Petitioner Advocates:Leong Wai Hong,Claudia Cheah,Wang Shue Wen ,Respondent Advocate: RR Sethu,Basil D Anthony,Denise SF Leong

Based on the provided legal document, here are the key points regarding the case of Johor Coastal Development Sdn Bhd v. Constrajaya Sdn Bhd:

Case Information and Parties - The case was heard by the Federal Court Putrajaya between the Appellant, Johor Coastal Development Sdn Bhd, and the Respondent, Constrajaya Sdn Bhd (!) . - The case was decided on 12-06-2009 under Civil Appeal No: 02-02-2007(J) (!) . - The Appellant appealed against the decision of the Court of Appeal, which had allowed part of the appeal (!) .

Background Facts - The parties entered into two sale and purchase agreements dated 13 March 1997 for Lots 7 and 14 of the Johor Bahru Waterfront City (!) . - The total purchase prices were RM4,590,000 and RM10,830,000 respectively, to be paid in six instalments (!) . - The Respondent paid the first three instalments totaling RM9,018,400, which included an initial payment of 12% (RM1,850,400) (!) . - The Respondent failed to pay the balance of the price, leading the Appellant to terminate the agreements and seek forfeiture of the sums paid (!) .

High Court and Court of Appeal Decisions - The High Court ordered the Appellant to refund all monies received, holding that the initial 12% was not a deposit but an instalment, and the Appellant failed to prove actual damage under s 75 of the Contracts Act 1950 (!) . - The Court of Appeal allowed the appeal in part, holding that the Appellant was entitled to forfeit the 12% as a "true deposit," but must refund the balance as no proof of damage was provided under s 75 (!) . - The Court of Appeal reasoned that the 12% functioned as a true deposit to secure future performance and was not a penalty, whereas the balance required proof of loss under s 75 (!) (!) .

Questions of Law Before the Federal Court - The Appellant raised two questions of law regarding the decision in Selva Kumar a/l Murugiah v. Thiagarajah a/l Retnasamy (!) . - Question (a) asked if the Selva Kumar principle obliging a party to prove losses despite s 75's wording is correct (!) . - Question (b) asked if parties can contract out of the provisions of s 75 of the Contracts Act 1950 (!) . - The Appellant argued that clause 16.2 of the agreements unconditionally and irrevocably acknowledged that stipulated sums constituted reasonable compensation, effectively contracting out of s 75 (!) .

Federal Court Findings on s 75 and Selva Kumar - The Federal Court held that Selva Kumar is still good law, establishing that in every case where a sum is named for breach, it is treated as a penalty, and the Court must determine reasonable compensation (!) (!) . - Despite the wording in s 75 ("whether or not actual damage or loss is proved"), the Court must still prove actual damages or reasonable compensation according to Hadley v. Baxendale principles (!) (!) . - The Court rejected the argument that Selva Kumar was incorrect based on the Indian case Oil & Natural Gas Corp Ltd v. Saw Pipes Ltd, noting that the latter dealt with loss incapable of assessment, whereas the present case could be assessed (!) (!) . - The Court answered Question (a) in the affirmative, meaning the requirement to prove loss remains (!) .

Interpretation of Contract Clauses - The Court examined Clause 8.2(b), which stated that all instalments paid, including the first payment, shall be forfeited absolutely upon termination, except for a specific 4-month period where only 10% is forfeited (!) . - The Court examined Clause 16.2, where parties acknowledged that stipulated sums would constitute reasonable compensation and waived objections regarding fairness (!) . - The Federal Court agreed with the Court of Appeal that Clause 16.2 does not exclude the application of s 75; rather, it was intended to prevent challenges to the forfeiture of the 12% deposit given the nature of the transaction (!) . - In case of ambiguity between Clause 8.2 and Clause 16.2, the Court applied the rule of contra proferentum, resolving the ambiguity against the Appellant (who relied on Clause 16.2) (!) .

Final Determination - The Federal Court held that the 12% paid was a "true deposit" and could be forfeited without proof of actual damage (!) (!) . - However, the Appellant could not retain the balance of the payments (the remaining instalments) without proving actual damage suffered under s 75 (!) . - Since the Appellant failed to adduce evidence of loss or damage, the Court could not determine reasonable compensation for the balance, and thus the balance must be refunded (!) (!) . - The appeal was dismissed with costs, upholding the Court of Appeal's decision that the 12% is forfeitable but the balance must be returned (!) .