JUDGMENT

John Lee Kien How @ Mohd Johan Lee J:

Introduction

[1] A seemingly straightforward commercial tenancy in Guar Cempedak, Kedah, has become the battleground for a high-stakes legal dispute as this appeal challenges the very foundation of a landlord's right to terminate a tenancy agreement, questioning whether the respondent's actions have unlawfully deprived the appellant of their rightful occupation of the property.

Brief Facts Of The Case

[2] The respondent owned a specific commercial property with the address of No 2, Ground Floor, Guar Utama Business Complex (or Kompleks Perniagaan Guar Utama), Jalan Guar Utama 1, 08800, Guar Cempedak, Kedah Darul Aman ("the Premise").

[3] The relationship between the appellant and the respondent began with the first Tenancy Agreement dated 29 January 2019 ("the First Tenancy Agreement"), which leased the Premise from the respondent, as the landlord, to the appellant as the tenant. The First Tenancy Agreement spanned three years, commencing from 23 February 2019 to 22 February 2022, with a fixed rental rate of RM3,000.00 per month.

[4] Subsequently, both the appellant and the respondent executed a Second Term Tenancy Agreement dated 24 February 2022 ("the Second Tenancy Agreement"), extending the lease for another three years, specifically from 23 February 2022 to 22 February 2025, with the rental rate fixed at RM3,300.00 per month.

[5] The dispute escalated when the respondent communicated via a Non-Renewal Agreement Notice (SH2-GF) dated 18 September 2023 ("the Non-Renewal Notice") to the appellant, that the Second Tenancy Agreement would not be renewed upon its expiration on 22 February 2025.

[6] Then, about a month later, on 29 October 2023, the appellant's previous solicitors responded by a letter ("Notice to Extend") to the Notice of Non-Renewal informing the respondent of the following:

a) That the appellant has no intention of early termination of the Second Tenancy Agreement;

b) That the appellant will go through the full duration of the Second Term Tenancy;

c) That the appellant intends to extend the tenancy period of 3 years subject to a new tenancy agreement; and

d) That the appellant seeks the indulgence of the respondent to consider giving the appellant a first right of refusal/pre-emption to purchase the Premise.

[7] Later, in or around November, the respondent received an offer from a buyer who was interested in purchasing the Premise from the respondent. And pursuant to that offer, the respondent and the buyer entered into a Sale & Purchase Agreement dated 4 January 2024 ("the SPA").

[8] However, before entering into the SPA, the respondent duly served the appellant a 3 months' Notice of Termination dated 14 November 2023 ("the Notice of Termination").

[9] The notice of termination invoked cl 5 Of The Second Schedule of the Second Term Tenancy ("cl 5"), informed the appellant that the notice period would commence from 1 December 2023, and mandated the appellant to deliver vacant possession by 29 February 2024, promising to refund deposits upon handover.

[10] The appellant, however, refused to comply with the Notice of Termination, maintaining that the termination was wrongful and subsequently breached the Second Tenancy Agreement by continuing to occupy and operate the Premise without authorization after 29 February 2024.

[11] The respondent first initiated legal action via Originating Summons (OS) in the High Court , but following the appellant's successful jurisdictional challenge on 4 September 2024, the claims were correctly moved to the Sessions Court .

[12] The respondent then filed a new suit (OS No: KA-A54-8-09/2024) ("Suit A54"), which eventually included an amended Originating Summons ("the Amended OS") (encl 8). The Learned Sessions Court Judge ("LSJ") ultimately delivered a decision on 3 February 2025, granting the respondent the declaration that the tenancy was terminated on 29 February 2024, ordering vacant possession, and awarding double rent (RM6,600.00 per month)