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2021 MarsdenLR 43
HIGH COURT MALAYA KUALA LUMPUR
EDWARD STANISLAUS DE SILVA & ORS – Appellant
Versus
YENG CHONG REALTY BHD – Respondent
[Suit No: WA-22NCvC-452-08/2020]
Claims for breach of contract are barred by the Limitation Act if not brought within 6 years of the cause of action, and allegations of fraud must be specifically pleaded.
Headnote:(A) Limitation Act 1953 – Section 6(1) – Claim for breach of Sale and Purchase Agreements (SPAs) barred by limitation – The plaintiffs filed for breach over 10 years after cause of action arose – The plaintiffs claimed beneficial interest in the land, alleging fraudulent breach of trust and unjust enrichment – The court found that the claims were time-barred under the Limitation Act as the relevant actions had to be initiated within 6 years of breach (Paras 15, 16, 17).
(B) Trust and Fraud – Elements of fraud must be specifically pleaded – The court held that the plaintiffs failed to establish a trust or fraudulent breach, as their claims were merely for breach of contract under the SPAs (Paras 36, 37, 43).
(C) Claims of unjust enrichment over profits from planted crops were rejected as the land was originally an oil palm plantation and no profits were derived (Paras 63, 66).
Findings of Court: The plaintiffs' claims are time-barred due to the Limitation Act.
Result: Plaintiffs' Writ and Statement of Claim struck out, ordered to pay costs.
JUDGMENT
Introduction
[1] The defendant ("D") filed an application vide enclosure 29 ("Enc 29") to strike out the plaintiffs' Writ and Statement of Claim dated 5 August 2020 ("SOC"). Enc 29 is made under O 18 r 19(1)(b) and/or (d) of the Rules of 2012.
[2] I allowed Enc 29 and struck out the SOC. These are the grounds of my decision.
Background
Sale And Purchase Agreements Between Plaintiffs And Defendant
[3] The plaintiffs' claim is premised upon the breach of Sale and Purchaser Agreements ("SPAs") entered into between D and the plaintiffs respectively in the years 1999 or 2000. Under the respective SPAs, the plaintiffs agreed to buy, and D agreed to sell, certain bungalow plots ("Bungalow Plots").
[4] The Bungalow Plots were part of HS(D) 6053 PT 4166, HS(D) 6054 PT 4167, HS(D) 6055 PT 4168, HS(D) 6058 PT 4171 and HS(D) 6059 PT 4172 all in Mukim Ayer Panas, Daerah Jasin, Melaka (collectively the "Land").
[5] To finance the purchase of the Land, D obtained a loan ("Loan") from Malaysia Building Society Bhd ("MBSB"). At all material times, the Land was charged to MBSB.
[6] The Land was to be developed on a joint venture basis ("Project") between D and MBSB Development Sdn Bhd ("MBSB Development"). MBSB Development is a wholly-owned subsidiary of MBSB. The Project is known as 'Bandar Golden Valley Golf Resort'.
Litigation Between Defendant And MBSB
[7] Around 2003, MBSB filed a suit against D for monies due and owing from D to MBSB on account of failure to repay the Loan. D in turn filed a counterclaim against MBSB Development and MBSB Project Management Sdn Bhd for breach of the joint venture ("Litigation").
[8] Following the Litigation, sometime in 2003, the Project was halted and abandoned.
[9] On 17 April 2014, D and MBSB entered into a Redemption cum Settlement Agreement for settlement of the Litigation. Upon execution of the Redemption cum Settlement Agreement, MBSB withdrew the charge on the Land.
Salient Terms Of The SPAs
[10] The salient terms of the respective SPAs are as follows:
(a) D undertakes that the respective Bungalow Plot shall be free from encumbrance when the title of the said Bungalow Plot is transferred to the plaintiffs (cl 3);
(b) D shall use its best efforts to obtain the issue of separate documents of title for the Bungalow Plots (cl 11);
(c) D shall construct the basic infrastructure in accordance with the requirements and standards of the relevant authorities (cl 13(3));
(d) 'Basic infrastructure' is defined to mean all infrastructures on the Land leading to the vicinity of the Bungalow Plots relating to: (i) main roads; (ii) main drains; (iii) water reticulation mains with water tanks; (iv) sewerage mains with sewerage treatment plants; (v) the infrastructure necessary and required by the relevant authorities for the provision of electricity supply and street lightings; and (vi) telephone infrastructure necessary to facilitate the laying of cables and posts by the relevant authority (cl1(b));
(e) D shall deliver vacant possession of the respective Bungalow Plots to the plaintiffs within 36 months from the date of the respective SPAs. Failing which, D will pay to the plaintiffs liquidated damages ("LAD") calculated on a day-to-day basis at a rate of 8% per annum on the respective purchase price until the date of completion of the basic infrastructure (cl 16).
Plaintiffs' Claim
[11] More than 20 years after the signing of the respective SPAs, the plaintiffs filed the instant suit for: (a) beneficial interest in the Land (as elaborated below); (b) monetary sums for breach of cl 16 of the respective SPAs ie the LAD; and (c) profit from planting of oil palm trees on the Land.
[12] The plaintiffs seek the following reliefs in respect of the Land:- (a) a declaration that the plaintiffs have beneficial interest in the Land; (b) a declaration that D holds the Bungalow Plots as trustee for the plaintiffs; (c) a declaration that D delivers vacant possession of the Bungalow Plots, together with the basic infrastruc
