The court ruled that there was no fraudulent misrepresentation or breach of fiduciary duty by the defendants, dismissing the plaintiff's claims.

JUDGMENT

Quay Chew Soon JC:

Introduction

[1] This trial concerns only the 1st to 4th Defendants (collectively the "Defendants") as the Plaintiff's ("P") action against the 5th to 11th Defendants had been struck out. After a full trial, I dismissed P's suit against the Defendants. These are the grounds of my judgment.

Parties

[2] P, which is in the business of property development, wished to acquire the Land (defined below) for development purposes. PW2 is a director, major shareholder and the Executive Chairman of P. PW3 is the General Manager of P. PW4 is a partner of the law firm Messrs Arizal Jailani & Co ("AJC"). AJC were the solicitors representing P in the SPA (defined below).

[3] The 4th Defendant ("D4") was a director of the 1st Defendant ("D1"). D4 resigned as director and thereafter held the position as General Manager of D1. The 3rd Defendant ("D3") is the Managing Partner of the 2nd Defendant law firm ("D2"). D2 were the solicitors representing D1 in the SPA.

Background

[4] This suit concerns P's unsuccessful purchase of a land in Old Klang Road held under Geran 4503, Lot 3910, Mukim Kuala Lumpur measuring approximately 60,321.48 metres ("Land"). The registered proprietors of the Land ("Land Owners") are:

(a) Low Hock Key and Low Hock Tuck (as administrators for the estate of Low Moh) ("Owner 1") - ½ undivided share;

(b) Lim Tiong Tian ("Owner 2") - 1/6 undivided share;

(c) Lim Cheong Leong (as executor) ("Owner 3") - 1/6 undivided share; and

(d) Hong Kong & Shanghai Bank (Malaysia) Trustee Bhd (as trustee) - 1/6 undivided share.

[5] P had come to know about the Land from D3. At that time, D3 was acting for Owner 1. D3 had introduced the Land to PW3. Thereafter, PW2 was interested in purchasing the Land. Initially, the plan was to purchase the Land through a company named Peak Ville Development Sdn Bhd ("PeakVille"). However by way of a letter dated 22 December 2011, PeakVille informed D2 that the purchaser of the Land will not be PeakVille but P instead. In that letter, PeakVille notified D2 that all payments made by PeakVille as earnest deposit towards the purchase of the Land will now be regarded as payments made by P.

[6] A sale and purchase agreement dated 22 December 2011 ("SPA") was entered into between P and D1 in relation to the purchase of the Land ("Transaction"). Prior to the SPA, PeakVille had made the following payments to D2 as earnest deposit towards the purchase of the Land.

[7] Subsequent to the SPA, P made further deposit payments to D2 as follows:

[8] At a meeting on 19 June 2012, PW2 informed D3 that P does not wish to proceed with the Transaction as the issues with the Land Owners have yet to be settled. In an email dated 20 June 2012 to D3, it was said that PW2 has "suffered enough opportunity costs" as the Deposit has been tied up for approximately 2 years, when "it could have been invested in alternative projects". Thereafter, P terminated the SPA vide its letter dated 19 July 2012.

[9] By way of a letter dated 23 July 2013, a settlement was entered into between P and D1 ("Settlement Agreement"). Pursuant to the Settlement Agreement, P requested D1 to refund the Deposit within 1 month, failing which P will be allowed to withdraw its earlier termination of the SPA and assign its rights under the SPA to an unrelated third party. In a letter dated 23 August 2013, D1 replied that it will not refund the Deposit and therefore the SPA is to be treated as revived. D1 demanded payment of a sum of RM6,093,252 within 7 days (pursuant to cl 2.1 (i) of the SPA).

[10] In a letter dated 24 August 2013 to D2, AJC confirmed that P's earlier termination of the SPA is now withdrawn. And that P will assign its rights and interests in the SPA to an unrelated third party nominated by it. The nomination of said third party was subsequently confirmed by P vide a letter dated 11 September 2013 to D1. The nominated third party was a company named Utusan Mewah Sdn Bhd ("New Purchaser"). In an email dated 26 September 2013 to D3, PW4 s