JUDGMENT

Gan Techiong JC:

Introduction

[1] The Plaintiff is obviously a victim of fraud, having paid more than RM2,800,000.00 to purchase land and receiving nothing in return.

[2] The 4th Defendant (a firm of advocates and solicitors) acted for the 1st Defendant and also as stakeholders. All the Defendants had been sued in several civil suits brought by other victims of fraud and were held liable in those cases. The Defendants employed a similar modus operandi and been found liable for conspiracy to defraud, with the 4th Defendant also liable for breach of stakeholder duties. It is safe to mention the said facts because the judgments of the learned judges in those cases had either been upheld by the Court of Appeal or became final due to no appeal being filed, and are in fact reported in the law journals.

[3] As against the 1st Defendant, the issue is whether there was breach of contract. As against all the Defendants, the issue is whether there was a conspiracy to defraud the Plaintiff and additionally, as against only the 4th Defendant, whether they were entrusted to hold a total sum of RM814,342.30 as stakeholders, and if yes, whether they had breached their duties as stakeholders.

[4] After a full trial of this civil suit was held, I decided that judgment ought to be granted in favour of the plaintiff, including against the 4th Defendant. The 4th Defendant is the only party appealing. The details of the judgment granted, together with my reasons in extenso regarding the 4th Defendant, are as set out below.

Background Facts

[5] The 1st Defendant (subsequently wound-up) was the purported owner of land held under H.S.(D) 89073, PT 99589, Mukim Klang ("the said Land").

[6] The 2nd Defendant (Lim Ah Lim) and the 3rd Defendant (Chan Yong Sin) were at all material times directors of the 1st Defendant.

[7] As mentioned above, the 4th Defendant (Messrs. Abdul Aziz Rahim & Co) were acting as solicitors for the 1st Defendant.

[8] The Plaintiff entered into an Agreement to Purchase from the 1st Defendant a part of the said Land which was identified as "Parcel D" ("the said Property"). The agreed purchase price for the said Property was RM7,000,000.00.

[9] In accordance with cl 2 of the Agreement to Purchase, the Plaintiff made payment of deposit in the sum of RM1,000,000.00 to the 1st Defendant by way of two part-payments, as follows:

(i) Public Bank Cheque No 035668 dated 9 November 2011 in the sum of RM140,000.00 (which was paid vide the Plaintiff's Director, Mr Yong Chao Foo @ Yong Jeng, on the Plaintiff's behalf. There is evidence in the Common Bundle of Documents that he was subsequently reimbursed by the Plaintiff on 14 December 2011 via Public Bank Cheque No 089463;

(ii) Public Bank Cheque No 493198 dated 24 November 2011 in the sum of RM860,000.00. The two said payments shall be collectively referred to as "the Plaintiff's Deposit".

[10] The parties executed a formal Sale & Purchase Agreement dated 10 February 2012 ("the SPA") which states the total price is RM7,000,000.00 and the balance RM6,000,000.00 to be paid to 4th Defendant as stakeholders.

[11] The salient terms of the SPA, starting at p 26 of the Common Bundle of Documents marked as "B1", that are relevant to the Plaintiff's claim and the 4th Defendant's defence are as follows:

(a) recital 1: The 1st Defendant is the registered and legal owner of the said Land;

(b) recital 8: The 1st Defendant is represented by the 4th Defendant;

(c) cl 1: The total sale and purchase price for the said Land is RM7,000,000.00;

(d) cl 2.1(c): The balance purchase price of RM6,000,000.00 ("the Balance Purchase Price") shall be payable to the 4th Defendant (who were the 1st Defendant's solicitors) to be held by them as stakeholders, within three (3) months from the 1st Defendant's fulfilment of the Conditions Precedent;

(e) cl 4.1: The Conditions Precedent to be fulfilled by the 1st Defendant in summary are:

(i) to obtain sub-division of title for the said Land duly converted to commercial status;

(ii) to ob