Fraudulent misrepresentation requires proof of false representation made knowingly with the intent that it should be acted upon, leading to damages.

Introduction

[1] This is a part heard case that I have taken over from the earlier High Court Judge at the tail end of the trial.

[2] The plaintiff brought this claim against the 1st to the 4th defendants for breach of contract to grant a lease over two pieces of land, and in the alternative, a claim for damages for fraudulent misrepresentation or the tort of deceit. The claim against the 5th defendant was for breach of an agreement to sell a biodiesel plant.

[3] Judgment in default of appearance was entered against the 5th defendant following the non-attendance of any of its representatives in Court for continued cross-examination despite a Court order requiring it to do so. The 5th defendant's counterclaim against the plaintiff was also consequently struck out.

The Parties

[4] The plaintiff, Artistic Biofuels Sdn Bhd is and was at all material times in the business of refining biodiesel. The plaintiff and Artistic Services Sdn Bhd ("Artistic Services") are part of the Artistic group of companies headed by PW1 Munindran Vasuthavan ("Munindran"), the majority shaholder and the managing director of the plaintiff at the material time.

[5] The 1st defendant, the Port Klang Authority ("PKA") is a statutory corporation incorporated under the Port Authorities Act 1963 on 1 July 1963 to facilitate, regulate and manage Port Klang Malaysia. PKA is the registered proprietor of all the lands in the Port Klang Free Zone, a 1,000 acre commercial and industrial zone located in Port Klang, Malaysia. The 2nd defendant, Port Klang Free Zone Sdn Bhd ("PKFZ") is a wholly owned subsidiary of PKA. PKFZ is PKA's agent and lawful attorney for its dealings with tenants of lands and properties in the Port Klang Free Zone.

[6] The 3rd defendant Dato' Dr Teh Kim Poo ("Teh") was the Chairman of PKFZ from June 2012 to 30 October 2015, whilst the 4th defendant, Dato' Chia Kon Leong ("Chia") was the general manager and/or Chief Executive Officer of PKFZ, from July 2017 to 30 October 2017.

[7] For ease of reference, I shall hereinafter refer to the 1st to the 4th defendants as "the defendants".

[8] The 5th defendant, Biodiesel SP Sdn Bhd ("BSP"), was a company which owned a biodiesel manufacturing plant ("BSP Plant") built on plots of land owned by PKA. On 6 August 2013, BSP went into receivership and Lim San Peen (DW5) of PricewaterhouseCooper Advisory Services Sdn Bhd was appointed as the receiver and manager ("the Receiver"). On 10 July 2020, the Receiver filed an application to discharge himself as the receiver of BSP, and as at 13 July 2020, BSP was no longer under receivership.

The BSP And BLD Lands

[9] The case concerns two pieces of land measuring approximately 3 and 5 acres of land. The lands are adjacent to each other, and owned by PKA in the Port Klang Free Zone area:

(i) Three acres of land held under title Pajakan Negeri 7324 Lot 67894 Daerah and Mukim Klang, Selangor and described as part of P141, part of P142 and part of P143, which was leased by PKA to BSP ("BSP Land"); and

(ii) Five acres of land held under title Pajakan Negeri 7324 Lot 67894 Daerah and Mukim Klang, Selangor and described as P151, P152, part of P141, part of P142, part of P143 and part of P150, which was leased by PKA to Biodiesel LD Sdn Bhd ("BLD") ("BLD Land") (collectively, "BSP and BLD Lands").

[10] On 13 September 2007, the BSP Land was leased to BSP. Thereafter, BSP constructed the BSP Plant and its supporting machineries ("BSP assets") over both the BSP and BLD Lands, even though the BLD Land was not leased to BSP. It is common ground that 10 out of 12 of the BSP Assets are built on the BLD Land.

Background

[11] The background fac