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HIGH COURT MALAYA, PENANG
KHEAM HUAT HOLDINGS SDN BHD – Appellant
Versus
THE INDIAN ASSOCIATION PENANG – Respondent
| Date | Event | References |
|---|---|---|
| 23.4.1924 | The defendant, the Indian Association Penang (IA), was incorporated under the Companies Ordinance 1924 as a company limited by guarantee. | (!) |
| 1983 | SP4 (Samuel J. Devagnaman, also known as Sam Mathuram) began his tenure as President of IA, continuing until 1994 except for the year 1988. | (!) |
| 1988 | SP4 did not hold the position of President of IA for this year. | (!) |
| 1991 | First attempt by IA to solicit offers for development of its land; several offers received, and MC recommended Sobena's offer. | (!) |
| 12.4.1992 | IA's extraordinary general meeting (EGM) rejected the offer from Sobena due to financial unsoundness. | (!) |
| 2.6.1992 | Advertisement for the development project placed in national newspapers by IA. | (!) |
| 20.11.1992 | Negotiations held between the parties regarding development of the land. | (!) |
| November 1992 | KH (plaintiff) responded to IA's questionnaire outlining a skeletal proposal for the building project. | (!) |
| 2.12.1992 | Tentative Agreement (Memorandum of Intent) discussed at MC meeting; by then, only two contenders left: KH and Kwan Joo Development Sdn. Bhd. | (!) |
| 12.12.1992 | Memorandum of Understanding (MOU) dated and entered into between the parties. | (!) (!) (!) |
| 12.12.1992 | KH executed the MOU and paid a deposit of RM30,000. | (!) |
| 3.1.1993 | IA's EGM discussed KH's proposals and terms as embodied in the MOU, though no approval by resolution. | (!) (!) (!) (!) |
| May 1993 | BSC made a permanent sub-committee. | (!) |
| 30.5.1993 | IA's AGM discussed the need to amend its Memorandum and Articles but decided against it; resolved to waive the requirement of court's consent. | (!) |
| 7.4.1994 | Stella Soo (plaintiff's solicitor) wrote a letter to the defendant stating that the agreement was aborted by the plaintiff. | (!) |
| 2.6.1994 | PP (Paradise Properties Sdn. Bhd.) deposited RM470,000 with GB Neoh Ng & Anuar as balance of the 10% deposit under the MOU. | (!) |
| 26.6.1994 | IA's AGM held; SD1 (Mr. V. Mohan) elected as president; members objected to PP's participation; resolution passed to hold EGM to discuss joint venture agreement. | (!) (!) (!) |
| 7.7.1994 | SP4 held chairman's post until succeeded by SD1; SP4 resigned from MC immediately after SD1's appointment as President. | (!) (!) (!) |
| 14.9.1994 | BSC meeting held to purportedly finalise terms of the agreement; accepted the second draft agreement. | (!) (!) |
| 30.12.1994 | Defendant wrote to BSC requesting recommendations on proposals from PP and Penas. | (!) |
| 10.1.1995 | SP4 responded to defendant's letter, asking to obtain fresh offer from Penas and to consider legal implications of not proceeding with MOU. | (!) |
| 26.1.1995 | MC directed BSC not to have further negotiations with SP1 without general body approval; letter sent to SP4 to discontinue dealing with SP1. | (!) |
| 7.5.1995 | IA's EGM held; resolution passed that the MOU was not binding and not enforceable; balance deposit of RM470,000 returned to plaintiff. | (!) |
| 1995 | Civil Suit No: 22-261-1995 filed. | (From header) |
| 20.6.2000 | Judgment decided by the High Court Malaya, Penang; plaintiff's claims for specific performance and damages dismissed. | (From header) |
| Table of Content |
|---|
| 1. overview of reliefs sought by plaintiff. (Para 1 , 2 , 3) |
| 2. fundamental details about the relationship and agreement between parties. (Para 4 , 5 , 7) |
| 3. arguments presented by both sides regarding the binding nature of the mou. (Para 8 , 9) |
| 4. court's considerations of the mou and legal implications. (Para 10 , 11) |
| 5. conclusions drawn leading to the dismissal of the claim. (Para 12 , 13 , 14 , 15) |
JUDGMENT
The plaintiff in this suit sought for the following reliefs:-
1. For a declaration that the Memorandum of Understanding (MOU/P28) dated 12.12.1992 entered into between the parties, is a valid and binding contract.
2. For specific performance by the defendant of the MOU.
3. An injunction restraining the defendant or its agents from taking any steps to call in new tenders for the development of the defendant's subject land described as Lot 166, Section 1, Georgetown (said land).
4. An injunction restraining the defendant to develop or award any contract for the development of the said land.
5. If an award to develop the said land had been given to another party, an injunction to stop the defendant from taking any further step in the development of the said land.
6. Damage
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