JUDGMENT

John Lee Kien How @ Mohd Johan Lee J:

(After Full Trial)

Introduction

[1] The Plaintiff's case began in 2015 when the Plaintiff and her late husband sought to raise funds in light of cash flow constraints faced by the Plaintiff and/or the Plaintiff's late husband.

[2] Through one Subramaniam A/L Paramasivam ("Subramaniam"), a partner in the legal firm of Messrs Adlina, Subra Siti & Partners, the Plaintiff and the Plaintiff's late husband were introduced to one Eddie Thoo and Lau Chan Seng, a director and shareholder of the Defendant and Luxury Merchant Sdn Bhd (hereinafter referred to as "LMSB") respectively.

[3] The Plaintiff and the Defendant later agreed to enter into a Sale and Purchase Agreement dated 15 October 2015 (hereinafter referred to as the "SPA") wherein the Plaintiff had agreed to sell a property held under Geran 3163, Lot 28646, Mukim Kuala Lumpur, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur bearing postal address No 127, Jalan Ma'arof, Bangsar Park, 50100 Kuala Lumpur (hereinafter referred to as "the said Property") to the Defendant for the Purchase Price of RM8,800,000.00 (hereinafter referred to as "Full Purchase Price") with the following additional terms:

(a) The Plaintiff retains the rights to be a tenant, lessee and the right to re-purchase the said Property whereby the Plaintiff shall be entitled to re-purchase the said Property within three years, or such other period mutually agreed by parties from the date of the transfer with an annual appreciation of 4% per annum. The projected sale prices had been set out in cl 6.1

(b) Both parties also agreed to execute a simultaneous Tenancy Agreement of the said Property for the monthly rental of RM36,666.66 only per month, the Defendant being the Landlord and the Plaintiff being the Tenant. (Per cl 2.1 and cl 6.1)

(c) In subsequent to this, the Defendant shall pay RM2,640,000.000 (hereinafter referred to as "the Deposit Sum") to the Plaintiff being the deposit sum, upon the execution of the SPA and the remaining RM6,160,000.00 (hereinafter referred to as "Balance Purchase Price") shall be paid or caused to be paid within two (2) months from the date of completion of the SPA with the option to extend.

[4] The aforementioned transaction of the SPA was then carried out by the Defendant's solicitors, Messrs Adlina, Subra Siti & Partners.

The Dispute

[5] The main issue in dispute in the instant case is on the payment of the Full Purchase Price of the said Property.

[6] The Plaintiff alleged that the Defendant had failed to make any payments to the Plaintiff in respect of the said transaction. Despite the non-payments, the transaction of the SPA had been fully executed and transferred by the Defendant. In fact, a Hong Leong Bank Draft and a Hong Leong Bank Cheque (hereinafter referred to as "the said Two Payments") had been returned on 20 October 2015 and 30 October 2015 respectively to the Defendant's inter-related company, LMSB at Lau San Cheng's request.

[7] The Defendant then contended that the Plaintiff has failed to prove that the Defendant had authorized the Plaintiff to refund the said Two Payments to LMSB. The Defendant further contended that there is no evidence to prove that Lau San Cheng had authorized the refund of the said Two Payments.

[8] Meanwhile, in the counterclaim, the Defendant sought damages against the Plaintiff for an alleged misrepresentation on the category of land of the said Property which had purportedly caused a loss of profit to the Defendant.

[9] The Plaintiff argued that the Plaintiff had never misrepresented any facts to the Defendant. In fact, the Defendant could have visited the said Property and be aware that the said Property is located at a commercial area.

[10] The Defendant also argued that the Tenancy Agreement dated 15 September 2015 (hereinafter refer to as "Tenancy Agreement") entered between the Defendant, being the Landlord and the Plaintiff, being the Tenant, had demonstrated the Defendant as the proprietor o