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2025 MarsdenLR 3888
COURT OF APPEAL PUTRAJAYA
LAU TIAN BOON – Appellant
Versus
MAJESTIC MEMORIAL PARK (BS) SDN BHD – Respondent
[Civil Appeal No: A-02(NCvC)(W)-2061-10/2022]
The court established that a community association lacks legal standing to enter into a Joint Venture Agreement for land reserved for cemetery purposes, rendering the agreement void.
Headnote:(A) Land Code 1926 - Section 24(i) - National Land Code 1965 - Sections 42, 52 - Contracts Act 1950 - Section 57 - Dispute over vacant possession of land for columbarium development - The plaintiff, a community association, lacked legal capacity to enter into a Joint Venture Agreement for land reserved for cemetery use, rendering the agreement void. The defendant company’s counterclaim was also dismissed due to the absence of a cross appeal. (Paras 18, 24, 34, 39)
(B) Joint Venture Agreement - Legal Capacity - The court found that the plaintiff had no ownership or legal standing to enter into the Joint Venture Agreement, as the land was reserved for cemetery purposes by the State Authority. (Paras 26, 34)
Facts of the case:
The plaintiff claimed vacant possession of land reserved as a cemetery, alleging breach of a Joint Venture Agreement with the defendant company, which had constructed a columbarium. The defendant counterclaimed for damages, asserting that the plaintiff's claims were baseless and that the plaintiff had no legal right to the land. (Paras 10-12, 15-16)
Findings of Court:
The High Court judge dismissed both parties’ claims, ruling that the plaintiff had no locus standi to enter the Joint Venture Agreement, and thus the agreement was void. The defendant’s counterclaim was dismissed as well due to lack of a cross appeal. (Paras 18, 39)
Issues: The main issues were whether the plaintiff had the legal capacity to enter into the Joint Venture Agreement and the implications of the land being reserved for cemetery purposes. (Paras 24, 34)
Ratio Decidendi: The court held that the Joint Venture Agreement was void as the plaintiff lacked legal authority to enter into it, as the land was reserved for cemetery use by the State Authority. The court emphasized that an agreement to perform an impossible act is void under the Contracts Act. (Paras 34-35)
Result: Appeal dismissed, with costs awarded to the defendant.
| Table of Content |
|---|
| 1. appeal regarding land possession dispute. (Para 1 , 2 , 3 , 4 , 5 , 6) |
| 2. background of land management and agreements. (Para 7 , 8 , 9 , 10 , 11 , 12 , 13) |
| 3. parties' claims and defenses in court. (Para 14 , 15 , 16 , 17) |
| 4. court's analysis on legal capacity and land ownership. (Para 18 , 20 , 21 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36 , 38) |
| 5. principles of appellate intervention. (Para 22 , 23 , 37) |
Introduction
[1] This is an appeal in respect of a dispute over the failure to deliver vacant possession of land for purposes of the development of a columbarium.
[2] The Appellant, who is the plaintiff in the High Court is the secretary and representative of the Kwang Keow Seah Association, Bagan Serai, Krian ("Association").
[3] The Respondent, who is the defendant in the High Court is a private limited company involved in the development and construction of memorial parks as well as providing funeral and interment services ("Company").
[4] We heard the appeal on 14 November 2024 and 24 February 2025.
[5] We thereafter adjourned our decision to deliberate on the intricate issue of the land rights where the columbarium is situated. This is determinative of the appeal here.
[6] Now having so deliberated, we give our unanimous decision below together with the supporting reasons.
Background
[7] By a gazette notification no 6754 dated 30 August 1932 ("Notification") made pursuant to the Land Code 1926 , a piece of land was reserved as cemetery ("Land"). The Notification reads as follows:
"In the exercise of powers vested in him by s 24(i) of "The Land Code, 1926", the Resident of Perak proclaims that parcel of land situated at Bagan Serai, described in the schedule hereto, and delineated upon revenue survey plan no, 9,020, deposited in the office of the Superintendent of Revenue Surveys, Perak, Taiping, to be a reserve for the purpose of a place for interment of the dead of the Chinese Community, to be maintained by Bay Soo Yam and Bee Hup Seng or such other persons as the District officer, Krian, may appoint in writing
[8] Over the passage of time, the Land was eventually possessed and managed by the Association.
[9] By a written Joint Venture Agreement dated 14 April 2006 ("Joint Venture Agreement') made between the Company and the Association, the Company agreed to construct and manage a columbarium on the Land. The salient terms of the Joint Venture Agreement are as follows:
[10] During the course of development and construction of the columbarium, disputes arose between the parties in mid-2018. In this respect, the Association alleged that the Company, in breach of the Joint Venture Agreement, only built 2,400 columbarium lots instead of 10,000 lots.
[11] Additionally, according to the Association, the Company also failed to make payment of RM174,189.60 as at 4 July 2018 in breach of the Joint Venture Agreement.
[12] As a result, the Association on 20 July 2018 and again on 12 September 2018 served notices of default on the Company pursuant to section 4.01(c) and 6.01 of the Joint Venture Agreement to rectify its breach.
[13] However, in view of the Company's purported inaction, the Association on 13 October 2018 terminated the Joint Venture Agreement pursuant to section 5.1 of the Joint Venture Agreement.
In The High Court
[14] Consequently, the Association on 12 June 2019 initiated civil suit no: AB-22NCVC-14-06/2019 ("Suit") against the Company for breach of contract and claimed for the following reliefs (in Bahasa Malaysia):
"19. Dan Plaintif memohon untuk perintah-perintah, relif-relif dan/atau remedi-remedi berikut:
19.1 Deklarasi bahawa Perjanjian yang bertarikh 14 April 2006 di antara Kwang Kheow Seah dan Defendan (selepas ini dipanggil "Perjanjian Tersebut") telah ditamatkan dan menjadi batal dan tidak sah dan tidak berefek undang-undang pada 14 October 2006 atau pada tarikh lain yang ditentukan atau ditetapkan oleh Mahkamah Mulia ini; atau dalam alternatif, Deklarasi bahawa Pe
