TECT HUAT DEVELOPMENT SDN BHD v 1. ) GOH CHENG HUAT 2. ) GOH CHENG HUAY 3. ) GOH CHING CHAI 4. ) GOH CHING ENG 5. ) GOH CHING SEONG

b-02ncvcw-352-03-2024 Court of Appeal (Mahkamah Rayuan) 4 May 2025 • B-02(NCvC)(W)-352-03/2024 • 16 min read

6 cases cited (0 SG, 6 foreign)

Outcome

| P a g e [24] In the circumstances, we find merits in Appeal 353 and the appeal is allowed and the High Court Order dated 29 January 2024, to the extent where it ordered the Defendants to pay RM421,113.25 to the Plaintiff and upon such payment the 25 individual titles are to be released to the Defendants, is hereby set aside. We make a Consequential Order that the sum of RM421,113.25 with all interest accrued thereon, presently held by the Defendants solicitors Messrs.

Quoted verbatim from the judgment of Court of Appeal (Mahkamah Rayuan) (b-02ncvcw-352-03-2024). Read the full judgment on the official Malaysia Courts portal for the complete decision.

Catchwords

Breach of contract - Unlawful termination of the Joint Venture Agreement dated 24.03.2014 and Supplementary Agreement dated 13.09.2018 - The central issue is whether there was a valid extension of time of 30 months and this turns on whether D4 had “ostensible” authority to sign the SA which was signed and sent to the Plaintiff via WhatsApp on 29 November 2018. The SA was given to D4 at the meeting on 13 September 2018. It is clear from the evidence that D4 did take it back and discussed the issue of extension with his siblings (the other co-owners) and when he was asked to sign and return the SA, he did so via WhatsApp. D4 also encashed the Plaintiff’s cheque for RM10,000.00, which D4 claimed was a “commission”. We also note that during cross-examination, D4 was not very forthright about the payment of RM10,000.00. It is imperative to note that the sum of RM10,000.00 was not even part of the Plaintiff’s pleaded case. - the Plaintiff’s claim was dismissed in toto. There was nothing in the Statement of Claim by way of a plea based on “quantum meruit” or “unjust enrichment” in order for the Court to exercise its discretion to assess damages under these heads - Appeal 353 and the appeal is allowed and the High Court Order dated 29 January 2024, to the extent where it ordered the Defendants to pay RM421,113.25 to the Plaintiff and upon such payment the 25 individual titles are to be released to the Defendants, is hereby set aside. A Consequential Order that the sum of RM421,113.25 with all interest accrued thereon, presently held by the Defendants solicitors Messrs. P. Paramjothy & Co. be forthwith released to the Defendants. All 25 individuals titles i.e. for HS(M) 22601 to HS(M)22626, PT 44606 to PT44630, Mukim Tanjung Dua Belas, Daerah Kuala Langat held by Messrs. Nordin Torji & Partners as stakeholder, be released forthwith to the Defendants solicitors, Messrs. P. Paramjothy & Co.

Practice Areas

Contract Civil Procedure Restitution

Judges (3)

Ahmad Kamal bin Md. Shahid Coram Mohamed Zaini bin Mazlan Coram S. Nantha Balan a/l E.s. Moorthy Delivered

Counsel (9)

Gavin Jayapal Firm P. Paramjothy & Co. Firm Armikayani Binti Amiruddin Counsel Respondent Gavin Jayapal Counsel Appellant Joseph Yeo Counsel Respondent Merissa Ann Augustin Counsel Appellant Paramjothy A/L Pahavan Counsel Respondent Sivanandini Sreegantham Counsel Appellant Varghese Onny Counsel Respondent

Parties (6)

TECT HUAT DEVELOPMENT Sdn Bhd Appellant Goh Cheng Huat Respondent Goh Cheng Huay Respondent Goh Ching Chai Respondent Goh Ching Eng Respondent Goh Ching Seong Respondent

Case Significance

Illustrates that a contracting party asserting an extension of time must prove the signatory's authority to bind the others, and the principle that a monetary order against a defendant cannot stand once the claim that would support it has been dismissed.

This decision of the Court of Appeal disposes of two consolidated appeals arising from a joint-venture dispute between a developer, Tect Huat Development Sdn Bhd, and a group of landowners who were the defendants in the High Court. This appeal (Appeal 352) is the developer's appeal against the dismissal of its claim, which had alleged unlawful termination of a Joint Venture Agreement dated 24 March 2014 and a Supplementary Agreement dated 13 September 2018. The pivotal question was whether there had been a valid extension of time of 30 months to complete the project, and that in turn depended on whether one of the defendants had ostensible authority to sign the Supplementary Agreement — a document handed to him at a meeting and later signed and transmitted to the developer by WhatsApp in November 2018.

The Court of Appeal examined the evidence surrounding the signing and circulation of the Supplementary Agreement and concluded that it did not establish a valid extension of time of 30 months. The developer could not show that the defendant who signed the document had the ostensible authority to bind the other landowners to the extension, so the extension on which the developer's case depended was not made out. Because the developer's claim therefore failed, the Court of Appeal found no merit in Appeal 352 and dismissed it with costs. In the companion appeal it went further, holding that the High Court had erred in assessing damages and ordering the defendants to pay a sum to the developer once the developer's claim had been dismissed, since with the claim gone there was no foundation for a money order and no evidence had been led to support a quantum meruit or an implied term of reimbursement. The judgment illustrates the centrality of authority to bind co-contracting parties, and the principle that no monetary relief can survive the dismissal of the claim that would support it.

Summary

Tect Huat Development, a property developer, challenged the landowners' termination of a joint venture agreement for residential and commercial development in Kuala Langat, claiming one co-owner had granted an extension of time via WhatsApp. The Court of Appeal dismissed the developer's appeal, finding that the co-owner lacked ostensible authority to bind all five landowners. The landowners' cross-appeal was allowed, setting aside a RM421,113.25 payment order and ordering release of all 25 individual land titles to them.

Why was the developer's appeal dismissed?

The developer's claim depended on there having been a valid 30-month extension of time, which turned on whether the defendant who signed the Supplementary Agreement had ostensible authority to bind the other landowners. The Court of Appeal found the evidence did not establish such authority or a valid extension, so the claim failed and Appeal 352 was dismissed with costs.

What did the court say about the money order the High Court had made?

In the companion appeal the court held that once the developer's claim was dismissed there was no basis for ordering the defendants to pay it any sum; that order was a nullity because no evidence had been led to support a quantum meruit or an implied term of reimbursement. Monetary relief could not survive the dismissal of the claim that would have supported it.

Cases Cited (6)

MY (6)

[1996] 3 MLJ 94 [2006] 1 MLJ 617 [2009] MLJU 1039 [2010] 1 CLJ 665 [2010] 2 AMR 590 [2016] 10 CLJ 112

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (b-02ncvcw-352-03-2024)