Failure to perform a reciprocal promise precludes a party from asserting breach of contract against the other party.

Brief Introduction

[1] This suit essentially involves the plaintiffs' claim to terminate a joint venture agreement concerning the development of a housing project and the defendant's counterclaim for a specific performance of the said joint venture agreement.

[2] Trial of the suit took place on 20 and 21 May 2015. The plaintiffs called three witnesses and the defendant, two. The plaintiffs filed their written submission on 3 July 2015. I gave my decision and the reasons for the same in this judgment dated 27 July 2015 delivered to the parties on even date.

Key Background Facts

[3] The 1st plaintiff is the widow of Law Mok Chin who passed away on 30 November 2010. The deceased was previously the registered owner of a piece of land held under PM 1362 Lot 16479 (formerly known was HS(M) 3669, MLO 2411) located at Mukim Sedenak, District of Kulai, State of Johor ("the said land"), and had, on 2 March 2006, executed a joint venture agreement with the defendant for the latter to develop the said land into a housing development project in accordance with the terms as contained in the joint venture agreement ("the JVA"). The 2nd and 3rd plaintiffs are their sons. Under the JVA, the defendant was to deliver to Law Mok Chin 20 percent of the total units to be built in the development. Law Mok Chin had also granted a Power of Attorney in favour of the defendant for the latter to conduct and manage all the affairs of Law Mok Chin concerning the development of the said land. Following his demise, the ownership of the said land was transferred to the plaintiffs pursuant to an order from Pejabat Pusaka Kecil dated 14 June 2013. In accordance with clause (a) of the JVA, and this is not disputed, as heirs of the deceased, the plaintiffs are thus bound by the terms of the JVA.

Key Contention Of The Parties

[4] The principal contention of the plaintiffs is that the defendant has breached cl 7 of the JVA for having failed to complete the construction and development of the houses under the scheme as set out in the JVA within five years from the date of the approvals from Pejabat Tanah dan Galian Johor ("PTGJ") in 2009. This thus entitles the plaintiffs to terminate the same under cl 13(b) of the JVA.

[5] The defendant, on the other hand, argued that despite having secured the requisite approvals, they are however prevented from commencing construction of the project because the plaintiffs have, in breach of cl 5(e) of the JVA, failed to remove and evict the squatters and demolish their factory buildings and workshops on the said land.

The Key Issue For Determination

[6] In my assessment, most of the salient facts are not in dispute. What is in contention is principally centred on the interpretation of the relevant clauses of the JVA.

[7] The key issue for my determination is whether having regard to the JVA, it is the contractual obligation of the plaintiffs to evict all squatters from the said land (and demolish all buildings thereon) and if so, whether the obligation is in the nature of a condition precedent or otherwise a promise, the nonperformance of which would disentitle the plaintiffs to assert a breach of contract on the part of the defendant in failing to commence construction work on the said land.

The Law On Construction Of Contractual Terms

[8] Common law has established a number of important principles in the interpretation of contracts, one of which especially relevant for the present purposes is that the construction of contract is a question of law for determination by the court and not by witnesses through their evidence. In Bahamas International Trust Co Ltd v. Threadgold [1974] 1 WLR 1514, Lord Diplock stated the following:

"In a case which turns, as this one does, on the construction to be given to a