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2021 MarsdenLR 1147
HIGH COURT SABAH & SARAWAK KOTA KINABALU
HOTEL JAGOKOTA (LAHAD DATU) SDN BHD – Appellant
Versus
GOLDEN PALMS HOTEL SDN BHD – Respondent
[Civil Appeal No: BKI-12BNCvC-8/8-2019]
The appellate court confirmed the Defendant's liability for unpaid purchase price and interest under the Sale and Purchase Agreement, emphasizing the importance of acknowledging judicial admissions.
Headnote:(A) Sale and Purchase Agreement – Clause 3(d) – Claim for balance of purchase price and late payment interest – Appellant claimed RM30,840.20 outstanding and RM143,734.94 interest – The court found lack of evidence from Plaintiff to substantiate claims, and trial judge erred by failing to address key issues, leading to an erroneous dismissal of the Plaintiff's case. (Paras 10, 11, 44)
(B) Appellate Intervention – Jurisdiction of appellate court to intervene established where lower court's findings are plainly wrong or misunderstood crucial issues – The appellate court intervened due to lower court's failure to assess agreed facts and admissions determining the outcome. (Paras 38, 41)
Facts of the case: The Plaintiff claimed for unpaid purchase price and interest from Defendant under a Sale and Purchase Agreement dated 1 July 2016. The Defendant had admitted making partial payment totaling RM8,369,160.00.
Findings of Court: The court established that the Defendant had not paid in full, confirming that the claimed shortfall of RM30,840.20 and interest was valid.
Issues: Did the Defendant pay the full purchase price? Is the Plaintiff entitled to interest on the outstanding amount?
Ratio Decidendi: The Appellate Court found that the prior agreement acknowledged the shortfall and concluded that evidence presented substantiated Appellant's claim for payment of the balance and interest.
Result: Appeal allowed with costs.
JUDGMENT
Introduction
[1] This is an appeal against the whole decision of the Sessions Court given on the 16 August 2019 after full trial which dismissed the Appellant's claim with costs.
[2] The Appellant's pleaded claims are for the sum of RM30,840.20 or any part thereof being the shortfall of the balance of the purchase price for sale of a hotel and the sum of RM143,734.94 as at 21 September 2018 (and continuing) being late payment interest at the rate of four (4%) per annum as per cl 3(d) of the Sale and Purchase Agreement (pp 1-9 of ROA).
[3] The Respondent/Defendant in the Statement of Defence plead that the Defendant had obtained a loan from its bank financier Public Bank Berhad to pay the balance purchase and the Redemption Sum which was RM7,387,000.00.
[4] The balance purchase price and/or full payment after deduction by the financier's solicitors in the sum of RM3,135,267.62 has since be released to the Plaintiff's solicitor Messrs Salina Fadzil & Co, Advocates and Solicitors on 24 March 2017 (p 106 ROA) which was also the date of vacant possession given to the Defendant pursuant to the Agreement.
[5] At the trial, both party produced one witness each. Upon conclusion, the learned Sessions Court Judge ("SCJ") found in favour of the Defendant and her reasons are contained in her grounds of Judgment ("GOJ") as appearing at pp 1 to 11 of Supplementary Record of Appeal ("SRA").
Statement Of Agreed Facts
[6] By a Statement of Agreed Facts at Bundle C (pp 74-77 of ROA), the parties agreed as follows:
1. The Plaintiff was and is at all material times a company incorporated in Malaysia under the Companies Act 1965 and having its registered address at MDLD 2713, Jalan Panji, PO Box 60052, 91110 Lahad Datu, Sabah, Malaysia.
2. The Defendant was and is at all material times a company incorporated in Malaysia under the Companies Act 1965 and having its address at Block A8, 2nd Floor, Grand Plaza Putatan, 88200 Putatan, Sabah, Malaysia.
3. The Plaintiff was at the material time the registered and beneficial owner of 3 parcels of land held under TL117506420, TL117509458 and TL117508657 in the District of Lahad Datu, Sabah together with 2 blocks of 8-storey hotel building erected thereon known as Hotel Jagokota ("the said Hotel").
4. By a Sale and Purchase Agreement in writing dated 1 July 2016 ("the said Agreement"), the Plaintiff as Vendor sold and the Defendant as purchaser purchased the said Hotel from the Plaintiff for the sum of RM8,400,000.00 subject to the terms and conditions therein contained.
5. The terms and conditions of the said Agreement, amongst others, provide:
(3) The purchase price shall be paid by the Defendant to the Plaintiff in the manner and times as follows:
(a) Upon the signing, the Defendant shall pay the sum of RM840,000.00 being deposit and part payment of the purchase price;
(b) the balance of the purchase price in the sum of RM7,560,000.00 shall be paid within three (3) months from the date of the said Agreement or upon release of a loan from a bank or financial institution whichever is the earlier ("the completion date");
(c) Notwithstanding that the Defendant may require a loan from a bank or financial institution to settle the balance of the purchase price or any part thereof, the Defendant shall remain personally bound to pay the same;
(d) In the event that the Defendant shall fail to pay the purchase price on the completion date, the Plaintiff shall automatically grant to the Defendant a further extension of one (1) month from the completion date ("the extended completion date") to pay the purchase price, provided that interest shall be payable by the Defendant to the Plaintiff on the amount outstanding calculated at the rate of four (4) percent (4%) per annum from the expiry of the completion date until such time the purchase price is received by the Plaintiff within the extended completion date to be calculated on daily basis;
(e) The Plaintiff shall deliver full vacant possession of the said H
