Settlement agreements can be valid even with modifications to statutory obligations when negotiated under proper conditions and with appropriate oversight, particularly in housing development contexts.

A. The Parties

[1] The appellant in this appeal, Oxbridge Height Sdn Bhd, was a housing developer for a project described as Jaya Putra Perdana which comprised part of a larger project described as Bandar Jaya Putra. The respondents were purchasers of a double-storey terrace house in Phase B of Jaya Putra Perdana. The appellant was the vendor of the property.

[2] The appellant/plaintiff had sued the respondents/defendants in the High Court below for the tort of deceit, fraudulent misrepresentation and breach of a settlement agreement entered into between them. The High Court dismissed the appellant's claim with costs.

B. Our Decision In The Appeal

[3] We allowed the appellant's appeal before us in part with an order that parties were to bear their own costs. The claim for breach of the settlement agreement was allowed with damages of RM50,000.00 to be paid by the respondents to the appellant together with judgment interest from the date of our order until full payment.

C. Background Facts

[4] In the sale and purchase agreement ("SPA") executed between the parties dated 17 April 2006, which followed the standard agreement under Schedule G of reg 11(1) of the Housing Development (Control and Licensing) Regulations 1989 ("the regulations"), the usual provision on Liquidated and Ascertained Damages ("LAD") for late delivery was included. Clause 23 of the SPA required vacant possession of the building to be delivered to the purchaser within 24 calendar months from the date of the SPA, failing which the vendor (the developer) was liable to pay to the purchaser liquidated damages "calculated from day-to-day at the rate of 10% per annum of the purchase price from the expiry date of the delivery of vacant possession .... until the date the purchaser takes vacant possession of the same building."

[5] The project stalled. According to the plaintiff, as the developer, the project suffered financial difficulties as a result of flooding (force majeure) from around December 2006 until early 2007. The project was classified by Bahagian Pemantauan Perumahan Swasta, Jabatan Perumahan Negara, Kementerian Perumahan dan Kerajaan Tempatan ("JPN") as a "projek lewat" and "projek sakit". In the report produced by JPN, it was acknowledged that the project suffered delays because the developer faced a force majeure problem.

[6] The parties then entered into a settlement agreement formally dated as 10 October 2011. This important agreement was tendered in Court as exh P18 (appearing on pp 464 to 476 of the Appeal Record, Parts B & C). The immediate parties to the settlement agreement were the appellant as vendor and several parties described as "the purchaser" as set out in sch 2 of the said agreement. There were altogether 41 purchasers included in sch 2, with the present respondents listed as purchaser no 11. It was also clear from sch 2 that the properties concerned phase 3B of the project. According to the appellant, the 1^st respondent acted as the representative of purchasers of phase 3B.

[7] It appeared on the evidence that the signing of the settlement agreement was the result of the involvement and assistance of JPN and a series of meetings held between the parties. Accord