YHL CONSULTING GROUP SDN BHD v 1. ) LOW KIM LENG 2. ) PER GUAT HEONG

Case Significance

Illustrates the grant of specific performance of a binding agreement to sell land where a vendor resiles after receiving a deposit, and the court's use of ancillary injunctive relief to preserve the purchaser's caveat pending completion.

This High Court decision at Shah Alam concerns a dispute over an aborted sale and purchase of a residential property negotiated through a property agent. The plaintiff, YHL Consulting Group Sdn Bhd, had agreed to purchase the property, held by the two defendants as registered co-proprietors, at RM1.3 million under an Agreement to Purchase dated 11 September 2021, and had paid a deposit pursuant to that agreement. The defendants subsequently declined to proceed with the transaction and sought to sell the property at a higher price, and it was this change of position that gave rise to the suit. The agreed issues for trial included whether the Agreement to Purchase at the agreed price was a valid and enforceable contract binding on the parties, whether the first defendant had actual or implied authority to enter into the agreement on behalf of the second defendant, whether the second defendant's conduct amounted to an authorisation or representation to that effect, and whether the defendants were entitled to refuse to proceed after the deposit had been paid. The court, per Noor Hayati binti Haji Mat J, held that the Agreement to Purchase for the sale of the property at RM1.3 million was a valid and enforceable contract binding on the parties, and that the defendants' refusal to proceed was unjustified and constituted a failure to comply with the agreed terms. The court accordingly allowed the plaintiff's claim in part and granted an order of specific performance compelling the defendants to complete the sale, with the Deputy Registrar or Senior Assistant Registrar authorised to execute the necessary documents on their behalf if they failed to comply, together with an injunction restraining the defendants from removing the plaintiff's private caveat or dealing with the property pending completion. Costs of RM15,000 were awarded to the plaintiff, and the defendants' counterclaim concerning the caveat was dismissed. The judgment is a useful illustration of specific performance of a binding agreement to sell land where a vendor resiles after receiving a deposit.