involving twelve properties, where the Appellant claimed an oral understanding to waive a differential sum. The Respondent asserted that no such agreement existed, and the written contract was binding. The Sessions Court ruled in favor of the Respondent.
Findings of Court:
The Sessions Court found that the Appellant failed to provide evidence supporting the alleged waiver and that the Respondent's claims were substantiated by contemporaneous documents.
Issues: The main issues concerned the validity of the alleged oral waiver and whether the Respondent was entitled to enforce the written terms of the agreement.
Ratio Decidendi: The court emphasized the importance of adhering to written terms in contracts and ruled that the Appellant's claims were inadmissible under the parole evidence rule. The burden of proof lay on the Appellant, which was not met.
Result: Appeal dismissed with costs awarded to the Respondent.
| Table of Content |
|---|
| 1. factual background of the case (Para 1 , 2 , 3) |
| 2. court's analysis and reasoning (Para 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36) |
| 3. legal principles guiding the decision (Para 14) |
| 4. parties' arguments and contentions (Para 15 , 16 , 17 , 19 , 20 , 21 , 22 , 24 , 26) |
| 5. final judgment and conclusion (Para 38) |
Introduction
[1] This is an appeal arising from a dispute over a differential sum allegedly payable under a sale and purchase agreement involving twelve units of properties. The Appellant/Defendant contended that the parties shared a close personal relationship at the material time, within which there arose an oral understanding that the differential sum would be waived. The Respondent/Plaintiff rejected this claim, insisting that no such agreement was reached and that the written terms of the contract are clear, binding, and enforceable. The Sessions Court accepted the Respondent/Plaintiffs position and entered judgment in its favour after full trial. The Appellant now challenges that decision, alleging errors of both law and fact.
The Prevailing Issue
[2] The overriding issue is whether the Respondent/Plaintiff is entitled to the reliefs as prayed for in its Amended Statement of Claim and for this appeal to be dismissed.
The Pertinent Background Facts
[3] The relevant background facts were set out by the learned Sessions Court Judge in the following paragraphs of her grounds of judgment.
[1] The Plaintiff is a company engaged in property development and investment. The Defendant is an individual who entered into twelve (12) Sale and Purchase Agreements (SPAs) with the Plaintiff on March 27, 2015, for the purchase of twelve (12) commercial shop parcels (referred to as "12 Parcels") located in a project known as "Bazar Sentral" on several plots of land in Nilai, Negeri Sembilan. The terms and clauses of the SPAs are identical, except for the purchase prices and specific unit details.
[2] The Defendant is related to the Plaintiff's former directors, Mr Yeoh Thiam Soon (referred to as "SP1" in this matter) and Mr Yeoh Thiam Leong, as their nephew.
[3] The Defendant secured partial financing for the purchase of the 12 Parcels from United Overseas Bank (Malaysia) Bhd (UOB Bank). However, the financing did not cover the entire purchase price, leaving a balance that the Defendant is obligated to pay to the Plaintiff.
...
[5] The commercial shop buildings in the Bazar Sentral Project, including the 12 Parcels, were completed in 2016. Vacant possession of the 12 Parcels has either been handed over to or is deemed to have been handed over to the Defendant.
[6] The keys to the 12 Parcels remain in the possession of the Plaintiff as the Defendant has yet to settle the outstanding amount of RM317,562.28. This amount includes interest, charges, and other costs such as quit rent, assessment tax, and electricity deposit as of December 31,2016 (collectively referred to as "the Outstanding Sum").
The Decision Of The Sessions Court
[4] The Sessions Court found that the Plaintiff had proven its case on a balance of probabilities after full trial (see SL Land Sdn Bhd v. Yeoh Keng Tat [2024] MLRSU 435). That decision was premised of the following reasons.
[5] First, learned Sessions Court Judge rejected the Defendant's evidence that both the Plaintiff and the Defendant had reached some understanding or arrangement with regard to the differential sum. According to the learned Sessions Court Judge, the Defendant's evidence clearly offended the parole evidence rule. The Sessions Court refused to consider any additional terms which were not reduced into writing within the contract (see paragraphs [28] - [34]).
[6] Second, the learned Sessions Court Judge noted that the Plaintiff has denied the alleged agreement of waiving the differential sum. Following the trite principle that a party who alleges must prove it; the findings of the Sessions Court were that the Defendant failed t
