ABDUL AZIZ MOHAMAD, JCA, MOKHTAR SIDIN, J, JAMES FOONG, J
Sou Yong – Appellant
Versus
Yuzin bte Abdullah @ Ho Yuzin – Respondent
| Table of Content |
|---|
| 1. existence of a hand-written letter as an agreement. (Para 1 , 1) |
| 2. appellant seeks declaration and specific performance. (Para 2) |
| 3. respondent's defenses challenge the validity of agreement. (Para 3 , 4 , 5 , 6) |
| 4. testimonies regarding the context of agreement signing. (Para 7 , 8 , 9) |
| 5. completion terms and deposit payment details. (Para 10 , 11 , 12) |
| 6. no representations made regarding refundability. (Para 13 , 14) |
| 7. draft agreement contents and responses from respondent. (Para 15 , 16) |
| 8. conflicting testimonies between parties regarding agreement. (Para 18 , 19 , 21 , 22) |
| 9. trial court's findings related to misrepresentation and drunkenness. (Para 23 , 24) |
| 10. trial court's conclusion on agreement status and contract terms. (Para 26 , 27) |
| 11. appellant's claim for specific performance and trial court's reasoning. (Para 28 , 29 , 30) |
| 12. discussion on conduct and credibility of witnesses. (Para 31 , 32 , 33 , 34) |
| 13. evidence regarding the source of documentation and its implications. (Para 35 , 36 , 37) |
| 14. final remarks on judge's disbelief and non-pleaded defenses. (Para 39 , 40) |
| 15. decision to allow appeal and enforce contract. (Para 41) |
[1]On 6 March 1997, the respondent and the appellant signed a hand-written letter addressed 'To Whom It May Concern'. One Lim Chiu Yong also signed, as�witness. The letter said:
In consideration of the sum in ringgit: Twenty-two thousand (RM22,000) only representing the ten percentum of the selling price for the piece of agriculture land, known as Lot 1748 [2006] 4 MLJ 209 at 213 (762) in the Mukim of Perak, Daerah Temerloh, State of Pahang. Acreage: 1 ac 3 r 00 p. The�total selling price for the whole piece at ringgit: Two Hundred Twenty Thousand (RM220,000). Balance Amount: Ringgit One Hundred Ninety-Eight Thousand (RM198,000) only.
I namely, YUZIN BTE ABDULLAH K/P 300823–10–5028 residing at No 9, Lorong Tun Ismail, 50480 Kuala. Lumpur do hereby give my IRREVOCABLE CONSENT TO SELL the above mentioned property to MR SOU YONG K/P 3415708.
The duration for the completion of the sale is Three (3) plus 1 month @ 10% interest per annum. The signing of the Sales & Purchase Agreement is to be signed upon the Official Searched [sic] at The Land Office.
Dated this 6th Day in the Month of March, 1997.
Sgd.
YUZIN BTE ABDULLAH
(VENDOR)
Sgd.
SOU YONG
(PURCHASER)
Sgd
LIM CHIU YONG
(WITNESS)
K/P 3141647
We shall refer to this letter as 'the subject letter'.
[2]Because the respondent failed to sign the sale and purchase agreement as envisaged in the last sentence of the subject letter, and contending that the subject letter constituted a binding contract, the appellant, by a writ and statement of claim dated 14 August 1997, sought in the High Court a declaration that the subject letter 'is valid and subsisting' and an order of specific performance of the contract, directing that the respondent 'do enter into a formal sale and purchase agreement and complete the same pursuant to the terms of the (subject letter)'. The appellant also sought damages, which were to be assessed, and interest on them. The dismissal of the appellant's action in the High Court resulted in this appeal. The judgment in the High Court is reported as Sou Yong v Yuzin bte Abdullah 1999 MarsdenLR 1783
[3]The respondent raised several defences in her amended statement of defence. The first defence, in para 2, amounted to a contention that the subject letter did not constitute a 'concluded agreement' but, if it did, 'it was subject to several conditions precedent before a formal written contract could be exchanged' between the parties.
[4]The second defence, in para 3 to 3.6 of the amended statement of defence, purported to be in reliance on s 19 of the Contracts Act 1950 , sub-s (1) of which [2006] 4 MLJ 209 at 214 renders a contract voidable when the consent of the party concerned is caused by coercion, fraud or misrepresentation. The respondent averred that she was induce
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