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2024 MarsdenLR 2021
HIGH COURT MALAYA MUAR
TACON DEVELOPMENT SDN BHD – Appellant
Versus
ANG CHIN SIONG & ORS (ENCLS 12 & 14) – Respondent
[Suit No: JB-22NCC-6-04/2022]
The court upheld various estoppel doctrines, ruling the Plaintiff was barred from relitigating claims of conspiracy due to admissions in prior civil actions.
Headnote:(A) Civil Procedure - Striking Out Pleadings - The court considered the principles governing the striking out of pleadings as established in various cases - The Plaintiff alleged conspiracy by Defendants regarding condominium units, but was found estopped due to previous civil actions - The court found no basis for the claims made by the Plaintiff. (Paras 42-100)
(B) Estoppel - Various forms of estoppel including judicial, issue, collateral, and equitable estoppel were discussed, preventing the Plaintiff from relitigating claims already adjudicated in prior civil actions. (Paras 71-95)
Facts of the case:
The Plaintiff, a condominium developer, alleged conspiracy by Defendants regarding nine units, while Defendants claimed Plaintiff was estopped due to prior settlements and admissions. (Paras 1-40)
Findings of Court:
The Settlement Agreement was affirmed by the Plaintiff in previous actions, thus estopping them from claiming conspiracy now. (Paras 57-96)
Issues: The court addressed whether the Plaintiff could relitigate claims of conspiracy after previous judgments and the applicability of various estoppels. (Paras 64-70)
Ratio Decidendi: The court ruled that the Plaintiff's previous admissions and the existence of prior judgments barred the current claims based on estoppel principles. (Paras 71-95)
Result: The Plaintiff's claim against all Defendants was struck off. (Paras 98-100)
JUDGMENT
Introduction
[1] Plaintiff alleges Defendants conspired to cause losses to them in respect of nine (9) units of condominium in a project developed by Plaintiff in Batu Pahat, Johor.
[2] Whereas the 1st to 8th Defendants contend Plaintiff received consideration for these nine (9) units and based on three (3) previous civil actions against Plaintiff, Plaintiff is estopped from bringing this claim against them now.
[3] Whereas the 9th and 10th Defendants deny that they are co-conspirators just because they were involved in the preparation of a Settlement Agreement and represented the other Defendants in previous civil actions against the Plaintiff.
[4] The 1st to 8th Defendants applied to strike out the Plaintiff's claim in encl 14. Whereas the 9th and 10th Defendants applied to strike out Plaintiff's claim in encl 12.
[5] I heard both the applications together and this is my judgment for both the applications.
Background Facts
[6] The Plaintiff was the developer of a condominium project known as The Horizon Sky Villa in Batu Pahat, Johor ("project").
[7] At the onset, one Tee Boon Tiong and Luo Wei were shareholders and directors of the Plaintiff.
[8] Plaintiff and Tee Boon Tiong invited the 1st Defendant to invest in the project in consideration of the Plaintiff agreeing to transfer 8 units of condominium known as units #01-02, #02-03, #02-03A, #03A-01, #03A-02, #05-01, #05-03 and #07-03 The Horizon Sky Villa, No 2, Jalan Persiaran Gemilang Taman Banang Jaya, 83000 Batu Pahat, Johor to the 1st Defendant and or his nominees.
[9] As security for the monies invested by the 1st Defendant, the shares in the Plaintiff held by Tee Boon Tiong and Luo Wei were to be transferred to the 1st Defendant on condition it would be transferred back to them upon issuance of strata titles for the 8 units of the condominium.
[10] Tee Boon Tiong and Luo Wei transferred the shares to the 1st and 2nd Defendants as a security for the monies invested by the 1st Defendant.
[11] This caused the 1st and 2nd Defendants to have full control of Plaintiff by owning the entire shareholding in Plaintiff between 15 August 2012 to 14 September 2015.
[12] According to Plaintiff, in essence, it was the 1st Defendant who had absolute control of the company and he asked the directors to resign.
[13] Luo Wei ceased to be a director. The 1st, 2nd and 3rd Defendants together with Tee Boon Tiong were appointed as directors of the Plaintiff.
[14] Plaintiff pleads the 1st, 2nd and 3rd Defendants had manipulated, induced and instructed Tee Boon Tiong to pass a resolution to appoint the 1st Defendant as the sole signatory to the Plaintiff's cheque for its account with UOB Bank and to execute all documents pertaining to any sale and purchase of the Plaintiff's assets.
[15] Plaintiff claims that the transfer of shares to the 1st and 2nd Defendant was without any consideration and in essence a conspiracy to take full control of Plaintiff to acquire the company's assets and monies.
[16] The shares transferred to the 1st and 2nd Defendants were eventually transferred back to Tee Boon Tiong and Luo Wei.
[17] The 1st, 4th, 5th, 6th and 7th Defendants were the ones who received the transfers of the condominium during the period when the 1st, 2nd and 3rd Defendants had full control of Plaintiff.
[18] Details of the Sale and Purchase Agreements entered into between Plaintiff and these Defendants in respect of the nine (9) units of condominium are set out below:
[19] Two (2) units of the condominiums were Bumiputra lots ie #02-03A and #07-03.
[20] Plaintiff pleads the 2nd, 3rd, 4th, 5th, 6th, 7th, 8th and 9th Defendants are the 1st Defendant's associates. According to the Plaintiff, the 1st Defendant is the mastermind behind the conspiracy to have the 9 units of the condominium transferred to his associates and the 2nd and 3rd Defendants followed his instructions at all times.
[21] The 1st Defendant is also the major shareholder in the 7th Defendant and 8th Defendant companies.
