A party to a contract may terminate the agreement if the other party fails to perform essential obligations within the stipulated timeframe, as time is of the essence in contracts.

JUDGMENT

Quay Chew Soon J:

Introduction

[1] The Plaintiff ("P") is the owner of a piece of land situated at Tempat Teluk Kumbar, Daerah Barat Daya, Negeri Pulau Pinang ("land"). P had entered into a joint venture with the 1st Defendant ("D1") to develop the land into residential units ("project").

[2] In connection with the joint venture, the following agreements (collectively the "contracts") were executed:

(a) a Joint Venture Agreement dated 28 July 2015 between P (as landowner) and D1 (as developer) ("JV Agreement");

(b) a Power of Attorney dated 28 July 2015 granted by P to D1 ("Power of Attorney");

(c) a Manager Agreement dated 9 December 2016 ("Manager Agreement") between P (as landowner) and D1 (as developer) and the 2nd Defendant ("D2") (as manager). (D1 and D2 are collectively referred to as the "Defendants"); and

(d) a Supplemental Agreement dated 10 October 2018 between P and D1 ("Supplemental Agreement").

[3] This action is brought by P against the Defendants to terminate the aforesaid contracts.?

[4] The 3rd Defendant was previously the solicitors for the Defendants. The 3rd Defendant was included in this suit for the sole reason that the original title of the land and a deposit sum were held by the 3rd Defendant as a stakeholder. The claim against the 3rd Defendant was discontinued on 28 March 2023. The original title of the land and the deposit are now held by the current solicitors of the Defendants, Messrs Ezrilaw Firm, as a stakeholder.

[5] After a full trial, I allowed P's claim. Here are the grounds of my judgment.

Background Facts

[6] The land is currently and was at all material times occupied by squatters. P has no heir and has always been sought out by the squatters to settle their 'squatter' issue. P usually seeks assistance from Dato' Muhammad Idiris bin Saleh, PW-6 ("Idiris"). At the material time, Idiris was the chairman of a local mosque named Masjid Maqbul, Teluk Kumbar.

[7] P had informed Idiris that she intends to give (waqaf) the land to Masjid Maqbul. To which Idiris informed that since the land is occupied by squatters, the waqaf is not beneficial to the mosque. However, should P develop the land, then the mosque and P could benefit from the development. P was then told by Idiris that D1 is interested in developing the land. P, being an old lady with a low education background, nominated Idiris as her representative in relation to the project.

[8] D1 was represented by Encik Mohd Fahmy bin Ismail, PW-11 ("Fahmy"), who was the Chief Executive Officer of D1 at that time. D1 through Fahmy sent a letter dated 1 July 2015 to Idiris (as P's representative), outlining the proposed development of the land and the solution with respect to the squatters. The solution proposed is to purchase another piece of land ("substitute land for squatters"), to relocate the squatters from the land.

[9] Fahmy introduced P and Idiris to one Mr Loo ("Loo"). At that time, Loo's full name was unknown to P. Loo is the Chief Operating Officer of the Defendants. He was the sole witness for the Defendants at the trial.

[10] According to P, she never received the security deposit of RM570,000.00 as mentioned in the aforementioned letter dated 1 July 2015. The said sum was subsequently referred to as a 'refundable deposit' in cl 3.1(i) of the JV Agreement.

[11] D1 advised P to appoint a manager, i.e D2, for the purchase of the substitute land for squatters. The manager would also manage P's finances. This led to the execution of the Manager Agreement on 9 December 2016.

[12] Under the Manager Agreement, D2 was appointed by P as her sole agent to manage the project. The proceeds from the sales of the project that belongs to P are to be paid directly into the manager's bank account. According to cl 4.2 of the Manager Agreement, D2 will manage the said proceeds. This will include the purchase of the substitute land for squatters and the appointment of lawyer for eviction of the squatters.

[13] A Consultant Agreement was also signed between D1 (as