A supplementary agreement signed by one co-owner lacks binding authority on others unless explicitly authorized, especially in a joint venture context.

[1] There are 2 appeals before us, namely,

(a) B-02(NCvC)(W)-352-03/2024 (Appeal 352) (Tect Huat Development Sdn Bhd v. Goh Cheng Huat & 4 Others); and

(b) B-02(NCvC)(W)-353-03/2024 (Appeal 353) (Goh Cheng Huat & 4 Others v. Tect Huat Development Sdn Bhd)

[2] In the High Court, Tect Huat Development Sdn Bhd was the Plaintiff, whereas Goh Cheng Huat & 4 Others were the Defendants. We shall refer to the parties as the Plaintiff and the Defendants, respectively. Thus, the Appellant in Appeal 352 is the Plaintiff, whilst the Appellants in Appeal 353 are the Defendants.

The Facts

[3] The Defendants are the landowners of a parcel of agricultural land. The Plaintiff (a developer) and the Defendants executed a Joint Venture Agreement dated 24 March 2014 ("JVA") pursuant to which the land was to be converted into residential and commercial categories and subdivided into individual lots, and thereafter, developed into terrace houses and shop-lots. The construction/ development was to have been completed by 24 March 2019 ("completion date").

[4] As of the completion date, the land had been duly converted and subdivided into 25 lots — 20 residential and 5 commercial lots. However, the project was only at the planning stage, albeit that the Development Order ("DO") for the project was obtained in February 2016. In April 2019, the Defendants terminated the JVA.

[5] The Plaintiff challenged the termination, claiming that Goh Ching Eng ("D4"), who is one of the co-owners, had granted an extension of time of 30 months per a letter dated 29 November 2018 which has been described as the Supplementary Agreement ("SA") which was signed and sent by D4 to the Plaintiff via WhatsApp.

[6] Under the SA, the Plaintiff would do the following (see: para 44 of the Statement of Claim):

a. The Plaintiff would compensate the Defendants the sum of RM1,000.00 per month as rental until the date of obtaining the Certificate of Compliance and Completion (CCC) for the Development, whereas under cl 2.9 of the JVA, the monthly rental was RM700.00 per month;

b. The Defendants would grant the Plaintiff an extension of time of 30 months from the date of the completion (24 March 2019), thereby extending the date for completion of the Development to 24 September 2021;

c. The Plaintiff would pay the Defendants a compensation of RM2,500.00 per month for the extension of time;

d. Liquidated compensation of late delivery of the Development, amounting to RM4,000.00 per month, would be paid by the Plaintiff to the Defendants after the extended completion date (Note: Under the JVA, the Liquidated Compensation was RM1,700.00 per month); and

e. The Defendants had listed a shoplot unit that they were desirous of selecting for themselves (P.T. No 44608).

[7] The termination took place on 26 April 2019 (see: Messrs Rama Velu's letter — dated 26 April 2019). There is no dispute that after 29 November 2018 (the date of the SA), the Plaintiff did not make any rental or any payments whatsoever to the Defendants. The Plaintiff referred to 2 meetings, 10 July 2018 and 13 September 2018. D4 attended both these meetings. Previously (before the SA), D4 collected the rentals that were payable under the JVA. D4 said he signed the SA at the request of the Plaintiff. The Plaintiff said that a sum of RM10,000.00 was paid to D4 as consideration for the extension of time. The Plaintiff said that D4 represented all the co-owners and had ostensible authority. D4 said that, at the meeting, he told the Plaintiff's representative (PW6) that he could not decid