The court established a resulting trust for the plaintiff corresponding to their contributions despite not finding valid oral agreements.

JUDGMENT

Su Tiang Joo JC:

Introduction

[1] The plaintiff claimed to be entitled to half share or 50% in six pieces of property registered under the name of the defendant. After a trial, the Court decided that by reason of the plaintiff having contributed 32.3% of the acquisition price of the properties, a resulting trust ensued and the plaintiff is entitled to 32.3% shares. Both the plaintiff and the defendant are dissatisfied and both have appealed. These are the grounds for the decision made on 6 July 2021.

[2] The facts and evidence are well captured in the respective written submissions of the respective parties (encls 80, 83, 86, 89, 94, 98 and 100) and to reproduce the same would only add unnecessary length of these grounds.

[3] Wherefore, save for setting out the salient background facts to facilitate comprehension, the Court will proceed to deal with the respective contentions made by the parties and explain the findings made by this Court.

Background Facts

[4] At the heart of this action are six pieces of lands now held under issued documents of title known as: (i) HS (D) 18449 PT 21676, (ii) HS (D) 184410 PT 21677, (iii) HS (D) 184411 PT 21678, (iv) HS (D) 184412 PT 21679, (v) HS (D) 184413 PT 21680 and (vi) HS (D) 184414 PT 21681 all in Mukim Sungai Raya Daerah Kinta, Negeri Perak Darul Ridzuan measuring about 190 acres ("the said Lands").

[5] The said Lands were formerly owned by the Perak State Development Corporation and registered under the name of one of its companies, Tenaga Danawa Sdn Bhd ("Tenaga Danawa").

[6] The defendant acquired the said Lands from Tenaga Danawa.

[7] The undisputed evidence shows that when all the acquisition prices for the six pieces of properties stated in six transfer forms or commonly referred to as Forms 14A (see Common Bundle of Documents B pp 51 to 80) are added up, the total acquisition price came to a total sum of RM3,082,561.10 ("Acquisition Price"").

[8] In or around November 2003, Koo Kim Choy ("Koo") and Ong Seng Tee were the directors and shareholders in both the defendant and Kuala Jati Sdn Bhd ("Kuala Jati"). Although the defendant and Kuala Jati were two separate companies, for the purposes of the acquisition of the said Lands they had a private agreement between them that they were to be treated as one.

The Plaintiff's Case

[9] In summary, the plaintiff's case is as follows:

9.1 Sometime towards the end of 2003, around November or December 2003, the plaintiff entered into an oral agreement with the defendant to purchase half of the said Lands which were then described as Zone A1 and Zone A2, Mukim Sg Raya, Daerah Kinta which the defendant would be acquiring from Tenaga Danawa.

9.2 Pursuant to the oral agreement:

(i) The plaintiff was required to pay half of the purchase consideration. The purchase consideration would be about RM3,000,000.00. Thus, the plaintiff's portion would be approximately RM1,500,000.00 ("the plaintiff's portion);

(ii) Upon payment of the plaintiff's portion, the plaintiff would then be deemed to own half share of the said Lands ("the Half Share"); and

(iii) Upon the transfer of the said Lands by Tenaga Danawa to the defendant, the defendant would hold the Half Share on trust for the plaintiff; and

(iv) The defendant would subsequently transfer the Half Share to the plaintiff free from encumbrances at the plaintiff's cost and expense.

(hereinafter referred to as "the Oral Agreement").

[10] The plaintiff asserted that it paid the plaintiff's portion but the defendant refused to transfer the Half Share to the plaintiff.

The Defendant's Case

[11] In summary, the defendant's case is as follows:

11.1 the defendant denies there was such an Oral Agreement;

11.2 save for a proposal in 2004 which never came to fruition, there were no official dealings between the plaintiff and the defendant involving the said Lands;

11.3 any payments made by the plaintiff were pursuant to a private dealing made with a former director of the defendant by the name of Koo Kim Choy ("Koo"), in the latte