YEOH KENG TAT v SL LAND SDN BHD

Case Significance

Illustrates the primacy of clear written contractual terms over an alleged oral waiver founded on a personal relationship, and appellate restraint in reviewing a trial court's findings of fact.

This High Court decision at Shah Alam concerns an appeal from the Sessions Court in a dispute over a differential sum said to be payable under sale and purchase agreements for twelve commercial units, and it turns on whether an alleged oral waiver could override the clear written terms of the contracts. The respondent, a property development and investment company, had entered into twelve sale and purchase agreements with the appellant for twelve commercial shop parcels in a project in Nilai, Negeri Sembilan, the agreements being identical in their terms save for the prices and unit details. The appellant, who was related to the company's former directors, resisted payment of the differential sum by contending that, given a close personal relationship between the parties at the material time, there had arisen an oral understanding that the differential sum would be waived. The respondent denied any such agreement and insisted that the written terms of the contracts were clear, binding and enforceable. After a full trial the Sessions Court accepted the respondent's position and entered judgment in its favour, and the appellant appealed, alleging errors of law and of fact. The overriding issue on appeal was whether the respondent was entitled to the reliefs claimed in its amended statement of claim and whether the appeal should be dismissed. The court, having afforded the parties a fresh opportunity to be heard and applying the principle that an appellate court will not lightly disturb the findings of a trial court that has heard the evidence, found no cogent or justifiable reason to depart from the Sessions Court's findings and conclusion. It held that the written terms governed and that the alleged oral waiver did not displace them, affirmed the decision of the Sessions Court, and dismissed the appeal with costs of RM30,000.00 payable by the appellant to the respondent. The judgment is a useful illustration of the primacy of clear written contractual terms over an alleged oral waiver founded on a personal relationship, and of appellate restraint in reviewing a trial court's findings.