JUDGMENT

Leong Wai Hong J:

Introduction

[1] This is a trial heard on 4 April 2025. Oral submissions by counsel were held before me on 14 July 2025 and on 10 September 2025. On conclusion of submissions, I allowed the plaintiff's claim for a refund of RM250,000.00 paid to the defendant under a Share Sale Agreement dated 25 October 2017 ["SSA"].

[2] I ordered a refund for non-fulfilment of Conditions Precedent by the defendant under the SSA with interest and costs. [See SSA in B1 pp 12 - 40].

[3] Under the SSA, the plaintiff had bought the defendant's 15,000 shares ("the said Shares") in a company called Tiara View Housing Development Sdn Bhd ("Tiara View") for RM4 million. The RM250,000.00 was paid to the defendant as a deposit upon signing of the SSA.

[4] I also dismissed the defendant's Counterclaim to keep the deposit of RM250,000.00 and for damages for breach of contract of RM3,750,000.00, interest and costs. [See IP p 33 para 51].

[5] I awarded costs of RM50,000.00 to the plaintiff subject to allocatur.

[6] An appeal was filed by the defendant on 9 October 2025 to the Court of Appeal against my judgment. Another appeal was filed by the defendant on 9 October 2025 to the Court of Appeal against my dismissal of the defendant's Counterclaim. These are my Grounds of Judgment.

Relevant Facts

Parties

[7] The plaintiff is a company with a registered and business address in Selangor.

[8] The defendant is an individual and a shareholder of Tiara View holding the said Shares. The defendant is also a director of Tiara View.

Tiara View Applied To Develop A Mixed Development Project

[9] By a letter dated 7 April 2015, the Terengganu State Government granted to Tiara View an approval to develop a mixed development project on a piece of land known as "Parcel N3" at Muara Utara Area, Kuala Terengganu City Centre (KTCC).

[See:

i. Letter from Unit Perancangan Ekonomi Negeri, Pejabat Setiausaha Kerajaan Terengganu dated 7 April 2015 B1 p 41; and

ii. Development Agreement dated 10 October 2016 between Tiara View and Kerajaan Terengganu B1, pp 163 - 200.]

Premium Payable By Tiara View For Land

[10] The approval was subject to, inter-alia, Tiara View applying for the land from the Kuala Terengganu Land Administrator. [See B1 p 41 para 2.2].

[11] The land was applied for and on 29 March 2018 a sum of RM38,343,139.23 ["Premium"] was imposed by the Kuala Terengganu Land Office on Tiara View being payment for the alienation of the piece of land. ["Alienation Application"] [See letter from Kuala Terengganu Land Administrator/Land Office to Tiara View dated 29 March 2018, B1 p 207].

SSA

[12] By the SSA dated 25 October 2017, the defendant agreed to sell and the plaintiff agreed to purchase the said Shares with the purchase price of RM4,000,000.00. [See B1, pp 12 - 40].

Conditions Precedent

[13] It is not disputed that the SSA is a conditional agreement whereby the parties are required to fulfil the conditions precedent as stated in cl 2.1 of the SSA ["Conditions Precedent"] within six (6) months from the date of the SSA or any other extended time mutually agreed by the parties. [See B1, p 17].

Payment Of Deposit

[14] The plaintiff paid the defendant via the defendant's solicitors Messrs Keh Yen, Ng & Partners ("the defendant's solicitors") RM250,000.00, which is known as "Cash 1" ("the said Cash 1") under cl 3.3.1 of the SSA.

1st EOT Request

[15] On 16 March 2018, the defendant via the defendant's solicitors, requested for a three-month extension of time to procure a new Development Order and to fulfil the Conditions Precedent, ("the 1st EOT Request"). [See the defendant's solicitor's letter dated 16 March 2018 [Bundle B1, p 206].

[16] The plaintiff agreed to grant extension of time to 23 July 2018. [See the plaintiff's solicitors, Messrs Steven Tai, Wong & Partners letter dated 5 April 2018 B1, p 211].

2nd EOT Request

[17] On 20 July 2018, the defendant again via the defendant's solicitors requested for a 2nd extension of time of three months for the fulfilment of the Conditi