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JUDGMENT
[1] This is a claim by the plaintiff ('P') based on two Sale and Purchase Agreements ('SPAs') both dated 16 January 2007 for the purchase by the plaintiff from the 1st defendant ('D1') of two units of shop lots in a development known as "Putra Walk at Bandar Putra Permai" ('Putra Walk'). In essence, P alleged fraud against D1 and lack of bona fide on the part of the 2nd defendant ('D2').
Agreed Facts
[2] The parties have agreed to the following material facts:
"(1) The plaintiff is a company incorporated in Malaysia under the
Companies Act 1965 with its registered address at No 17, Jalan Awan Kuning 1, Overseas Union Garden, 58200 Kuala Lumpur.(2) The 1st defendant is a company incorporated in Malaysia under the
Companies Act 1965 with its registered office at Lot 1282, Jalan Bukit Kemuning, Sek 32, 40460 Shah Alam, Selangor Darul Ehsan.(3) The 2nd defendant is the Joint Management Body of Putra Walk with its address at D-1-2, Block D, Putra Walk, Jalan PP25, Taman Pinggiran Putra, Sek 2, Bandar Putra Permai, 43300 Seri Kembangan. The 2nd defendant was incorporated on 13 August 2011.
The Sale and Purchase Agreement
(4) The plaintiff entered into two Sale and Purchase Agreements dated 16 January 2007 with the 1st defendant for the purchase of two units of lots in the Development known as "Putra Walk at Bandar Putra Permai". The units known as Unit A-2 and A3 Putra Walk, Taman Pinggiran Putra, Bandar Putra Permai, 43300 Seri Kembangan, Selangor Darul Ehsan were bought at the purchase price of RM678,000.00 each.
(5) ...
Delivery of vacant possession
(6) When the 1st defendant delivered vacant possession, the 1st defendant vide letter dated 17 December 2009 requested the plaintiff to collect the keys to both lots.
The formation of the 2nd defendant
(7) The 2nd defendant on its formation, issued invoices for payment of maintenance charges for both of the plaintiff's units. The 2nd defendant was duly notified by the plaintiff that both of the shop lots were not stratified units. The 2nd defendant replied vide its letter dated 11 September 2013 that its billing for the maintenance charges was "on the premise that all units will be under strata title."
The Letter from Majlis Perbandaran Subang Jaya (MPSJ) dated 22 October 2015
(8) MPSJ, by a letter dated 22 October 2012, stated that the development was a stratified development. The letter of confirmation by the 1st defendant dated 4 October 2012 that the said development was a stratified development, was also enclosed.
(9) The plaintiff was shocked by this disclosure hence vide letters dated 23 July 2013 and 2 September 2013, it sought clarification from the 1st defendant.
(10) The plaintiff learnt the precise nature of the dispute from the letter dated 22 October 2015 from MPSJ. MPSJ notified the plaintiff that at all times the Development was approved as stratified development ... although numerous queries were directed at it by the plaintiff from the time vacant possession was taken in 2009.
(11) The plaintiff now armed with the true state of facts vide letters dated 13 November 2015 and 17 December 2015 and it demanded the 1st defendant to resolve the maintenance issue with the 2nd defendant.
(12) The 1st defendant vide a letter dated 15 August 2016 notified the plaintiff that the Strata Title has been obtained to both lots and to collect the same from an appointed Solicitor. The plaintiff noted from the said letter that in order to collect the said Strata Titles it would have to settle any arrears for maintenance to the 2nd defendant.
Letter of Demand
(13) The plaintiff vide a letter dated 27 October 2016 from their Solicitors, Messrs Abd Halim Ushah & Associates demanded that the 1st defendant give an explanation on their fraud and to indemnify them for all maintenance charges claimed by the 2nd defendant. A copy of the said letter was sent to the 2nd defendant.
(14) Both defendants failed to respond to the demand.
The lack of bona fides of the 2nd defendant
(15) The plain
