JUDGMENT

Noradura Hamzah JC:

Introduction

[1] This is the plaintiff's claim for specific performance and payment of the balance purchase price together with late payment charges arising from a Sale and Purchase Agreement ("SPA") dated 1 November 2017 for a commercial property known as Parcel No F- 05-02 at the development known as "Laman Damai Empat, Forest City" in Johor Bahru. The defendant has counterclaimed for a declaration that the SPA has been terminated and for a refund of monies paid.

[2] The trial was conducted on 22 December 2025 and 23 December 2025 with one witness for each party as follows:

[3] Parties filed their written submissions and bundle of authorities and orally submitted before this court on 10 February 2026, and the court now delivers its decision.

Background

[4] The material facts of this case, as established by the evidence at trial, are largely undisputed. They are set out chronologically below.

[5] The Plaintiff, Country Garden Pacificview Sdn Bhd, is a licensed housing developer under the Housing Development (Control and Licensing) Act 1966 [Act 118]. The defendant, Limkokwing University of Creative Technology International Sdn Bhd, is the purchaser under the SPA.

[6] The SPA is a statutory Schedule H agreement prescribed under the Housing Development (Control and Licensing) Regulations 1989 ("HD Regulations 1989"). This is significant because the terms of the SPA are not freely negotiated between the parties but are prescribed by law. Any interpretation of the SPA must therefore be considered within this statutory framework.

[7] On 1 November 2017, The defendant entered into the SPA with the plaintiff for the purchase of Parcel No F-05-02 at Forest City for a purchase price of RM2,792,641.00. The SPA was executed on behalf of The defendant by the late Tan Sri Lim Kok Wing and his son Dato' Sri Lim Kok Wing Jr.

[8] Between July 2017 and 12 June 2019, The defendant made six payments totalling RM1,257,008.95, representing approximately 45% of the purchase price. The Defendant's last payment was made on 12 June 2019. Thereafter, no further payments were made by The defendant.

[9] The Plaintiff completed the construction of the property and obtained the Certificate of Completion and Compliance ("CCC") on 12 August 2019. The approval of the Housing Controller was obtained on 23 August 2019. The Plaintiff then issued the Notice of Delivery of Vacant Possession on 3 September 2019.

[10] Under cl 27(3) of the SPA, where the purchaser fails to take vacant possession within 30 days of the Notice, vacant possession is deemed to have been delivered. The Defendant did not take possession. Accordingly, The defendant is deemed to have taken vacant possession on 3 October 2019.

[11] This court pauses here to note a critical fact that The defendant's last payment was made on 12 June 2019, just three months before the Notice of Vacant Possession was issued. This is significant because it demonstrates that The defendant was still actively performing its payment obligations under the SPA well into 2019. The decision to stop paying appears to have been a commercial decision, not one prompted by any breach or default on the part of the plaintiff.

[12] Following the deemed delivery of vacant possession, the plaintiff issued progress billings dated 3 September 2019, demanding payment of the balance purchase price of RM1,396,000.00 with a due date of 8 October 2019. The defendant did not pay.

[13] On 21 April 2021, the plaintiff issued a default letter to The defendant demanding payment of the outstanding sums. No payment was forthcoming. A formal Letter of Demand was issued by the plaintiff's solicitors on 26 November 2021, claiming the total sum of RM1,722,316.38 (comprising the balance purchase price and late payment charges calculated at 10% per annum under cl 10(1) of the SPA, as at 14 November 2021).

[14] On 7 December 2021, The defendant, through its solicitors, issued a notice purporting to terminate the SPA. The reason cited was "