2019 MarsdenLR 2908
HIGH COURT MALAYA SHAH ALAM
WONG KIAT BEE & ANOR – Appellant
Versus
CHIN CHEE KEONG – Respondent
[Suit No: 22NCVC-537-10/2018]
Important Points
Subject
Civil - Contract Law
Headnote
| Table of Content |
|---|
| 1. summary of the breach of contract claim. (Para 1 , 2) |
| 2. key issues for determination. (Para 3) |
| 3. burden of proof lies with the plaintiffs. (Para 4 , 5 , 6) |
| 4. credibility and evaluation of testimony. (Para 8 , 9 , 10 , 11 , 12 , 13) |
| 5. credibility of evidence weighs against plaintiffs. (Para 16 , 29) |
| 6. plaintiffs failed to meet burden of proof. (Para 30) |
| 7. final ruling and dismissal of the claim. (Para 32) |
[1] This is an action that proceeded to trial on a claim by the Plaintiff for breach of a Share Sale Agreement ('SSA') by the Defendant ('D') by reason of alleged non-payment by him of the balance purchase price for 5000 units of shares in the Plaintiff's company in the sum of RM2.5 million owed to the Plaintiffs.
Factual Background Of Claim
[2] The salient facts leading to the present claim are well set out in the Defendant's Submission as follows:
"Sometime in 2010, the Defendant got acquainted with the First Plaintiff's father by the name of Wong Boon Chuan ('WBC') who invited the Defendant to venture into property development of a piece of land in Rawang.
D agreed to the idea. So WBC formed a company called Lagendview Housing Development Sdn Bhd ('the Company') to sign the Development Agreement with the landowners. Since WBC was a bankrupt he could not use his name to register the Company so he nominated his daughter, the First Plaintiff (P1), and the Second Plaintiff (P2) as shareholders and directors of the company with a paid-up capital of RM10,000.00. Each of them held 5,000 ordinary shares in the Company.
WBC invited D to take up 50% of the share capital of the Company at a price which forms the subject matter of dispute in this suit. D said the total price consideration was RM550,000.00 whereas the Plaintiffs insisted it was RM2,500,000.00
There was a little confusion as to the total number of shares which forms 50% of the shares equity in the Company mainly due to an inadvertent error in D's witness statement. However, the undisputed evidence that emerged at the trial shows that the plaintiffs sold and transferred 2,500 shares to D totalling 5,000 shares.
The negotiation for the sale of the shares to D involved only WBC and D. However, the Plaintiffs for reasons only known to themselves did not call WBC as a witness.
The sale and transfer of the 5,000 shares took place sometime in November, 2012. D paid the Plaintiffs a total of RM550,000.00 to be shared equally between them each receiving RM275,000. The 5000 shares were registered in D's name shortly after the stamping of the transfer forms which took place on 28 November 2012.
By a written agreement dated 1 March 2013, the Plaintiffs together with D sold 50% of their shareholdings in the Company, ie, 1,250 shares each of the Plaintiffs and 2,500 shares of D, to a company called Famous Villa Development Sdn Bhd ('Famous Villa') at the total consideration of RM2,500,000.00.
The date of the agreement was disputed due to a typo graphical error on para 2 of the Defence which wrongly stated it as 1 February 1013. D's counsel made an oral application to amend the date but P's counsel objected partially to the application in that the year was allowed to be amended from 1013 to 2013. As for date which D wanted to amend it from '1 February 2013' to '1 March 2013', the Court eventually ruled that the matter be left to submissions.
After the sale of the 5,000 shares from the Plaintiffs to D in November, 2012 and subsequently the sale of 5,000 shares from the Plaintiffs and D to Famous Villa in March, 2013 nothing happened for almost 3 years until February, 2016 when the Plaintiffs alleged to have instructed their lawyer to demand for payment of the balance of the consideration amounting to RM1,950,000.00 from D.
D disputed the Plaintiffs' claim stating instead that the total consideration was RM550,000.00 and it had been fully settled in November, 2012."
Issues For Determination
[3] There is only one core issue for the Court to determine that would decide the outcome of t