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2024 MarsdenLR 3195
COURT OF APPEAL PUTRAJAYA
LEE KWEE FOH SDN BHD – Appellant
Versus
LOKE KOOI CHUAN PROPERTIES SDN BHD & ANOR – Respondent
[Civil Appeal No: A-01(NCvC)(W)-490-07/2022]
A party cannot adopt inconsistent positions in different legal proceedings, and estoppel principles apply to bar claims based on such inconsistencies.
Headnote:(A) National Land Code 1965 – Section 360(2)(1) and (b) – Evidence Act 1950 – Section 73(1) – Appeal against dismissal of Counter Claim for restitution of land – Appellant contended that transfers were void due to lack of authority during Members' Voluntary Liquidation – Court found Appellant's inconsistent positions barred by estoppel principles – No evidence of invalidity of transactions presented – Appeal dismissed. (Paras 35-64)
(B) Estoppel – Judicial and equitable estoppel – Appellant's inconsistent positions in previous proceedings led to application of estoppel principles, preventing it from asserting the invalidity of the sale and purchase agreement. (Paras 30-33)
Facts of the case: The Appellant sold 22 lots of land to R1 in 1978 under a sale and purchase agreement, later claiming the transfers were void due to alleged lack of authority during liquidation. R1 contended that the Appellant had previously confirmed the validity of the agreement in other legal proceedings.
Findings of Court: The learned JC found that the Appellant's claims were barred by estoppel and that the evidence did not support the assertion of invalidity of the transactions.
Issues: The main issues were the validity of the sale and purchase agreement and the applicability of estoppel principles due to the Appellant's inconsistent positions in prior legal actions.
Ratio Decidendi: The court ruled that the Appellant could not adopt inconsistent positions in different proceedings, and the evidence did not support the claim of invalidity of the sale and purchase agreement.
Result: Appeal dismissed with costs.
JUDGMENT
(A) Introduction
[1] The First Respondent (the Plaintiff in the High Court), filed a suit against the Appellant (First Defendant) and the Second Respondent (Second Defendant) together with two other parties (who are not parties in this Appeal) at the Ipoh High Court ("the Main Action").
[2] By way of the Main Action, the First Respondent ("RT') sought for prayers that it be registered as the owner to two pieces of land held under Geran 133275 Lot 5334 ("Lot 5334") and under Geran 135778 Lot 1054 ("Lot 1054") in Mukim Lumut, Daerah Manjung, Perak, and that a Court Order dated 3 November 2010 in respect of Lot 5334 and Lot 1054 be set aside.
[3] After having filed its Defence to the Main Action, the Appellant later obtained leave on 23 October 2020 to file a Counter Claim against R1.
[4] R1 subsequently withdrew the Main Action when it was set down for trial.
[5] The Appellant however, continued with the Counter Claim.
[6] After a full trial, the High Court dismissed the Appellant's Counter Claim on 22 June 2022.
[7] The Appellant has thus filed this Appeal against the dismissal of its Counter Claim by the High Court.
(B) Background Facts
[8] The pertinent background facts in summary, that led to the current state of affairs, commenced when the Appellant entered into a sale and purchase agreement dated 12 January 1977 ("SPA") pursuant to which the Appellant sold 22 lots of land at the purchase price of RM934,513.44 to R1.
[9] R1 paid the last and final tranche of the purchase price under the said Agreement to the Appellant via a letter dated 29 April 1978 issued by the solicitors of R1.
[10] The said 22 lots of land were transferred by the Appellant to the R1 vide two memorandum of transfers (Borang 14A) executed on 2 November 1978 and 8 November 1978 respectively.
[11] There was an appraiser's report dated 3 July 1976 prepared on lands belonging to the Appellant which included the said 22 lots of land at RM1,102,894.00, and at RM1,121,894.00 with buildings and vehicles thereon.
(C) Parties Contentions
Appellant
[12] The Appellant submitted that it is entitled to the restitution of the 22 lots of lands which were transferred to R1 in 1978 premised on an impugned SPA dated 12 January 1977 and two (2) Memorandums of Transfer dated 2 November 1978 and 8 November 1978 ("MOTs").
[13] The Appellant submitted that the MOT's were not executed by its actual director or the liquidator, submitting further that it was RTs pleaded case that the Appellant was in Members' Voluntary Liquidation ("MVL") during the sale of the said Lands.
[14] The Appellant's are thus contending by reason of the above matters that the MOT's are void or insufficient instruments and the Respondent's title to the 22 lots of land acquired through the same is voidable or defeasible pursuant to s 360(2)(1) and/or (b) of the National Land Code 1965 ("NLC").
[15] The Appellant therefore submitted that the registration of the RTs title pursuant to a forged/insufficient/void instrument excludes such registration from the indefeasibility protection of s 340 NLC.
[16] In support they cited the cases of Tai Thong Flower Nursery Sdn Bhd v. Master Pyrodor Sdn Bhd, [2014] 6 MLJ 341, CA at para 55 and 56 and Tiagaraja Palaniandy v. Moganadas Maniam & Anor; [2011] 7 MLJ 326; [2011] 4 CLJ 215, respectively.
First Respondent ("R1")
[17] R1 commenced its assault on the Appellant's case by contending that the Appellant had adopted inconsistent positions in its pleadings in the Counter Claim.
[18] R1 submitted that on the one hand, the Appellant had pleaded it was never in MVL, while on the other hand, the Appellant pleaded that the SPA and the MOT's, Forms14A, are null and void because they were not executed by the liquidator, but by its directors including one Lee Nyan Chong (whom the Appellant averred to be a fraudster) as it was in MVL then.
[19] R1 also descended into a brief history of legal proceedings in order to demonstrate the inconsistency of the stand taken
