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

b-02ncvcw-353-03-2024 Court of Appeal (Mahkamah Rayuan) 4 May 2025 • B-02(NCvC)(W)-353-03/2024 • 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-353-03-2024). 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 Appellant Gavin Jayapal Counsel Respondent Joseph Yeo Counsel Appellant Merissa Ann Augustin Counsel Respondent Paramjothy A/L Pahavan Counsel Appellant Sivanandini Sreegantham Counsel Respondent Varghese Onny Counsel Appellant

Parties (6)

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

Case Significance

A clear statement that consequential monetary and proprietary orders cannot outlive the dismissed claim on which they depend: with the developer's claim dismissed, the order requiring the landowners to pay and to obtain their titles only on payment was a nullity and was set aside.

This decision of the Court of Appeal is the companion appeal, heard together with the developer's appeal, in a joint-venture dispute between a developer, Tect Huat Development Sdn Bhd, and a group of landowners. This appeal (Appeal 353) is the landowners' appeal against a part of the High Court's order: although the High Court had dismissed the developer's claim for unlawful termination of the Joint Venture Agreement and Supplementary Agreement, it had nonetheless ordered the landowner-defendants to pay the developer RM421,113.25, and had directed that upon such payment 25 individual land titles held by a firm of solicitors as stakeholder be released to them. The landowners challenged that money order and its consequential title-release condition.

The Court of Appeal allowed the appeal. It reasoned that once the developer's claim had been dismissed — the court having found no valid 30-month extension of time and no authority in the signatory to bind the landowners to the Supplementary Agreement — there was no legal foundation for ordering the landowners to pay any sum to the developer. No evidence had been led on a claim in quantum meruit, and there was nothing in the dealings between the parties to support the inference of an implied term for reimbursement; resort to an omnibus prayer could not fill that gap where the main claim had failed. The order to pay RM421,113.25 with interest was therefore a nullity. The court set that part of the High Court order aside and made a consequential order that the sum of RM421,113.25 together with all accrued interest, then held by the defendants' solicitors, be released forthwith to the landowners, and that all 25 individual titles held by the stakeholder solicitors be released to them. The judgment is a clear statement that consequential monetary and proprietary orders cannot outlive the dismissed claim on which they depend.

Summary

This is the companion appeal to the Tect Huat Development JVA dispute, filed by the five Goh landowners against the developer. The Court of Appeal allowed their appeal, setting aside the High Court's order requiring them to pay RM421,113.25 to the developer before receiving the 25 individual land titles. The court found the developer's claim was properly dismissed and there was no basis for quantum meruit or unjust enrichment as these were not pleaded.

Why did the landowners' appeal succeed?

The High Court had dismissed the developer's claim yet still ordered the landowners to pay it RM421,113.25 and made release of 25 titles contingent on that payment. The Court of Appeal held that with the claim dismissed there was no basis for the money order — no quantum meruit evidence and no implied term of reimbursement — so the order was a nullity, and it allowed the appeal and set that part of the order aside.

What consequential orders did the court make?

The court ordered that the sum of RM421,113.25 with all accrued interest, held by the defendants' solicitors, be released forthwith to the landowners, and that all 25 individual land titles held by the stakeholder solicitors be released to them, giving effect to the setting aside of the High Court's money and title-release order.

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-353-03-2024)