Kang Keang Huang v Cityvilla Construction Sdn Bhd (JA-22NCvC-46-04/2021)

KANG KEANG HUANG [NRIC NO. : 650201-07-5389]

CHAN CHIN YEOW [NRIC NO. : 691106-01-5303] ...PLAINTIF-PLAINTIF AND CITYVILLA CONSTRUCTION SDN BHD [COMPANY NO. : 279925-W] ...DEFENDAN GROUNDS OF JUDGMENT 08/05/2026 20:21:26 JA-22NCvC-46-04/2021 Kand. 110 Introduction

This is the Plaintiffs’ action against the Defendant, Cityvilla Construction Sdn Bhd (“the Defendant”), for breach of three (3) Sale and Purchase Agreements (“SPAs”) all dated 17.10.2014 entered into between the Plaintiffs (as purchasers), Dinding Development Sdn Bhd (“DDSB”) (as the vendor and housing developer) and the Defendant (as the registered proprietor of the master title), in respect of three (3) apartment units in a development project known as “Plaza Mentari (Sun City)” (“the said Project”) situated on land held under Pajakan Negeri 9501 Lot No. 63471 Mukim Plentong Daerah Johor Bahru Negeri Johor (“the Master Title”).

This action has a procedural history that ought to be set out. The suit was originally filed in the High Court of Malaya at Kuala Lumpur as Guaman Sivil No. : WA-22NCVC-385-07/2020 on 13.7.2020 with three Plaintiffs (Kang Keang Huang, Chan Chin Yeow and DK Project Management Sdn Bhd) against two Defendants (One Iskandar Sdn Bhd and Cityvilla Construction Sdn Bhd).

By an Order of the KL High Court dated 12.3.2021 (Enclosure 36), the following orders were made –

(a) the 1st and 2nd Plaintiffs were granted leave to discontinue the action against the 1st Defendant (One Iskandar Sdn Bhd);

(b) the 3rd Plaintiff (DK Project Management Sdn Bhd) ceased to be a party, with costs of RM1,000.00 to the 2nd Defendant;

(c) the 1st Defendant (One Iskandar Sdn Bhd) ceased to be a party, with global costs of RM2,000.00 to the 1st Defendant;

(d) leave was granted to amend the Statement of Claim and Reply to the 2nd Defendant’s Defence; and

(e) leave was granted to the 2nd Defendant to file an Amended Defence.

By a further Order of the same date (Enclosure 35), on the application of the Defendant, who then was the 2nd Defendant, the entire action was transferred from the High Court of Malaya at Kuala Lumpur to the High Court of Malaya at Johor Bahru, to be heard to its conclusion. The transfer was made subject to Cityvilla’s undertaking to file a consolidation application to consolidate this case with related suits (Guaman No. : JA-22NCVC-22-02/2021, JA-22NCVC-79- 07/2020 and others). The case was subsequently re-numbered as JA-22NCVC-46-04/2021. The Defendant duly filed the consolidation application (Enclosure 38), but by an Order dated 23.9.2021 (Enclosure 49), the consolidation application was dismissed with costs of RM1,000.00 to the Plaintiffs. This case therefore proceeded to trial independently.

In summary, the action before this Court stands between the two individual Plaintiffs (Kang Keang Huang and Chan Chin Yeow) against the sole Defendant (Cityvilla Construction Sdn Bhd). DKPM and OISB are no longer parties to this action. Background

The Plaintiffs seek, inter alia –

(a) a declaration that the three SPAs are valid and binding on the Defendant;

(b) an injunction preventing the Defendant from disposing of the said units;

(c) an order for specific performance compelling the Defendant to complete and deliver the units and to transfer individual titles to the Plaintiffs free from encumbrances;

(d) liquidated ascertained damages (“LAD”) under Clause 25(2) of the SPAs;

(e) general damages;

(f) exemplary damages of RM2,000,000.00;

(g) aggravated damages of RM2,000,000.00; and

(h) costs. 5 7. The Defendant denies all liability and contends that –

(a) the SPAs are not binding on the Defendant because DDSB used a Power of Attorney (“the PA”) that was allegedly stolen and/or not validly executed;

(b) the Defendant has no knowledge of and is not privy to the settlement arrangement between DK Project Management Sdn Bhd (“DKPM”) and One Iskandar Sdn Bhd (“OISB”);

(c) no purchase price was paid to the Defendant; and

(d) the Plaintiffs have sued the wrong party.

The trial was heard before two judges. The first two days of trial (16 and 17 June 2025) were heard before Justice Nurulhuda Nur’aini binti Mohamad Nor. Thereafter, the case was reassigned to this Court and the remaining three days of trial (13 October 2025, 10 November 2025 and 16 January 2026) were heard before me.

The trial took five (5) days to complete as follows –

(a) 16 June 2025 (Examination-in-Chief, Cross-Examination

(b) 17 June 2025 (Cross-Examination continued, Re-Examination)

(c) 13 October 2025 (Further Cross-Examination on new documents); SP2 (Examination-in-Chief)

(d) 10 November 2025 SP2 (Cross-Examination)

(e) 16 January 2026 SD1 (Examination-in-Chief and Cross-Examination)

Three (3) witnesses were called during the trial – Plaintiffs’ Witnesses –

SP1 - Kang Keang Huang (1st Plaintiff). He is a Quantity Surveyor. He testified on behalf of both Plaintiffs pursuant to authorization from the 2nd Plaintiff.

SP2 - Tan Lip Sim was the solicitor from Messrs Wong Tan & Co (“WTC”) who acted for DKPM and the Plaintiffs in the transactions, including the negotiation of the settlement and the execution of the SPAs. Defendant’s Witness –

SD1 - Tham Cheng Lock. He is the Director of the Defendant,

I note that the Defendant had listed two witnesses but ultimately called only one. Tham Giap Chai, who signed both the Joint Venture Agreement dated 3.8.2012 (“the JVA”) and the PA on behalf of the Defendant, was listed as a defence witness but was not called to testify. This is a matter to which I shall return. Analysis

The parties agreed on the following facts (Enclosure 72) –

(a) The Defendant is a Malaysian company with its registered address at No. 17-1A (1st Floor), Jalan Camar 1/1, Taman Perling, 81200 Johor Bahru, Johor Darul Takzim;

(b) A housing project known as “Plaza Mentari (Sun City)” was developed on the Master Title;

(c) The Defendant is the registered proprietor of the Master Title;

(d) DDSB was wound up on 30.1.2018 pursuant to Winding-Up Petition No. : JA-28NCC-207-11/2017.

The parties agreed on six (6) issues for trial (Enclosure 73) – Issue 1 : Whether SPA-1, SPA-2 and SPA-3 (as construed in the Statement of Claim) are valid and binding on the Defendant; Issue 2 : Whether the purchase prices under SPA-1, SPA-2 and SPA-3 have been settled by the Plaintiffs; Issue 3 : Whether the Defendant is bound by DDSB’s acts under the Power of Attorney (PA No. : 4709/2013) dated 29.4.2013; Issue 4 : Whether the appointment of DKPM by OISB and the service debts owed to DKPM were incurred by Cityvilla or by OISB and/or its directors; Issue 5 : Whether Cityvilla owes debts to DKPM where the debts were incurred by OISB or its directors; Issue 6 : Whether the Court Order (Default Judgment) dated 31.7.2018 in Guaman No. : JA-22NCVC-8-01/2018 is binding on the Plaintiffs. Brief Summary of Evidence

(a) Evidence of SP1 - Kang Keang Huang

SP1 testified the following –

(a) that DKPM was appointed by OISB vide a Letter of Appointment for Consortium Services dated 6.8.2013 (“the LACS”) to provide project management consultancy services for a proposed residential and commercial development at Lot 725, Mukim Pulai, Daerah Johor Bahru (“the OISB Project”). Under the LACS, DKPM was entitled to consortium fees at the rate of 9.1% of total construction costs estimated at RM293,000,000.00. DKPM appointed six (6) Service Providers and successfully obtained the Development Order dated 2.1.2014 for the OISB Project;

(b) that DKPM issued eight (8) invoices totalling RM3,445,000.00 to OISB but OISB only paid RM1,500,000.00. Before the OISB Project was abandoned, DKPM had completed approximately 30% of the work, valued at RM7,823,100.00, leaving an unpaid balance of RM6,323,100.00 (“the said Debt”);

(c) that following OISB’s failure to pay, negotiations ensued between DKPM (represented by, amongst others, SP1, the 2nd Plaintiff and their solicitor Tan Lip Sim) and OISB. These negotiations culminated in a settlement arrangement evidenced by WTC’s letters dated 19.9.2014 and 3.10.2014, whereby OISB agreed to pay RM3,000,000.00 (reduced from RM6,702,486.00) in full settlement of the said Debt, as follows –

(i) RM1,000,000.00 in cash via post-dated cheque;and

(d) that pursuant to this settlement, OISB procured DDSB (as developer) and the Defendant (as registered proprietor) to execute three SPAs dated 17.10.2014 with the Plaintiffs (as DKPM’s nominees). DDSB subsequently issued Letters of Confirmation and Letters of Discount, all dated 19.11.2014, confirming that the purchase prices had been fully settled by way of contra. The three units and their purchase prices are as follows –

(i) 1st Plaintiff - Unit 04-10, Block A (4th Floor) - RM944,832.00

SP1 further testified that OISB delivered multiple MBB cheques (issued by One Iskandar Development Sdn Bhd) in purported payment of the RM1,000,000.00 cash component, but none of the cheques were honoured. OISB ceased communication with DKPM thereafter.

On the critical issue of the PA, SP1 testified that the SPAs were signed by DDSB on behalf of the Defendant by using the PA (PA No. : 4709/2013 dated 29.4.2013). SP1 relied on Clause 20 of the PA (which authorised DDSB to sell, market, and execute SPAs) and Clauses 9.1 and 11.2 of the JVA dated 3.8.2012 (which gave DDSB full discretion to sell Block A units without the Defendant’s consent and which provided that PA-executed documents shall be “good, valid and effective”).

Importantly, SP1 testified that the Court Order dated 31.7.2018 (which purportedly revoked the PA) was set aside on 22.11.2020 on the application of the Liquidators of DDSB. SP1 also testified that the Plaintiffs were not parties to the MBSB Consent Order dated 14.5.2018 and were never served with any notice thereof.

(b) Evidence of SP2 - Tan Lip Sim

SP2 was the solicitor from WTC who acted for DKPM and the Plaintiffs. She corroborated SP1’s evidence on the settlement arrangement and confirmed that she personally drafted and issued the key settlement correspondence (WTC’s letters dated 19.9.2014, 12 3.10.2014 and 7.4.2015). She confirmed that DDSB signed the SPAs as the Defendant’s attorney under the PA, with DDSB’s director Ling Ing Hook signing on DDSB’s behalf.

Under cross-examination, SP2 was challenged on the absence of direct correspondence with Cityvilla regarding the settlement. SP2 acknowledged that all dealings were with OISB and DDSB. However, SP2 maintained that the SPAs themselves, which bear the Defendant’s name as a party. constitute the Defendant’s participation in the transaction.

(c) Evidence of SD1 - Tham Cheng Lock

SD1 is a director of the Defendant. He testified that the Defendant entered into a Joint Venture Agreement dated 3.8.2012 with DDSB for DDSB to develop Block A (231 apartment units) of the said Project. Under a Novation Agreement dated 21.9.2012 between the Defendant, DDSB and MBSB, DDSB took over the Defendant’s debt of approximately RM26,000,000.00 to MBSB.

SD1’s central testimony was that the PA dated 29.4.2013 was never authorised for registration. He relied on the Defendant’s letter dated 19.4.2013 which stated that DDSB could not register the PA until certain conditions (including payment of RM8,903,115.00) were fulfilled. SD1 testified that –

(i) he himself was not a director in April 2013, so the requirement of two directors’ signatures was not fulfilled;

SD1 testified that the Defendant has no knowledge of DKPM, OISB, the LACS, the settlement arrangement or the Plaintiffs. The Defendant never received any money from the Plaintiffs.

SD1 further testified that the Defendant has been re-developing Block A since around 2019, with the project expected to be completed in

He proposed that purchasers contribute approximately RM290,000.00 per unit to receive completed units.

Under cross-examination, several critical admissions were made by SD1 –

(a) SD1 admitted that JVA Clause 9.1 gives DDSB “full discretion and right to administer, manage and enter into sale agreements with any third party” in respect of Block A units “without prior written consent from CCSB”;

(b) SD1 admitted that JVA Clause 11.2 provides that Cityvilla “hereby declares and confirms that such acts executed under the provisions hereof on its behalf and all such other documents shall be good, valid and effective to all intents and purposes whatsoever”;

(c) SD1’s own signature was identified on the PA (at page 498 of the Common Bundle), despite his claim that he was not a director in April 2013;

(d) SD1 admitted that the Defendant did not take any steps to repudiate the SPAs after discovering them in February 2016 until this action was filed;

(e) SD1 admitted that Tham Giap Chai signed the JVA and the PA on behalf of Cityvilla but was not called to testify.

Based on the abovesaid background the Court analysis and findings on the issues in this trial are as follows – Issue 1 : Whether the SPAs are valid and binding on the Defendant

I find that the three SPAs dated 17.10.2014 are valid and binding on the Defendant.

My reasons are as follows. First, the SPAs were executed by DDSB as the Defendant’s attorney under the PA (PA No. : 4709/2013 dated 29.4.2013). Clause 20 of the PA expressly authorised DDSB “[t]o sell, market and procure purchasers of the Land and all subdivided parcels of the Land and to execute all documents pertaining to such sale including the Sale and Purchase Agreement”. The SPAs fall squarely within this authority.

Second, and more fundamentally, the Defendant’s own JVA contains provisions that are fatal to its defence –

(a) Clause 9.1 of the JVA provides that “DDSB as the developer shall have the full discretion and right to administer, manage and enter into sale agreements with any third party (hereinafter referred to as ‘end-purchasers’) in respect of the properties and developments carried out under Block A Tower without prior written consent from CCSB” (emphasis added). SD1 admitted this provision under cross-examination.

(b) Clause 11.2 of the JVA provides that “CCSB hereby declares and confirms that such acts executed under the provisions hereof on its behalf and all such other documents shall be good, valid and effective to all intents and purposes whatsoever as if the same had been executed and carried out by CCSB itself in its proper person and CCSB hereby agrees and undertakes at all times hereafter to ratify and confirm all whatsoever the said attorney or attorneys or his substitute shall lawfully do” (emphasis added). SD1 also admitted this provision.

These provisions, taken together, constitute the Defendant’s express authorisation for DDSB to sell Block A units and execute SPAs on its behalf and a binding undertaking that such acts would be valid and effective. The Defendant cannot now resile from its own contractual undertaking.

Third, the Defendant’s contention that the PA was “stolen” is not supported by credible evidence. SD1 himself was not a direct witness to the alleged theft. Tham Giap Chai, who signed the PA and who allegedly discovered the theft and lodged the police report on 31.3.2016, was listed as a defence witness but was not called to testify. Under Section 114(g) of the Evidence Act 1950, I draw an adverse inference that Tham Giap Chai’s testimony would have been unfavourable to the Defendant on this critical issue.

Fourth, SD1’s claim that he was not a director in April 2013 and therefore his signature on the PA should not have been there was directly contradicted by the PA document itself (page 498 of the Common Bundle), which bears what SD1 acknowledged to be his own signature. This contradiction severely undermines SD1’s credibility.

Fifth, the Court Order dated 31.7.2018 obtained by the Defendant in Suit No. : JA-22NCVC-8-01/2018, which purportedly revoked the PA, was set aside on 22.11.2020 on the application of the Liquidators of DDSB. The Defendant’s primary basis for asserting the invalidity of the PA therefore no longer stands.

Sixth, even if there were irregularities in the execution of the PA, the Plaintiffs are entitled to rely on the indoor management rule (see : Royal British Bank v Turquand (1856) 6 E&B 327 as applied by the Supreme Court in Hew Sook Ying v Hiw Tin Hee [1992] 2 MLJ 189 and by the Court of Appeal in Ezzen Heights Sdn Bhd v Ikhlas Abadi Sdn Bhd (Soh Yuh Mian, intervener) [2011] 4 MLJ 173). The Plaintiffs had no reason to inquire behind the PA, which appeared regular on its face and was registered at the High Court. The irregularity (if any) was an internal matter between the Defendant and DDSB that cannot be visited upon innocent third-party purchasers.

Seventh, the Defendant’s reliance on its letter dated 19.4.2013 (which purportedly imposed conditions on the registration of the PA) is misplaced. This was a private arrangement between the Defendant and DDSB of which the Plaintiffs had no knowledge. It cannot bind or affect the rights of third parties who dealt in good faith and without notice of such conditions.

Finally, I find that the Defendant ratified DDSB’s acts by acquiescence. SD1 admitted under cross-examination that the Defendant discovered the SPAs in or about February 2016 when DDSB accidentally delivered a copy of an SPA to the Defendant’s office. Despite this knowledge, the Defendant took no steps to repudiate the SPAs or to notify the Plaintiffs of any irregularity. The Defendant’s silence and inaction over a period of approximately four years (from February 2016 until the filing of this action in 2020) amounts to ratification by acquiescence. Issue 2 : Whether the purchase prices have been settled

I find that the purchase prices under the three SPAs have been settled by the Plaintiffs.

The evidence establishes that the purchase prices were settled by way of a contra or set-off arrangement as part of a broader settlement between OISB, DKPM and DDSB. Under this arrangement, DKPM’s debt of RM6,323,100.00 (owed by OISB to DKPM for consultancy services) was settled by OISB procuring DDSB and the Defendant to enter into SPAs with the Plaintiffs (as DKPM’s nominees) for units valued in aggregate at RM2,000,000.00, with the balance of RM1,000,000.00 to be paid in cash.

DDSB confirmed the full settlement of the purchase prices by issuing the Letters of Discount and Letters of Confirmation dated 19.11.2014. DDSB was the vendor and developer under the SPAs and had the authority under JVA Clause 9.1 to determine the terms of sale. The Defendant is bound by DDSB’s acts under JVA Clause 11.2.

I reject the Defendant’s contention that there was “no consideration” for the SPAs. The consideration was the extinguishment or discharge of the said Debt owed by OISB to DKPM. This falls within the doctrine of accord and satisfaction. The “accord” was the agreement to discharge the said Debt in consideration of the disposal of the said Properties to the Plaintiffs. The “satisfaction” was the execution of the SPAs and the issuance of the Letters of Discount and Confirmation, which gave full effect to the accord.

I also reject the Defendant's further contention that the consultancy services rendered by DKPM to OISB constitute past consideration that cannot support the settlement or the SPAs. Section 2(d) of the Contracts Act 1950 defines consideration broadly and includes acts done by 'any other person' at the desire of the promisor. In any event, the consideration for the SPAs is not the consultancy services themselves but the extinguishment of the said Debt, which occurred contemporaneously with and as a direct consequence of the execution of the SPAs and the issuance of the Letters of Discount. The settlement arrangement created fresh mutual obligations : DKPM agreed to forbear from suing OISB on the said Debt, OISB procured the units and DDSB (with the Defendant) executed the SPAs and issued the Letters of Discount. These are not past acts but contemporaneous acts forming part of a single composite transaction.

Further, Section 64 of the Contracts Act 1950 [Act 136] provides that a promisee may dispense with or remit, wholly or in part, the performance of the promise made to it. Illustration (c) of Section 64 makes clear that where a third party (C) pays the debt of the debtor

(A) to the creditor (B), B’s acceptance of such payment constitutes a valid discharge. DDSB’s Letters of Discount constituted a valid dispensation of the Plaintiffs’ obligation to pay the purchase price in cash, in consideration of the extinguishment of the said Debt.

I also reject the Defendant’s parol evidence rule argument. The Letters of Discount and Confirmation are not extrinsic evidence seeking to vary the SPAs. They are contemporaneous documents forming part of the same transaction that gave effect to the settlement arrangement. The SPAs were the outcome of the settlement, not a pre-existing contract that was subsequently varied by it.

In any event, Section 92 of the Evidence Act [Act 56] does not assist the Defendant on the facts of this case. The Defendant's reliance on Tan Chin Kwee v Jova International Sdn Bhd (in liquidation) & Ors [2021] MLJU 1203 and Mulpha International Bhd v Mula Holdings Sdn Bhd & Ors [2021] MLJU 2533 also does not assist. In both cases, the parol evidence rule was applied to exclude oral evidence which contradicted the express terms of formal written agreements negotiated at arm's length. The present case is materially different. The Letters of Discount and Letters of Confirmation do not contradict the SPAs. They are contemporaneous documents which operate in an area on which the SPAs are silent, namely, the specific source and mechanism by which the purchase price obligation was discharged. As Salleh Abas FJ held in Tan Chong & Sons Motor Company (Sdn.) Berhad. v. Alan McKnight [1983] 1 MLJ 220, the prohibition in Section 92 of Act 56 applies only where all the terms of the contract are written into the agreement; where some terms are oral or appear in separate contemporaneous documents, such evidence may be given to prove those terms. Proviso (b) to Section 92 of Act 56 reinforces this conclusion. Issue 3 : Whether the Defendant is bound by DDSB’s acts under the

I find that the Defendant is bound by DDSB’s acts under the PA, for the reasons set out in my analysis of Issue 1 above. In particular, I rely on JVA Clauses 9.1 and 11.2, PA Clause 20, the indoor management rule and the Defendant’s ratification by acquiescence. Issue 4 : Whether the service debts were incurred by the Defendant

The consultancy services were rendered by DKPM to OISB, not to the Defendant. The said Debt was owed by OISB to DKPM. The Defendant did not incur the said Debt. However, this finding does not assist the Defendant because the Plaintiffs’ claim is not premised on the said Debt but on the SPAs. The settlement arrangement merely explains the genesis of the SPAs. Issue 5 : Whether the Defendant owes debts to DKPM

For the same reasons as Issue 4, the Defendant does not directly owe debts to DKPM. However, the Defendant is bound by the SPAs executed by DDSB as its attorney and the obligations arising thereunder are the Defendant’s own obligations as the registered proprietor and a party to the SPAs. Issue 6 : Whether the Court Order dated 31.7.2018 is binding on the Plaintiffs

I find that the Court Order dated 31.7.2018 is not binding on the Plaintiffs. The Plaintiffs were not parties to Suit No. : JA-22NCVC-8- 01/2018 and were never served with any notice or cause papers in connection therewith. A court order cannot bind persons who were not parties to the proceedings.

Furthermore, the said Court Order was set aside on 22.11.2020 on the application of the Liquidators of DDSB. It therefore no longer has any legal effect. Whether The Defendant Is The Wrong Party

I reject the Defendant’s contention that it is the wrong party to this action. The Defendant is the registered proprietor of the Master Title and is a named party to the SPAs. Only the Defendant can execute transfers of individual titles to the Plaintiffs. The Novation Agreement dated 21.9.2012 relates to the Defendant’s loan obligations to MBSB and does not address or discharge the Defendant’s obligations to purchasers under the SPAs.

The Defendant cannot characterise itself as a “passive landowner” while simultaneously re-developing the same project, proposing that purchasers pay an additional RM290,000.00 per unit and asserting ownership over the units. The Defendant’s own conduct demonstrates that it is an active participant in the project, not a mere passive bystander. Reliefs

Having found in favour of the Plaintiffs on all six agreed issues, I now turn to the reliefs to be granted.

(a) Declaratory Relief

I grant a declaration that SPA-1 (Unit 04-10), SPA-2 (Unit 05-07) and SPA-3 (Unit 05-12) all dated 17.10.2014 are valid effective and binding on the Defendant.

(b) Injunction

I grant an injunction restraining the Defendant, its directors, officers, agents, servants and anyone acting on its behalf from selling, transferring, assigning, charging or otherwise dealing with Units 04- 10, 05-07 and 05-12 to any third party.

(c) Specific Performance

I grant an order for specific performance compelling the Defendant to–

(a) complete and deliver vacant possession of Units 04-10 and 05- 07 to the 1st Plaintiff and Unit 05-12 to the 2nd Plaintiff;

(b) apply to the relevant authorities for the issuance of individual/strata titles for the said units and to transfer such titles to the respective Plaintiffs; and

(c) take all reasonable steps to discharge any charge or encumbrance over the said units to enable the Defendant to effect transfer free from encumbrances.

I am satisfied that specific performance is the appropriate remedy in this case. The subject matter is immovable property which is presumed to be unique under Section 11 of the Specific Relief Act

No evidence was adduced by either party that the three specific units are no longer available or have been disposed of to third parties. Damages would not be an adequate substitute for the Plaintiffs’ contractual entitlement to the units.

(d) Liquidated Ascertained Damages

I grant the Plaintiffs’ claim for LAD under Clause 25(2) of the SPAs at the rate of 10% per annum calculated on a daily basis on the respective purchase prices from the date of the Defendant’s breach (18.10.2017, being three years from the date of the SPAs as provided therein) until the date of full compliance with this Order.

(e) Exemplary and Aggravated Damages

I dismiss the Plaintiffs’ claims for exemplary damages of RM2,000,000.00 and aggravated damages of RM2,000,000.00. The Plaintiffs did not plead sufficient particulars to support these claims, and the evidence does not disclose the kind of high-handed, oppressive or outrageous conduct that would justify an award of exemplary or aggravated damages.

(f) General Damages

I dismiss the claim for general damages as the LAD under the SPAs provides adequate compensation for the Defendant’s breach.

(g) Costs

Costs are fixed at RM100,000.00, subject to the allocator fees. And the Defendant shall pay the Plaintiffs’ such costs. Court’s Decision

For the foregoing reasons, I enter judgment for the Plaintiffs and make the following orders –

(a) A declaration that the three Sale and Purchase Agreements all dated 17.10.2014 in respect of Unit 04-10 (4th Floor), Unit 05-07 (5th Floor) and Unit 05-12 (5th Floor), Block A, Plaza Mentari (Sun City), are valid, effective and binding on the Defendant;

(b) An injunction restraining the Defendant, its directors, officers, agents, servants and anyone acting on its behalf from selling, transferring, assigning, charging or otherwise dealing with Units 04-10, 05-07 and 05-12 to any third party;

(c) An order for specific performance compelling the Defendant to :

(a) complete and deliver vacant possession of Units 04-10 and 05-07 to the 1st Plaintiff and Unit 05-12 to the 2nd Plaintiff;

(d) apply to the relevant authorities for the issuance of individual/strata titles and to transfer such titles to the respective Plaintiffs; and (c) take all reasonable steps to discharge any charge or encumbrance over the said units;

(e) The Defendant shall pay to the 1st Plaintiff liquidated ascertained damages at the rate of 10% per annum on RM944,832.00 (Unit 04-10) and RM542,640.00 (Unit 05-07) from 18.10.2017 until the date of full compliance;

(f) The Defendant shall pay to the 2nd Plaintiff liquidated ascertained damages at the rate of 10% per annum on RM625,000.00 (Unit 05-12) from 18.10.2017 until the date of full compliance;

(g) The claims for exemplary damages, aggravated damages and general damages are dismissed;

(h) Costs of this action is fixed at RM100,000.00 to be paid to the Plaintiff subject to the allocatur fees. Dated : 6 April 2026 Dr. Noradura Binti Hamzah Judicial Commissioner High Court Civil 2 Johor Bahru Solicitor for the Plaintiffs : : Chong Joo Tian Messrs. JT Chong Assoc. Solicitor for the Defendant : : C K Yap Messrs. C.K. Yap & Partners