The Settlement Agreement is irrevocable and binding, and the unilateral termination by the Father is invalid due to non-fundamental breach by the Plaintiff.

JUDGMENT

Quay Chew Soon J:

Introduction

[1] This is a dispute between family members over a Deed of Family Arrangement and Settlement Agreement dated 24 August 2017 ("Settlement Agreement"). The Settlement Agreement was entered into by a father, his two sons and his grandson. The father in question is the 1st Defendant ("Father"). His two sons are the Plaintiff ("P") and the 2nd Defendant ("D2"). P is the elder brother of D2. The grandson in question is the 3rd Defendant ("Nephew"). He is the nephew of P, the son of D2 and the grandson of the 1st Defendant.

[2] The Settlement Agreement was terminated by the Father via his solicitors' letter dated 23 November 2017. P commenced this action to declare such termination void, and to seek specific performance of the Settlement Agreement. By way of a counterclaim against P, the Father seeks restitution of the RM2.65 million which he had paid to P under the Settlement Agreement. The Nephew also filed a counterclaim against all the other parties to the Settlement Agreement, seeking for a declaration that the Settlement Agreement is void and for it to be set aside.

[3] After a full trial, I allowed P's claim. I dismissed the counterclaims of both the Father and the Nephew. Here are the grounds of my judgment.

Background Facts

[4] The late Madam Meenachi a/p Muthiah Chettiar ("Mother") is:- (a) the wife of the 1st Defendant; (b) the mother of P and D2; and (c) the grandmother of the 3rd Defendant. The Mother executed her Last Will and Testament on 8 September 2015 ("Will"), before she passed away on 27 December 2015. By the Will, the Mother appointed her two sons, ie P and D2, as the executors of her estate. The estate of the Mother comprised various properties, among which are the shares she held in a private limited company known as Meenachi Holding and Trading (M) Sdn Bhd ("Company"). The Company is a family enterprise. Among the beneficiaries of the Mother's estate, as named in the Will, are the Nephew as well as the children of P and D2.

[5] Three days after the demise of the Mother, the Father convened a family meeting on 30 December 2015 at his residence. The meeting was attended by P, D2 and their sister. In the meeting, the Father disclosed the following documents:- (a) the Will dated 8 September 2015 executed by the Mother; (b) a Last Will and Testament which the Father has executed on the same date, ie 8 September 2015; and (c) a Deed of Settlement executed by the Mother in respect of the properties she owned in India. Thereafter, a discussion took place which led to a consensus among the Father, D2 and P. This eventually led to the Settlement Agreement being signed on 24 August 2017, after the Nephew had reached the age of majority.

[6] The primary objective of the Settlement Agreement is to formulate a resolution by way of a full and final settlement among the parties in respect of:- (a) the estate of the Mother; (b) the Last Will and Testament executed by the Father; and (c) the control and management of the Company. The Settlement Agreement culminated from negotiation among the Father, D2 and P with the aim of achieving a settlement among them, while averting any potential conflict within the family. The Father and D2 appointed the law firm of Messrs Ghazi & Lim ("Ghazi & Lim") to prepare the Settlement Agreement. The task was undertaken by Mr Ong Kheng Leong ("Mr Ong"), a senior partner of the firm.

The Settlement Agreement

[7] The salient terms of the Settlement Agreement are as follows:

(a) Under cls 15 and 16 of the Settlement Agreement, the Father is required to pay to P a total sum of RM3.65 million in two tranches.

(i) The first tranche, which is for a sum of RM2.65 million, is to be paid upon execution of the Settlement Agreement. This has been paid.

(ii) The second tranche, which is the balance sum of RM1 million, is to be paid when reasonably practical upon the sale of the Company's assets. This has not been paid.

(iii) D2 is required to pay to P the said balance sum of RM1 mi