In a fixed-term tenancy, tenants are bound by the contract's terms, and landlords are entitled to claim for outstanding rentals unless a fundamental breach is proven, which was not established in this case.

JUDGMENT

S Nantha Balan JCA:

Introduction

[1] This appeal emanates from a dispute between a Landlord of a shopping mall and their Tenant, who had taken a tenancy of approximately 18,550 square feet of lettable premises at the Lower Ground Floor of the complex, known as Citta Mall, in the locality of Ara Damansara, Selangor. The Landlord filed a suit in the High Court , claiming that the Tenant had pre-maturely terminated a fixed -term tenancy for the demised premises. The Landlord sued for outstanding rentals, double rental, and rental for the remaining period of the fixed term tenancy as well as reinstatement costs. The Landlord also claimed general damages.

[2] The Tenant filed a counterclaim for their set-up costs, losses incurred as a result of the forced sale of their equipment, loss of sales, recovery of rental deposit, and general damages. After a full trial, the learned Judge allowed the Landlord's claim, save for general damages (which the High Court held was not proven). The Tenant's counterclaim was dismissed. This is an appeal by the Defendants against the decision of the learned Judge of the High Court dated 26 June 2019, allowing the Plaintiff's claim (save for general damages).

[3] The 1st appellant is Presto Supermarkets (Subang) Sdn Bhd (1st defendant - "Presto"). The 2nd appellant is Azrin @ Farah Azrin Binti Zuhdi (2nd defendant - "Azrin") and the 3rd appellant is Daniel Bernd Ruppert (3rd defendant - "Daniel"). The Respondent is Attic Holdings Sdn Bhd (Plaintiff - "Attic"). For convenience, we shall refer to the parties by name, i.e., 1st appellant as Presto, 2nd appellant as Azrin, 3rd appellant as Daniel, and the Respondent as Attic. Where the context requires, Presto, Azrin and Daniel shall be referred to collectively as "the Appellants".

Brief Facts

[4] Attic had entered into a Tenancy Agreement dated 23 May 2011 ("the TA") with Attic's predecessor, Citta Mall Sdn Bhd ("CMSB"), for a premise known as Unit LG-01, Lower Ground Floor, Citta Mall, No. 1, Jalan PJU 1A/48, PJU 1A, Ara Damansara, 47301 Petaling Jaya, Selangor Darul Ehsan ("the Premises") for a period of 3 years, beginning from 25 June 2011 until 24 June 2014 ("Tenancy"). Thereafter, CMSB sold Citta Mall to Attic via a Sale and Purchase Agreement dated 22 November 2011 and all of CMSB's legal rights and entitlements etc. under the TA/Tenancy were then duly assigned to Attic, who then stepped into the shoes of CMSB as the Landlord of the Premises. Thereafter, the Tenancy was renewed through a Letter of Renewal dated 8 July 2014 ("LOR"), wherein the Tenancy was renewed for a further three years, from 25 June 2014 to 24 June 2017. Azrin and Daniel (Directors of Presto) are the guarantors of Presto under a Letter of Guarantee dated 15 July 2013 ("the Guarantee") to guarantee and undertake to pay all monies owing by Presto to Attic under the TA.

[5] But through the defence and counterclaim dated 29 April 2016 (paras 7-8 thereof), Azrin and Daniel claimed that the Guarantee was invalid, null, and void, as it was procured through and is the product of "duress" exerted by Attic. We shall deal with this and other issues in the later part of this judgment.

Salient Terms Of The Tenancy

[6] The salient terms of the TA are:

Clause 5.1.4 of the TA - Fundamental term of the contract

Nothing in the terms herein contained shall give the Tenant the right of determining the Fixed Term of the Tenancy hereby created and, notwithstanding any unilateral determination on the part of the Tenant, the Tenant shall remain liable to the Landlord for the Monthly Rental, and the Monthly Service Charge and any other charges in full for the remaining unexpired period of the Fixed Term, which shall together, with any arrears, be recoverable as a debt due to the Landlord.

Clause 9.4 the TA - Presto shall pay the utility charges;

Clause 9.44 of the TA - in the event Presto fails to reinstate the Premises, Attic may carry out the instatement work and the costs and expenses shall be borne b