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2025 MarsdenLR 5991
COURT OF APPEAL PUTRAJAYA
LAU TIAN BOON – Appellant
Versus
MAJESTIC MEMORIAL PARK (BS) SDN BHD – Respondent
[Civil Appeal No: A-02(NCvC)(W)-2061-10/2022]
A party must hold lawful authority over property to enter into a binding agreement; without such authority, any contract is void.
Headnote:(A) Land Code 1926 - Sections 24(i) and National Land Code 1965 - Section 42 - Appeal regarding the termination of a Joint Venture Agreement for columbarium development - The plaintiff failed to establish legal capacity to enter into Joint Venture Agreement due to lack of ownership over the land reserved for cemetery - High Court dismissed plaintiff’s claims, affirming defendant’s position. (Paras 18, 38)
(B) Legal Capacity - A party must have the legal authority to enter into a contract; without this, the agreement is void. (Paras 26, 34)
(C) Principle of Estoppel - Section 116 of the Evidence Act 1950 does not apply when the issue is not of tenancy or possessory license. (Paras 32, 34)
Facts of the case:
The Association claimed vacant possession of land reserved for cemetery, alleging breach of agreement regarding construction of columbarium. The Company countered that the Association lacked legal standing and had engaged in misrepresentation.
Findings of Court:
The Association was found to have no ownership or proper authority over the land and thus lacked standing to sue. The counterclaim was not addressed due to lack of separate appeal.
Issues: Central issue was the Association’s legal capacity to enter into the Joint Venture Agreement.
Ratio Decidendi: The court affirmed that without ownership of the land, the Association's claims were baseless, establishing that legal capacity is essential for contractual agreements.
Result: Appeal dismissed with costs awarded to the Company.
| Table of Content |
|---|
| 1. dispute over land possession for columbarium. (Para 1 , 2 , 3 , 4 , 5 , 7 , 8 , 9 , 10 , 11 , 12 , 13) |
| 2. defendant's counterarguments against plaintiff's claims. (Para 15 , 16 , 17) |
| 3. lack of legal capacity to enter joint venture agreement. (Para 18 , 19 , 21 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 32 , 33) |
| 4. joint venture agreement deemed void. (Para 34 , 36) |
| 5. appeal dismissed, decision of high court affirmed. (Para 38) |
Introduction
[1] This is an appeal in respect of a dispute over the failure to deliver vacant possession of land for purposes of the development of a columbarium.
[2] The Appellant, who is the plaintiff in the High Court is the secretary and representative of the Kwang Keow Seah Association, Bagan Serai, Krian ("Association").
[3] The Respondent, who is the defendant in the High Court is a private limited company involved in the development and construction of memorial parks as well as providing funeral and interment services ("Company").
[4] We heard the appeal on 14 November 2024 and 24 February 2025.
[5] We thereafter adjourned our decision to deliberate on the intricate issue of the land rights where the columbarium is situated. This is determinative of the appeal here.
[6] Now having so deliberated, we give our unanimous decision below together with the supporting reasons.
Background
[7] By a gazette notification no 6754 dated 30 August 1932 ("Notification") made pursuant to the Land Code 1926, a piece of land was reserved as cemetery ("Land"). The Notification reads as follows:
"In the exercise of powers vested in him by s 24(i) of "The Land Code , 1926", the Resident of Perak proclaims that parcel of land situated at Bagan Serai, described in the schedule hereto, and delineated upon revenue survey plan no, 9,020, deposited in the office of the Superintendent of Revenue Surveys, Perak, Taiping, to be a reserve for the purpose of a place for interment of the dead of the Chinese Community, to be maintained by Bay Soo Yam and Bee Hup Seng or such other persons as the District officer, Krian, may appoint in writing
[8] Over the passage of time, the Land was eventually possessed and managed by the Association.
[9] By a written Joint Venture Agreement dated 14 April 2006 ("Joint Venture Agreement') made between the Company and the Association, the Company agreed to construct and manage a columbarium on the Land. The salient terms of the Joint Venture Agreement are as follows:
[10] During the course of development and construction of the columbarium, disputes arose between the parties in mid-2018. In this respect, the Association alleged that the Company, in breach of the Joint Venture Agreement, only built 2,400 columbarium lots instead of 10,000 lots.
[11] Additionally, according to the Association, the Company also failed to make payment of RM174,189.60 as at 4 July 2018 in breach of the Joint Venture Agreement.
[12] As a result, the Association on 20 July 2018 and again on 12 September 2018 served notices of default on the Company pursuant to section 4.01(c) and 6.01 of the Joint Venture Agreement to rectify its breach.
[13] However, in view of the Company's purported inaction, the Association on 13 October 2018 terminated the Joint Venture Agreement pursuant to section 5.1 of the Joint Venture Agreement.
In The High Court
[14] Consequently, the Association on 12 June 2019 initiated civil suit no: AB-22NCVC-14-06/2019 ("Suit") against the Company for breach of contract and claimed for the following reliefs (in Bahasa Malaysia):
"19. Dan Plaintif memohon untuk perintah-perintah, relif-relif dan/atau remedi-remedi berikut:
19.1 Deklarasi bahawa Perjanjian yang bertarikh 14 April 2006 di antara Kwang Kheow Seah dan Defendan (selepas ini dipanggil "Perjanjian Tersebut") telah ditamatkan dan menjadi batal dan tidak sah dan tidak berefek undang-undang pada 14 October 2006 atau pada tarikh lain yang ditentukan atau ditetapkan oleh Mahkamah Mulia ini; atau dalam alternatif, Deklarasi bahawa Perjanji
