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2021 MarsdenLR 3360
HIGH COURT MALAYA MUAR
LEMBAGA PERINDUSTRIAN KAYU MALAYSIA – Appellant
Versus
TISISIT CORPORATION (M) SDN BHD – Respondent
[Civil Suit No: JB-21NCVC-8-06/2018]
The court upheld that the explicit terms of the tenancy agreement are binding, negating the defendant's claims for extension based on failed compliance with application timelines.
Headnote:(A) Malaysian Timber Industry Board (Incorporation) Act 1973 – Section 3 – Tenancy Agreement – The plaintiff sought possession of a property post-expiration of a tenancy agreement that initially lasted from 1 October 2012 to 30 September 2015 – The defendant's claim for an extension was dismissed as it failed to comply with application timelines stipulated in the tenancy agreement. (Paras 1-9, 12, 24-176)
(B) The interpretation of contractual terms – The court held that both parties are bound by the clear language of the contract and previous negotiations cannot alter its terms – The tenancy was determined under a specific duration with clear rights conferred upon the plaintiff as the registered owner. (Paras 123-173)
Facts of the case: The plaintiff, a statutory body, sought possession of premises after the defendant’s tenancy expired. The defendant claimed the tenancy should last longer based on mutual understanding and submissions to extend the lease.
Findings of Court: The court concluded that the defendant illegally remained post-termination of the tenancy and must vacate the premises.
Issues: The court addressed whether the tenancy agreement provided a binding 3-year term with options for extension, and if the plaintiff had the right to cut utilities.
Ratio Decidendi: The court emphasized that the explicit terms of the tenancy agreement dictate the relationship between parties, and the defendant failed to adhere to its own statutory requirements.
Result: The plaintiff’s claims were upheld; the defendant was ordered to vacate the premises within fourteen days. (Paras 1-9, 10, 12, 24-176)
Key Points: - The tenancy agreement's explicit terms bind the parties and govern extension rights; extension requires written application 3 months before expiry and mutual consent (!) (!) (!) . - The court applies standard contract interpretation principles, emphasizing words over negotiations and the background matrix of fact while respecting the document's natural meaning (!) (!) (!) . - The defendant occupied the premises post-expiry without proper extension and was ordered to vacate; utilities were cut by MTIB, with the court deeming continued occupancy as tenant at sufferance and recognizing the plaintiff's right to recover possession by court process (!) (!) (!) -
What is... the binding effect of the explicit terms of the tenancy agreement on extensions and possession?
What is... the Court's interpretation approach to contract terms when considering 3-year tenancy vs. 6-year extension?
What is... the plaintiff's right to recover possession and cut utilities after expiry, and the illegality of continuing occupancy?
JUDGMENT
Introduction
[1] This is a Writ of Summons by Lembaga Perindustrian Kayu Malaysia (the Malaysian Wood Industries Board) ("MTIB") against the Tsisit Corporation (M) Sdn Bhd ("Tsisit") seeking for the following reliefs:
i. The Defendant ("Tsisit") be order to vacate and hand over vacant possession of the property that is held under the Title PTD 4081 HS(D) 22974, Sri Menanti Sub District, District of Muar, State of Johore to the Plaintiff ("MTIB") within fourteen (14) days from the Order of the Court.
ii. If the Defendant ("Tsisit") failed to vacate and hand over vacant possession of the property that is held under the Title PTD 4081 HS(D) 22974, Sri Menanti Sub District, District of Muar, State of Johore to the Plaintiff ("MTIB") within fourteen (14) days from the Order of the Court, the Court's Bailiff is to enter the said premise and use force to take vacant possession of the said premise.
iii. Cost to be borne by the Defendant ("Tsisit").
iv. Other reliefs that the Court deems fit and just.
[2] The Defendant in their Statement of Defence made a counterclaim as follows:
a. A Declaration that the Notice of Termination and surrender of vacant possession by the Plaintiff dated 31 May 2016 and 25 October 2016 is null, void and of no effect.
b. A Declaration that the Notice to Vacate and hand over Vacant Possession dated 27 March 2017 is null and void.
c. An Order that the Plaintiff is to allow the supply of electricity and water to the said premise with immediate effect.
d. Special Damages amounting to RM1,892,472-25.
e. Interest of 5% per annum for the Special Damages amounting to RM1,892,472-25 from the date of filing of the counter claim to the date of full and final settlement.
f. General Damages to be assessed.
g. Interest of 5% per annum for the General Damages from the date of filing of the counter claim to the date of full and final settlement.
h. Exemplary Damages.
i. Cost.
j. Any other reliefs that the Honourable Court deems fit and just.
[3] The Cause Papers are as follows:
i. Writ of Summons.
ii. Statement of Claim.
iii. Statement of Defence and Counter Claim.
iv. Reply to the Claim.
Background Facts
[4] The Plaintiff ("MTIB") is a body corporate which was incorporated pursuant to s 3, Malaysian Timber Industry Board (Incorporation) Act 1973 (which shall hereinafter be called as "Act 105") and has the functions as enumerated under s 12 Act 105. It has the address for service at 13-17 Floor, Menara PGRM, No 8 Jalan Pudu Ulu, 56100 Cheras, Kuala Lumpur. The Plaintiff has been entrusted by the Government to assist the Bumiputra furniture industry.
[5] The Defendant ("Tsisit") is a company incorporated pursuant to the Companies Act 1965 and has the address for service at No 5 & 7, Jalan Raya 7/3, Kawasan Perindustrian Seri Kembangan, 43300 Seri Kembangan, Selangor Darul Ehsan. One of the Directors of the Defendant (a company) was once appointed as one of the Directors in the Plaintiff (a body corporate). The Defendant was involved in the furniture industry since 1993.
[6] The Plaintiff is the registered owner of the property that is held under the title PTD 4081 HS(D) 22974, Sri Menanti Sub District, District of Muar, State of Johore ("the said premise") and a Temporary Document of Title has been issued in the name of the Plaintiff.
[7] One of the Directors of the Plaintiff, Puan Zaibi Yakin invited the Defendant to bid for the rental of the said premise after the then tenant MIH Wood Industries Sdn Bhd ("MIH") informed the Plaintiff that it is no longer interested in continuing the rent of the said premise. It was alleged that Puan Zaibi suggested that the Defendant takes over the operation of MIH Wood Industries Sdn Bhd ("MIH") and buy the assets of MIH.
[8] On 19 December 2012, the Plaintiff and Defendant entered into a Tenancy Agreement ("the said Agreement") for the rental of the said premise to the Defendant (as the tenant) for a period of 3 years with effect of 1 October 2012 until 30 September 2015
