NOOR AMALIENA BINTI MOHD HAMRAAZS v ABU KASSIM BIN ABD KARIM

Case Significance

Shows how a landowner's exclusivity obligation under a joint-venture agreement is enforced, and relief moulded, where the owner deals with the land in breach after granting repeated extensions of time.

This High Court decision at Shah Alam, delivered by Choong Yeow Choy J, concerns a joint-venture development dispute described in the judgment's opening as a case where, as with all joint ventures, the rights and obligations of the parties were set out in detail with the shared aim of mutually beneficial cooperation. The defendant, the registered owner of the land, entered into a Perjanjian Usahasama (Joint Venture Agreement) dated 23 July 2020 under which the plaintiff was to carry out development on the land, both sides expecting to receive their respective rewards on completion. The venture was not completed within the stipulated period. The defendant terminated the agreement by a notice dated 16 June 2022 on the ground of delay, while the plaintiff maintained that the termination was invalid and commenced this action seeking various reliefs, including declarations and specific performance requiring transfer of certain lots.

The agreed issues for trial included whether the defendant was entitled to issue the termination notice for delay, given that several extensions of time had been granted; whether time was of the essence of the agreement in circumstances where the defendant had repeatedly allowed extensions; and whether the plaintiff was entitled to declarations and orders for specific performance compelling transfer of the identified plots. The Court also examined a clause under which, so long as the investor was not in material default and was ready, able and willing to comply, the landowner would not permit any other person to develop the land.

The Court found that, notwithstanding that clear obligation, the defendant had proceeded to sell and transfer the subdivided lots. On the whole of the evidence, the Court allowed the plaintiff's application in respect of the reliefs in paragraphs (a), (b) and (c) of the amended writ, and dismissed the reliefs sought in paragraphs (d), (e) and (f). The defendant was ordered to pay costs of RM30,000 to the plaintiff. The judgment is a useful illustration of how the courts treat a landowner's exclusivity obligation and the availability of relief where the owner has dealt with the land in breach of a joint-venture agreement despite having granted repeated extensions of time.