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2021 MarsdenLR 2945
HIGH COURT MALAYA KUALA LUMPUR
CHUA BOON HOCK & ORS – Appellant
Versus
YEOW LEE DEVELOPMENT SDN BHD – Respondent
[Civil Suit No: WA-22NCvC-200-04/2020]
A specific performance claim is invalid if the agreement has been legally terminated, and all joint purchasers must be involved in the action.
Headnote:(A) Specific Relief Act 1950 – Application for specific performance – Plaintiffs, being part of joint purchasers, filed for specific performance of terminated sale agreements against the Defendant. The Court found that the agreements were unequivocally terminated and thus, the Plaintiffs lacked locus standi to initiate the action without the participation of all co-purchasers as held in Yong Lai Ling case. (Paras 72, 73)
(B) The Court ruled that the presence of a consent order and the nature of termination of agreements led to claims being unsustainable. (Paras 10, 36)
Facts of the case: The Plaintiffs sought specific performance of sale agreements for two properties, arguing the agreements were not effectively terminated and they had rights in the properties. (Paras 7, 36)
Findings of Court: The Court found that the sale agreements were terminated and the Plaintiffs had no valid claim without including all co-purchasers. (Paras 46, 76)
Issues: The key issues included the validity of termination of the sale agreements and the locus standi of the Plaintiffs in filing the suit without the other co-purchasers. (Paras 10, 72)
Ratio Decidendi: The court held that a specific performance claim cannot proceed where an agreement has been lawfully terminated, and all co-purchasers must be parties to any claim for specific performance of joint agreements. (Paras 66, 72)
Result: The Plaintiffs' claims were struck out with costs. (Paras 10, 79)
JUDGMENT
(Enclosure 7 - Striking Out Application Wed By The Defendant)
Introduction
[1] The Plaintiffs are 3 out of 5 of the collective Purchasers under the following Sate and Purchase Agreements respectively:
a) Sate and Purchase Agreement dated 24 February 2016 ("SPA Lot 4562") for a piece of land known as Pajakan Mukim 240, Lot 4562, Mukim Hulu Langat, Kampung Sungai Tekali, Daerah Hulu Langat, Negeri Selangor ("Lot 4562") for a sum of RM1.5 million ("Lot 4562's Purchase Price"); and
b) Sale and Purchase Agreement dated 29 June 2016 ("SPA Lot 1448") for half (1/2) share of a piece of land known as Geran 27808, Lot 1448, Mukim dan Daerah Ulu Langat ("Lot 1448") at the price of RM3.0 million ("Lot 1448's Purchase Price").
[2] The said SPA Lot 4562 and SPA Lot 1448 were both respectively purchased by 5 purchasers jointly, namely, the Plaintiffs and the other 2 co-purchasers, Soo Teck Lee ("STL") and Lim Siew Kien ("LSK") (collectively, 'the Purchasers'). The Vendor for both these 2 pieces of land was the Defendant. STL and LSK did not involve themselves in the filing of this action against the Defendant. Neither were them made the co- defendants in this case. Lot 4562's Purchase Price and Lot 1448's Purchase Price were later paid by the Purchasers.
Lot 4562
[3] On or about October 2017, the Purchasers and the Defendant reached an agreement where the Purchasers would return the title of Lot 4562 to the Defendant and the Defendant to return Lot 4562's Purchase Price to the Purchasers.
[4] On 16 October 2017, the Purchasers issued the following 2 letters vide Messrs Lee & Lim:
a) A cover letter which enclosed and returned inter alia the Issue Document of Title of Lot 4562 to the Defendant;
b) A letter entitled "Termination of Sale" in relation to Lot 4562.
[5] Lot 4562 later formed part of the subject matter of another suit under Kuala Lumpur High Court Suit No WA-22NCvC-122-03/2018 ("Suit 122"). In Suit 122, based on a Consent Order dated 13 June 2018, the Defendant has been ordered to transfer Lot 4562 to Ang Kim Kok and Chong Kuen Yin or their nominee.
Lot 1448
[6] In view of the existence of a registrar caveat and a private caveat over Lot 1448, the Purchasers and the Vendor had agreed to terminate SPA Lot 1448 in early 2018 and that Lot 1448's Purchase Price must be returned to the Purchasers.
[7] Due to the Defendant's failure to return Lot 4562's Purchase Price and Lot 1448's Purchase Price, the Plaintiffs accordingly initiated this action for specific performance of both sale and purchase agreements against the Defendant in order to obtain the titles to both lands.
[8] In the Statements of Claim, the Plaintiffs claimed for the following:
"31.1 Berkenaan dengan Hartanah 4562 tersebut:
a) Suatu deklarasi bahawa Perjanjian Jualbeli 4562 tersebut adalah sah;
b) Suatu perintah perlaksanaan spesifik Perjanjian Jualbeli 4562 tersebut terhadap Defendan;
c) Suatu perintah injunksi mengarahkan Defendan dan/atau pengarah-pengarah Defendan untuk menandatangani segala dokumen bagi membolehkan pindah milik Hartanah 4562 tersebut dilaksanakan dengan sempurnanya kepada atas nama Pembeli
31.2 Berkenaan dengan Hartanah 1448 tersebut:
a) Suatu deklarasi bahawa Perjanjian Jualbeli 1448 tersebut adalah sah;
b) Suatu perintah perlaksanaan spesifik Perjanjian Jualbeli 1448 tersebut terhadap Defendan;
c) Suatu perintah injunksi mengarahkan Defendan dan/atau pengarah-pengarah Defendan untuk menandatangani segala dokumen bagi membolehkan pindah milik Hartanah 1448 tersebut dilaksanakan dengan sempurnanya kepada atas nama Pembeli."
[9] The Defendant then filed encl 7 to strike out the Plaintiffs' Statements of Claim.
[10] At the conclusion of the submission, I find in favour of the Defendant that the Plaintiffs' claims are unsustainable. Hence, 1 struck out the Statements of Claim and dismissed the Plaintiff's claims with costs.
[11] Dissatisfied with my decision above said, the Plaintiff appealed. I allowed the Defendant's application t
