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2024 MarsdenLR 151
HIGH COURT MALAYA KUALA LUMPUR
SIVA KUMAR JEYAPALAN & ANOR – Appellant
Versus
FIRWAS SDN BHD – Respondent
[Writ Summons No: WA-22NCVC-677-10/2018]
The court ruled that a sham Sale and Purchase Agreement, based on fraud, is void ab initio, and parties cannot enforce agreements tainted by illegality or conspiracy.
Headnote:(A) Contracts Act 1950 - Section 24(c) - Fraud and Conspiracy - The Plaintiffs attempted to enforce a sham Sale and Purchase Agreement (SPA) against the Defendant, despite clear evidence of fraud and the absence of a binding agreement. The Court found that the SPA was illegal and void ab initio due to fraudulent misrepresentation and conspiracy among the Plaintiffs and their agents. (Paras 106-109)
(B) Evidence - Burden of Proof - The Court emphasized that in cases of fraud, the burden of proof is on the Plaintiffs to establish their claims, which they failed to do. The Court took judicial notice of the illegality of the actions of the Plaintiffs and their agents. (Paras 95-96)
(C) Fiduciary Duty - Breach of Fiduciary Duty - The Defendant's agents, Thevan and Usha, breached their fiduciary duties by acting against the Defendant's interests and engaging in fraudulent activities. (Paras 118-122)
Facts of the case:
The Defendant-vendor was falsely accused by the Plaintiffs of breaching a sale agreement for a property they never agreed to sell. The Plaintiffs, along with fraudulent agents, concocted a scheme to claim damages for a non-existent agreement. (Paras 1-12)
Findings of Court:
The Court found that the Plaintiffs had committed fraud, and their claims were dismissed. The Defendant was awarded damages for the wrongful lodgment of a caveat by the Plaintiffs. (Paras 107-110)
Issues: Whether the Plaintiffs had a legitimate claim against the Defendant and whether the Defendant was bound by the alleged SPA. (Paras 91-92)
Ratio Decidendi: The Court ruled that the SPA was void due to fraud and that the Plaintiffs had no standing to enforce it. The Defendant's rights to sell the property were upheld. (Paras 108-109)
Result: Plaintiffs' claims dismissed; Defendant awarded damages. (Paras 141-142)
JUDGMENT
A. Foreword
[1] The case before this Court was a patently and obviously a fraudulent and sham claim by fraudulent personas who by their concerted deceit and outright lies maliciously attempted to force the Defendant-vendor to conform and abide by a fraudulent Draft Sale and Purchase Agreement (which at all times was never signed and in fact had been clearly rejected by the Defendant-vendor). The fraud was concocted by the Plaintiffs themselves together with another fraudulent property agent and a fraudulent interloper within the legal fraternity who was unlawfully holding herself out as a qualified person (and lawyer) despite having proven to have forged her qualifications before the Malaysian Bar Council. The sheer magnitude of falsity emanating from this sham claim was overtly astounding to the grave extent that this Court must remark its disdain and chagrin to the callous and brazen deceit that the Plaintiffs and its cohorts have tried to delude this Court to believe.
[2] The core facts of the sham claim were simple. The Defendant-company was the owner and vendor of a large piece of land. The Defendant-company was desirous to sell the piece of land. The Plaintiffs were the failed prospect who was unable to conclude an agreement with the Defendant to purchase the piece of land. Prior to negotiations, the Plaintiffs have allegedly demonstrated their commitment by paying an earnest deposit to the fraudulent property agent to the amount of RM1.2 million. It remains undisputed that this earnest deposit had never been remitted nor paid to the Defendant-vendor and had always remained in the possession of the fraudulent property agent.
[3] A temporary receipt for the earnest deposit was signed although clearly subject to continued negotiations for terms and final agreement. It was clearly mentioned and discussed that the purchase price for the property was RM60,000,000.00. The temporary receipt stipulated that the purchase price was for RM40,000,000.00 (to be paid in 2 tranches) while a contemporaneous signed Letter of Undertaking by the fraudulent property agent had admitted that the final 3rd tranche RM20,000,000.00 shall be paid simultaneously with the 2nd tranche of the RM40,000,000.00 under the temporary receipt.
[4] The reasons the negotiations were aborted were inter alia plainly that:
a. The Defendant rejected all the Draft SPAs drafted by the fraudulent lawyer as the Draft SPAs did not clearly reflect the RM60,000,00.00 purchase price that was preliminarily negotiated upon;
b. The Defendant rejected all the Draft SPAs considering the conspicuous and dubious manner the fraudulent lawyer and fraudulent property agent was insistent that the Draft SPAs to only reflect the price of RM40,000,000.00;
c. The Defendant rejected all the Draft SPAs in fear of being held accountable to collude in a tax evasion scheme for understating the true purchase price of RM60,000,000.00 within the Draft SPA itself;
d. The Defendant rejected all the Draft SPAs as it was never agreed that the final 3rd tranche of the RM60,000,000.00 be satisfied via transfer of some properties of equal value. Instead the Defendant had at all times insisted that all the RM60,000,000.00 shall be paid by liquid means.
[5] The breakdown and failure of negotiations were plain and obvious. Apart from the clear failure of negotiations, the rejection and abortion of negotiations was clearly recorded and communicated to the fraudulent property agent and the fraudulent lawyer. In fact, the fraudulent lawyer and the fraudulent property agent had by their own written words acknowledged and admitted that either the negotiations had not reached any conclusion or that the negotiation was outright aborted and rejected. There was a barrage of documentary evidence to prove all of these facts both from the Defendant and the Plaintiffs themselves.
[6] Due to the failed negotiations with the Plaintiffs, the Defendant was well within its rights to deal with the land and sub
