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COURT OF APPEAL PUTRAJAYA
ONG THEAN CHYE & ORS – Appellant
Versus
TIEW CHOY CHAI & ANOR – Respondent
Key Points: - The judgment holds that an unlicensed estate agency claim is illegal and unenforceable under the relevant acts. (!) (!) (!) - It discusses illegality under the Contracts Act 1950, including when contracts are void for illegality and related principles. (!) (!) (!) - It addresses privity of contract, clarifying that non-parties to a contract generally cannot sue on it. (!) (!) - It analyzes that the document in question is a sham and thus not enforceable. (!) (!) - It considers the consequences of lifting the veil of incorporation and why it was not applicable here due to pleadings. (!) (!) (!) - It notes the improper bifurcation of payment to vendors through a separate letter and its illegality as under-counter payments. (!) (!) (!) - It discusses the proper interpretation of contract terms and the objective meaning of language. (!) (!) - It states that contracts tainted with illegality will not be enforced, and the court may refuse relief where illegality is central. (!) (!) - It concludes with the appeal being allowed and the related deposits/refunds, confirming illegality and lack of enforceability. (!) (!)
| Table of Content |
|---|
| 1. execution of sale and purchase agreement. (Para 1 , 2 , 3) |
| 2. respondents seek payment balance under document. (Para 4 , 5 , 6 , 8) |
| 3. appellants argue lack of licensure. (Para 7 , 12 , 17) |
| 4. no privity between parties; no standing. (Para 13 , 14 , 15) |
| 5. payment as sham; illegal under contracts act. (Para 36 , 40 , 62 , 70 , 72) |
| 6. court declines to lift veil of incorporation. (Para 75 , 76 , 78) |
The Facts
[1] On 18 May 2004, the third appellant (TMI Ventures (M) Sdn Bhd) as the purchaser entered into a sale and purchase agreement (hereinafter referred to as "the said agreement") with several vendors (hereinafter referred to as "the vendors") to purchase parcels of land identified as Lot number 289, Lot number 290, Lot number 291 and Lot number 752. All these Lots were located at Mukim 11, Daerah Barat Daya, Penang (hereinafter referred to as "the said lands"). The said agreement can be seen at p 320 to 334 and at p 311 to 316 of the appeal record at Jilid 2(3). And at p 330 of the appeal record at Jilid 2(3), the purchase price was listed at RM3,883,645.
[2] On 12 May 2004, prior to the execution of the said agreement, the third appellant and the
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