JINGSHI HOLDINGS (M) SDN BHD v TETUAN PATRICK YEOH & COMPANY (sebuah firma)

wa-22ncc-277-06-2022 High Court (Mahkamah Tinggi) 27 October 2024 • WA-22NCC-277-06/2022 • 31 min read
3 cases cited (1 SG, 2 foreign)

Outcome

Accordingly, the Plaintiff’s claim is dismissed with costs to be paid to the Defendant, as the Plaintiff has forfeited the deposit through its failure to complete the agreed purchase of FCG shares.

Quoted verbatim from the judgment of High Court (Mahkamah Tinggi) (wa-22ncc-277-06-2022). Read the full judgment on the official Malaysia Courts portal for the complete decision.

Catchwords

CONTRACT LAW: Stakeholder arrangements – Deposit for share purchase – Nature and characterization of payment – Whether RM1,000,000 constituted conditional stakeholder sum or non-refundable deposit – Whether oral representations regarding refundable stakeholder funds were made – Whether binding agreement for share purchase was concluded – Whether stakeholder obligations arose – Burden of proof in establishing stakeholder relationship RESTITUTION: Money had and received – Unjust enrichment – Recovery of payments – Whether payment made with intention for defendant to receive for own benefit – Whether legal threshold for money had and received claim satisfied – Whether defendant entitled to retain funds under concluded agreement EVIDENCE: Burden of proof – Credibility of witnesses – Documentary evidence versus oral testimony – Whether contemporaneous documents have probative value – Whether witness testimony internally contradictory and unreliable – Whether plaintiff discharged burden of proving case on balance of probabilities – Weight to be accorded to objective documentary evidence versus uncorroborated oral assertions COMMERCIAL LAW: Share purchase agreements – Due diligence obligations – Forfeiture of deposits – Whether failure to complete purchase results in forfeiture – Whether conduct of parties consistent with concluded agreement or exploratory negotiations

Practice Areas

Restitution Commercial Law Contract Evidence

Judges (1)

Atan Mustaffa Yussof Ahmad Delivered

Counsel (5)

Azim, Tunku Farik & Wong Firm Wong Kian Keong Firm Alex Tan Counsel Plaintiff Natalie Law Yen Yue Counsel Plaintiff Wong Hok Mun Counsel Defendant

Parties (2)

JINGSHI HOLDINGS Sdn Bhd Plaintiff TETUAN PATRICK YEOH & COMPANY (sebuah firma) Defendant

Cases Cited (3)

SLR (1)
[1994] 3 SLR(R) 836
MY (2)
[1969] 1 MLJ 236 [2017] 4 MLJ 697

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (wa-22ncc-277-06-2022)