Claims for liquidated damages are unsustainable if the plaintiffs accepted possession within the agreed delivery timeline, and piercing the corporate veil requires specific allegations of fraud or improper conduct.

Roz Mawar Rozain J:

[1] There are three cases before this case with two common defendants. There are Civil Suit No: WA-22NCvC-734-12/2022 where Marcus Lee Wyy Keat & 79 Others sued the two defendants (Suit 734), Civil Suit No: WA-22NCvC-587-10/2023 where Tan Tsui Wan & Another are the Plaintiffs (Suit 587), and Civil Suit No: WA-22NCvC-85-02/2024 where Wong Kiat Leong & Another (Suit 85). This Court has scheduled the trials to be heard jointly. Common senior counsels represent the parties respectively.

[2] This Court heard oral arguments by counsels for Suit 734. They were for the 2nd Defendant's application to strike out the Plaintiffs' claim against it, and the 1st Defendant's application to strike out the Plaintiffs' claim for the payment of liquidated ascertained damages (LAD). The counsels affirm that the same submissions apply for their respective applications to strike out in Suit 587 and Suit 85.

Factual Matrix

[3] Before going into this Court's assessment of the applications, the factual matrix of the case(s) are as follows:

(a) The Plaintiffs entered into SPAs with the 1st Defendant for the purchase of apartment units at Eclipse Residence.

(b) Clause 25(1) of the SPA expressly stipulates that the vacant possession shall be delivered within forty-eight (48) months, instead of the standard thirty-six (36) months prescribed under Schedule H of the Housing Development (Control and Licensing) Regulations 1989 (HDR 1989).

(c) The Controller of Housing, by letter dated 16 December 2013, granted an EOT extending the delivery period from 36 months to 48 months.

(d) The Plaintiffs now challenge this extension, asserting that they were unaware of the extension of time (EOT) and claim for the payment of the LAD for late delivery.

(e) The 1st Defendant submitted that the Plaintiffs were fully aware of the extended timeline, as it was expressly incorporated into the SPA, which they voluntarily signed.

(f) Vacant possession was delivered to all Plaintiffs within the stipulated 48-month period as per the SPA. The earliest units were delivered on 21 September 2017, while the latest deliveries took place on 16 November 2017, all well within the agreed contractual timeline.

(g) Despite having accepted vacant possession of the respective units without any protest or challenge at the material time, the Plaintiffs only decided to claim LAD for late delivery much later, filing the present suit in December 2022, more than five years after receiving vacant possession.

The 2nd Defendant's Application To Strike Out The Plaintiffs' Claim

[4] The 2nd Defendant's cited O 18 r 19(1)(a) of the Rules of Court 2012 (RoC) on the ground that the Plaintiffs' claim is unsustainable and discloses no reasonable cause of action against the 2nd Defendant.

[5] The units of Eclipse Residence that the Plaintiffs purchased, is housing development project undertaken by the 1st Defendant, a wholly owned subsidiary of the 2nd Defendant. The Plaintiffs allege that the 2nd Defendant should be held liable for various breaches of contract and regulatory obligations of the 1st Defendant under the doctrine of lifting the corporate veil.

Issues For Determination

[6] The primary issue before this Court is whether the Plaintiffs' pleaded case against the 2nd Defendant discloses a reasonable cause of action warranting a full trial, or whether it should be struck out at this stage under O 18 r 19(1)(a) RoC.

[7] The specific sub-issues for determination are:

(a) whether the Plaintiffs' claim against the 2nd Defendant is unsustainable on its face;

(b) whether the Plaintiffs have sufficiently pleaded grounds for piercing the corporate veil.

The Law On Striking Out

[8] The threshold for striking out a claim under O 18 r 19(1)(a) RoC is well established. The Court will only exercise this power in plain and obvious cases, as reiterated by our Federal Court in Bandar Builder Sdn Bhd & Ors v. United Malayan Banking Corporation Bhd 1993 MarsdenLR 99 ; ; ; [1993] 2 AMR 1969, where it was held tha