The court reinforced that contract terms cannot be altered by oral agreements that contradict written provisions, given the precedence of documentary evidence as per the Evidence Act.

Introduction

[1] This appeal is related to Civil Appeal No: W-02(NCVC)(W)-1846-10- 2014 in which Mentari Sekitar Sdn Bhd is also the appellant. However, the respondents are two different companies which are related. At the outset, it must be observed that both appeals involve similar facts and issues with the appellant and the respondents seeking the same relief in their respective claim and counterclaim save differences such as the respective purchase price and the description of the subject land involved. That being the case, the learned counsel for both parties had agreed to proceed with the present appeal only and that the decision in this appeal would bind the other appeal. The appeal is directed against the decision of the learned trial judge in allowing the respondent's claim against the appellant. The respondent has also filed a cross appeal seeking to vary part of the said decision.

Summary Of Material Facts

[2] The respondent, is the vendor and registered owner of a parcel of land situated at Pekan Klebang, Malacca. By a sale and purchase agreement dated 24 February 2011, the respondent agreed to sell the land to the appellant for the purchase price of RM9,634,517.86. The appellant paid a deposit in the sum of RM963,451.79 which was equivalent to 10% of the purchase price of the land pursuant to the sale and purchase agreement.

[3] Under the sale and purchase agreement, the appellant was required to pay the balance purchase price within three months plus additional three months from the unconditional date or the date of the agreement. As events turned out however, the appellant failed to make payment of the balance purchase price within the period stipulated in the agreement. The respondent gave four extensions of time for the appellant to make the payment of the balance purchase price each time stating that "time shall be of the essence". In fact, the sale and purchase agreement stipulated that "time shall be of the essence of this agreement". Thereafter, when the appellant still failed to make the payment of the balance purchase price, the respondent terminated the sale and purchase agreement in accordance with the terms thereof. However, the appellant refused to remove the private caveat it had lodged on the land and to return the land title deed and other relevant documents to the respondent.

[4] The respondent in their claim sought for, inter alia,:

a. a declaration that the sale and purchase agreement was rightly, validly and lawfully terminated by the respondent;

b. a declaration that the deposit in the sum of RM963,421.79 was rightfully and lawfully forfeited by the respondent pursuant to cl 13.2 of the sale and purchase agreement;

c. a declaration that the Power of Attorney, Transfer Form A, Letter for Undertaking to Refund, Statutory Declaration for Non- Winding Up executed by the respondent in the sale and purchase transaction were of no legal effect and unenforceable;

d. an order for return and delivery of the sale and purchase documents by Messrs Chris Koh & Chiew to the respondent;

e. damages to be assessed; and

f. interest, costs and such further or other relief as the court deemed fit and proper.

[5] It is noteworthy that the 2nd to 5th defendants were partners of a law firm Messrs Chris Koh & Chew. The firm was appointed as the appellant's solicitors for the sale and purchase transactions of the land. However, the claim against the 2nd to 5th defendants were struck out as the respondent and the 2nd to 5th defendants had agreed to resolve the matter amicably and the claims against the latter had been withdrawn by the former.

Defence And Counterclaim

[6] The appellant had filed defence an