Chang Wei Kiat v Prima Nova Harta Development Sdn Bhd (BA-24NCvC-2326-10/2025)

1.

CHAN YOKE LIM …PLAINTIFFS AND PRIMA NOVA HARTA DEVELOPMENT SDN BHD …DEFENDANT

This matter concerns the Plaintiffs’ Further Amended Originating Summons dated 9.10.2025 (“Enclosure 28”), wherein the Plaintiffs seek declaratory, injunctive and consequential reliefs against the Defendant arising from the Defendant’s alleged failure, as developer and registered proprietor, to facilitate and complete the transfer process in respect of the property known as Parcel No. T119(L)-A1, Cascadia 3C1 & 3C2, Taman Tasik Prima held under 05/06/2026 12:15:12 BA-24NCvC-2326-10/2025 Kand. 41 S/N vBWxcfskUimg/mcgzwyfg strata title PN99511/M1/1/1, Lot 100765, Pekan Puchong Perdana, Selangor (“the said Property”).

The Plaintiffs seek, inter alia:

a declaration that the Defendant bears the legal and/or statutory obligation to obtain the consent to transfer in respect of the said

a declaration that the Defendant is liable to settle any penalty and Bumiputera quota discount repayment imposed by the Lembaga Perumahan dan Hartanah Selangor (“LPHS”);

an order for specific performance compelling the Defendant to take all necessary steps to procure the transfer approval and to execute and deliver Form 14A;

an injunction restraining the Defendant from demanding payment from the Plaintiffs in relation to the LPHS penalty and Bumiputera discount repayment; and

costs.

The Defendant opposed the Plaintiffs’ application and contended that the Plaintiffs were effectively attempting to enlarge and transform their original claim through subsequent amendments, S/N vBWxcfskUimg/mcgzwyfg and further argued that the liabilities sought to be imposed upon the Defendant were neither contractually nor legally sustainable.

Having considered the entirety of the cause papers, affidavits, written submissions and authorities relied upon by parties, this Court allowed Enclosure 28 substantially in terms prayed. These are the Grounds of Judgment.

The material facts are largely undisputed.

The Plaintiffs are the beneficial owners of the said Property.

The Defendant is the developer of the said Property and remains the party possessing the necessary locus, status and authority in relation to the transfer documentation and dealings with the relevant land authorities.

The Plaintiffs subsequently entered into a Sale and Purchase Agreement dated 28.3.2024 with a third-party purchaser for the disposal of the said Property.

The transaction, however, could not be completed due to the absence of approval for the transfer of the said Property. S/N vBWxcfskUimg/mcgzwyfg

The Plaintiffs contend that such failure arose from the Defendant’s refusal and/or failure to:

procure the relevant consent to transfer from the land authority;

settle the LPHS penalty and Bumiputera quota discount repayment imposed in respect of the said Property; and

execute and return the requisite transfer instrument, namely Form 14A.

The Plaintiffs further contend that they only became aware of the Bumiputera quota and discount implications affecting the said Property after the subsequent sale transaction had already been entered into.

The Defendant disputes liability and contends that the obligations alleged by the Plaintiffs either do not arise against the Defendant or improperly seek to enlarge the Defendant’s responsibilities beyond the original scope of the proceedings.

Learned counsel for the Plaintiffs submitted that the Defendant, as licensed housing developer and registered proprietor, bears a statutory obligation pursuant to / to ensure the issuance and transfer of title to purchasers. S/N vBWxcfskUimg/mcgzwyfg

It was submitted that the Defendant’s obligation is not merely passive in nature but requires the Defendant to actively facilitate and complete all processes necessary for the transfer of ownership.

The Plaintiffs argued that the transfer process could not proceed without:

the procurement of consent to transfer;

settlement of LPHS-related requirements; and

execution of Form 14A by the Defendant.

The Plaintiffs contended that the Defendant remains the only party capable of effectively dealing with the relevant authorities and completing the procedural requirements for the transfer.

Learned counsel further submitted that the Defendant cannot evade liability by shifting the burden to the Plaintiffs when the LPHS obligations arose specifically against the Defendant in its capacity as developer.

In support of the amendment process which culminated in Enclosure 28, the Plaintiffs relied heavily on the Federal Court decision in Yamaha Motor Co Ltd v Yamaha Malaysia Sdn Bhd & Ors [1983] 1 MLJ 213. S/N vBWxcfskUimg/mcgzwyfg

The Plaintiffs submitted that the amendments arose from substantially the same facts already pleaded earlier and merely clarified the practical relief necessary to resolve the real dispute between parties.

The Plaintiffs further relied on Kam Hoy Trading v Kam Fatt Tin Mine [1963] MLJ 248 for the proposition that amendments arising from substantially the same facts ought to be permitted.

Learned counsel submitted that the Defendant would suffer no irreparable prejudice as any prejudice could be adequately compensated by costs.

The Plaintiffs therefore prayed for the reliefs sought in Enclosure 28 to be granted in full.

Learned counsel for the Defendant opposed the Plaintiffs’ application on several grounds.

Firstly, the Defendant argued that the Plaintiffs had repeatedly amended their claim and that the present amendments constituted an attempt to repair weaknesses in their case. S/N vBWxcfskUimg/mcgzwyfg

The Defendant submitted that the application was mala fide and amounted to an afterthought.

It was further argued that the Plaintiffs had failed to provide any satisfactory explanation for the delay in seeking the amendments.

Learned counsel relied on Taisho Co Sdn Bhd v Pan Global Equities Bhd & Anor [1999] 1 MLJ 359 for the proposition that unexplained delay may indicate lack of bona fides.

The Defendant further relied on Klass Corp (M) Sdn Bhd lwn Mkrs Management Sdn Bhd [2016] MLJU 1857 to argue that delay and prejudice are not always curable by costs.

The Defendant contended that the amendments introduced entirely new obligations and liabilities against the Defendant, particularly in relation to:

payment of LPHS penalties;

repayment of Bumiputera quota discounts; and

execution of Form 14A.

Learned counsel argued that the original claim primarily concerned consent to transfer, whereas the amended reliefs substantially altered the character of the proceedings. S/N vBWxcfskUimg/mcgzwyfg

The Defendant also relied on Chuah Eng Chang @ Chuah Eng Chong v Paya Trubong Estate Sdn Bhd & Anor [2024] 12 MLJ 347 for the proposition that amendments introducing materially different allegations or claims ought to be refused.

The Defendant submitted that the Plaintiffs were effectively transforming the suit into a substantially different cause of action.

It was further argued that the Defendant should not be made liable for obligations which properly belong to the Plaintiffs as vendors in the subsequent transaction.

Accordingly, the Defendant urged this Court to dismiss the Plaintiffs’ application with costs.

Having considered the pleadings and submissions, this Court identified the following issues for determination:

Whether the Defendant bears the legal and/or statutory obligation to procure consent to transfer for the said Property;

Whether the Defendant is liable for the LPHS penalty and Bumiputera quota discount repayment;

Whether the Plaintiffs are entitled to specific performance compelling the Defendant to execute Form 14A and complete the transfer process; S/N vBWxcfskUimg/mcgzwyfg

Whether the Plaintiffs are entitled to injunctive relief restraining the Defendant from demanding payment from the Plaintiffs; and

Whether the amendments culminating in Enclosure 28 were properly allowed.

The Court begins with the provisions of section 7(j) of the Housing Development (Control and Licensing) Act 1966.

The said provision imposes obligations upon licensed housing developers to ensure the issuance and transfer of title to purchasers.

In the present case, the Defendant remained the entity possessing the legal status and practical authority to deal with the relevant land office and associated authorities.

This Court is of the considered view that section 7(j) must be interpreted purposively to ensure that purchasers and owners are not deprived of meaningful and effective transfer of ownership.

The Court also considered sections 44 and 52 of the Specific Relief Act 1950 relating to specific performance and injunctive relief. S/N vBWxcfskUimg/mcgzwyfg

Specific performance is an equitable remedy generally granted where damages alone are insufficient.

The Court must also consider whether the obligations sought to be enforced are sufficiently certain and capable of performance.

The principles governing amendments are well settled. In Yamaha Motor Co Ltd v Yamaha Malaysia Sdn Bhd & Ors, the Federal Court held: “The general principle is that the Court will allow such amendments as will cause no injustice to the other parties.”

The Federal Court further held that the Court should consider:

whether the application is bona fide;

whether prejudice can be compensated by costs; and

whether the amendment transforms the suit into one of inconsistent character.

Similar principles were reiterated in Kam Hoy Trading v Kam Fatt Tin Mine. S/N vBWxcfskUimg/mcgzwyfg

The central issue in this matter concerns the Defendant’s role and obligations in relation to the transfer process.

The Defendant contends that the Plaintiffs, being vendors in the subsequent transaction, should themselves bear the relevant obligations.

With respect, this Court is unable to agree.

The evidence before the Court demonstrates that the Defendant remains the entity capable of:

dealing with the relevant land office;

satisfying LPHS requirements; and

executing the transfer documentation.

The Court further notes that the LPHS obligations were imposed upon the Defendant in its capacity as developer.

No satisfactory evidence was produced demonstrating that such obligations had been expressly shifted to the Plaintiffs. S/N vBWxcfskUimg/mcgzwyfg

In practical and legal terms, the Plaintiffs are unable to independently complete the transfer process without the Defendant’s active participation.

The Defendant’s obligations are therefore not merely incidental but fundamental to the completion of the transfer process.

Accordingly, this Court finds that the Defendant bears the legal and statutory obligation to procure the consent to transfer.

The next issue concerns liability for the LPHS penalty and Bumiputera quota discount repayment.

The Court notes that such liabilities arose specifically in relation to the development status and Bumiputera quota arrangements associated with the project.

These obligations were imposed against the Defendant as developer.

The Defendant failed to identify any contractual provision clearly transferring such obligations to the Plaintiffs. S/N vBWxcfskUimg/mcgzwyfg

The Court accepts the Plaintiffs’ submission that the Defendant cannot avoid obligations arising from its own development arrangements by subsequently imposing them upon the Plaintiffs.

The Court therefore finds that the Defendant is liable to settle the LPHS penalty and Bumiputera quota discount repayment insofar as necessary to procure approval for the transfer.

This Court is satisfied that damages alone would not constitute an adequate remedy in the present case.

The Plaintiffs have already entered into a subsequent sale transaction with a third-party purchaser.

The inability to complete the transfer places the Plaintiffs at risk of:

contractual breach;

cancellation of the sale transaction; and

substantial commercial and legal consequences.

The Court also notes that Form 14A is an essential instrument for registration of transfer at the land office. S/N vBWxcfskUimg/mcgzwyfg

Without execution and delivery of Form 14A, the transfer cannot proceed.

The Defendant possesses the necessary control and authority to execute the said document.

In such circumstances, specific performance is both appropriate and necessary.

The Court therefore grants an order compelling the Defendant to:

take all necessary steps to obtain the consent to transfer; and

execute and deliver the duly completed Form 14A within fourteen

days. Whether Injunctive Relief Ought To Be Granted

The Plaintiffs also seek an injunction restraining the Defendant from demanding payment from the Plaintiffs in relation to the LPHS obligations.

This Court finds that such injunctive relief is necessary to preserve the efficacy of the substantive orders granted herein.

If the Defendant were permitted to continue demanding payment from the Plaintiffs, the substantive relief granted by the Court would effectively be undermined. S/N vBWxcfskUimg/mcgzwyfg

Accordingly, the injunction sought is granted.

Much of the Defendant’s objection centred around the amendments culminating in Enclosure 28.

The Defendant argued that the amendments:

were mala fide;

introduced new causes of action; and

caused irreparable prejudice.

This Court has carefully considered the Defendant’s objections.

However, the Court is unable to accept that the amendments transformed the proceedings into an entirely new or inconsistent claim.

The core dispute has always concerned the Defendant’s alleged failure to facilitate the transfer of the said Property.

The amendments merely clarified and expanded the practical relief necessary to give effect to the transfer process. S/N vBWxcfskUimg/mcgzwyfg

The issue relating to Form 14A and LPHS obligations had already existed within the factual matrix of the dispute.

The amendments therefore arose from substantially the same facts already pleaded.

The present case is distinguishable from Chuah Eng Chang @ Chuah Eng Chong v Paya Trubong Estate Sdn Bhd & Anor where substantially different allegations were introduced.

The Court also accepts the Plaintiffs’ submission that the Defendant suffers no prejudice incapable of compensation by costs.

The Court further finds that the amendments were made bona fide and in furtherance of resolving the real controversy between parties.

Having considered the totality of the evidence and submissions before this Court, the Court finds that the Plaintiffs have established their case on a balance of probabilities. S/N vBWxcfskUimg/mcgzwyfg

The Defendant, as developer and party possessing the necessary legal and practical authority, bears the obligation to facilitate and complete the transfer process in respect of the said Property.

The Defendant is also liable to settle the LPHS penalty and Bumiputera quota discount repayment necessary for obtaining the transfer approval.

The Plaintiffs are entitled to specific performance compelling the Defendant to execute and deliver Form 14A and to take all necessary steps to procure the transfer approval.

The Plaintiffs are further entitled to injunctive relief restraining the Defendant from demanding payment from the Plaintiffs in respect of the LPHS obligations.

Accordingly, this Court orders as follows:

the Defendant has the legal and statutory obligation to procure the consent to transfer for the said Property;

the Defendant shall settle the LPHS penalty and Bumiputera quota discount repayment;

the Defendant shall execute and deliver the duly completed Form 14A within fourteen (14) days;

an order for specific performance is granted against the Defendant; S/N vBWxcfskUimg/mcgzwyfg

an injunction is granted restraining the Defendant from demanding payment from the Plaintiffs in relation to the LPHS obligations; and

costs of RM3,000.00 are awarded to the Plaintiffs.

The Court also notes the endorsement pursuant to Order 45 rule 7 of the Rules of Court 2012 concerning enforcement against the Defendant’s director in the event of non-compliance. Dated this 20th Mei 2026 -sgd- ………………………………….. Asmah binti Musa Pesuruhjaya Kehakiman Mahkamah Tinggi Malaya Mahkamah Tinggi Shah Alam Counsel for Plaintiff : Ms. Lim Mey Yee Messrs. MY Lim & Co Counsel for Defendant: Ms. Rashera Chan (Ms Natalie Tan with her) Messrs. Calvin Khoo & Wong S/N vBWxcfskUimg/mcgzwyfg S/N vBWxcfskUimg/mcgzwyfg