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2018 MarsdenLR 1415
HIGH COURT MALAYA KUALA LUMPUR
LIM MEOW KHEAN & ORS – Appellant
Versus
PAKATAN MAWAR (M) SDN BHD & ORS – Respondent
[Originating Summons No: WA-24NCC-313-06/2018]
Only purchasers who have fulfilled their payment obligations can claim beneficial ownership of property under sale and purchase agreements, and contracts become void if performance is impossible due to winding up.
Headnote:The Plaintiffs sought various orders against the Defendants, including declarations and injunctions related to their alleged rights in properties. Dismissing the Originating Summons, the Court examined issues of beneficial ownership, breach of sale agreements, and unjust enrichment, concluding that only those who settled full purchase prices had beneficial interests. The Plaintiffs lacked standing due to contractual limitations and the impossibility of performance following the winding up of the developer. The sale agreements were found void, and restitution was denied due to existing contractual remedies. The Court held: "The sale and purchase agreements have been terminated and it cannot be said that the Plaintiffs are lawful purchasers of the plots they had contracted to purchase."
| Table of Content |
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| 1. originating summons serves to seek various legal declarations and injunctions. (Para 1 , 2) |
| 2. salient background facts related to the plaintiffs' purchase. (Para 3 , 5 , 6) |
| 3. plaintiffs claim ownership under sales agreements for properties. (Para 4 , 21) |
| 4. the basis for plaintiffs' claims against the defendants. (Para 20 , 60) |
| 5. determination on the rights of the plaintiffs due to assignment. (Para 22 , 23 , 31) |
| 6. plaintiffs who have assigned rights lack standing to sue. (Para 25 , 30) |
| 7. implications of unjust enrichment and breach of contract. (Para 41) |
| 8. final ruling on the invalidity of the claims. (Para 59) |
[1] This is an Originating Summons by the Plaintiffs seeking, inter alia, various orders against the Defendants or some of them. I have dismissed the Originating Summons ("OS"). These are the full reasons for my decision.
Introduction
[2] This Originating Summons is an application by the Plaintiffs seeking, inter alia, the following orders:
a) A declaration that the Plaintiffs are the lawful purchasers of their respective Industrial Lots which were built on the land held under Plots No T019, T006, T234, T240, T146, T147, T170, T171, T172, T173, T174, T272, T164, T024, T073, T199, TB064, TB065, TB073, TB009, T025, T026, TA048, TA050, TA233, TA052, T003, TB074, TB066, Mukim of Bukit Katil, District of Melaka Central and State of Melaka pursuant to the Sale and Purchase Agreements entered with the Plaintiffs and 1st Defendant, particulars are as set out in Schedule 1 herein (collectively "the said Properties");
b) A declaration that 1st Defendant and/or its Liquidators have breached their undertaking provided to the Plaintiffs, the 2nd, 3rd, 4th, 5th and 6th Defendants and/or the Deed of Assignments, particulars are as set out in Schedule 1 herein in failing, refusing and/or neglecting to deliver to the Plaintiffs or their solicitors valid and registrable Memorandums of Transfer and the individual Titles to the said Properties fee from encumbrances as and when they are issued by the relevant authorities, and to refund all monies released by the Plaintiffs and/or 2nd, 3rd, 4th, 5th and 6th Defendants to the 1st Defendant in the event that:
(i) Memorandum of Transfer in favour of the Plaintiffs and the Loan Agreement cum Deed of Assignment in their favour are not registered for any reason whatsoever;
(ii) The Certificate of Fitness for Occupation in respect of the Properties is not issued by the appropriate authorities; and
(iii) Non-completion of the building on which the Properties to be erected are not completed within a reasonable time as stipulated in the Sale & Purchase Agreement.
c) A declaration that by disposing the said Properties without redeeming the same from the 2nd, 3rd, 4th, 5th and 6th Defendants, as the case may be, the 1st Defendant and/or its Liquidators, and/or the 2nd Defendant as bridging financier have unjustly enriched themselves at the expense of the Plaintiffs;
d) A mandatory injunction to compel the 1st Defendant through the Liquidators, that within 7 days from the date of this order, the 1st Defendant shall take the necessary steps to reassign the rights, benefits and title in the Properties to the Plaintiffs, the 2nd, 3rd, 4th, 5th and 6th Defendants, as the case maybe in relation to the Sale and Purchase Agreement between the Plaintiffs and 1st Defendant;
e) Further and/or in the alternative, an Order that the Defendants and/or its Liquidators do refund and/or restitute the Plaintiffs and/or the 2nd, 3rd, 4th, 5th and 6th Defendants, for all purchase price and/or monies released by the Plaintiffs and/or the 2nd, 3rd, 4th, 5th and 6th Defendants to the 1st Defendant to be assessed by the Senior Assistant Registrar;
f) Interest thereon at the rate of 5% per annum for all respectively sums from 2 March 1996 or any other date until full settlement;
g) Costs; and
h) All further and other reliefs that this Honourable Court may deem fit to grant.
Salient Background Facts
[3] The Plaintiffs were the
