A party to a joint venture may not repudiate its obligations based on its own breach; equitable interests bind subsequent purchasers aware of prior claims.

Headnote:(A) Joint Venture Agreement; Irrevocable Power of Attorney - Validity of agreements - Appeal against dismissal of originating summons seeking declaration that agreements are null and void - Court established that JVA and IPA remain valid, asserting that plaintiff, upon breach, cannot repudiate liabilities and had no right to sell defendant's lots. (Paras 11, 42)

(B) Equity - Constructive trust - Upon project completion, plaintiff became constructive trustee for defendant's lots, which were retained despite unilateral termination attempt by plaintiff - Constructive trust arises from the plaintiff's unconscionable conduct. (Paras 21-24)

(C) Fiduciary duty - Plaintiff owed fiduciary duties to the defendant under JVA, and sale to intervener constituted a breach of such duties. (Paras 25-26)

(D) Court's powers - Inherent powers of the court recognized for consequence orders to prevent injustice; court issued orders against plaintiff and intervener for misconduct regarding sale of lots. (Paras 39-41)

Facts of the case:
Appeal by plaintiff against the High Court's decision dismissing its originating summons challenging the validity of agreements and asserting a breach of contractual obligations. (Paras 1, 2, 6)

Findings of Court:
Court affirmed High Court's dismissal stating that the JVA and IPA were valid, recognizing equitable rights and fiduciary obligations. (Paras 12, 20)

Issues: The validity and enforceability of the Joint Venture Agreement and Irrevocable Power of Attorney amidst allegations of breach by the plaintiff. (Paras 12, 42)

Ratio Decidendi: The agreements remain valid; the plaintiff could not benefit from its own breach; the intervener is not a bona fide purchaser due to knowledge of the prior claim. (Paras 20, 37)

Result: Appeal dismissed with costs, affirming High Court's decision and issuing consequential orders.

EZZEN HEIGHTS SDN BHD vs IKHLAS ABADI SDN BHD; SOO YUH MIAN (INTERVENER) - 2010 MarsdenLR 1266