SUBBAIAMMAH A/P A SOORINARAYANAN v Krishnamoorthy Naidu A/l Ramamoorthy (BA-22NCvC-479-11/2022)

SUBBAIAMMAH A/P A SOORINARAYANAN

SASIKUMAR A/L BALACHANDRAN (NRIC NO.: 950621-14-5229) [ACTED AS WILL EXECUTOR OF THE DECEASED BALACHANDRAN A/L APPALASAMY (NRIC NO.: 630413-08-6671)]

PIREMADEVI A/P BALACHANDRAN (NRIC NO.: 970128-14-5776) [ACTED AS WILL EXECUTOR OF THE DECEASED BALACHANDRAN A/L APPALASAMY (NRIC NO.: 630413-08-6671)] …PLAINTIFFS

KRISHNAMOORTY NAIDU A/L RAMAMOORTHY

TETUAN KUAN LING & C C GOH (BEING SUIT IN A CAPACITY AS A FIRM) 12/06/2026 10:46:19

GOH CHUAN CHEAN

TONG KUAN LING

LOH FAY FANG (NRIC NO.: 820419-10-5922) …DEFENDANTS

This is the Plaintiffs' claim against the 2nd to 5th Defendants arising from the release of a sum of RM420,000.00 that was held by the 2nd Defendant in the course of a sale and purchase transaction.

Judgment in default was entered against the 1st Defendant on 7 June 2023. He took no part in these proceedings. The trial proceeded solely against the 2nd to 5th Defendants.

I have considered the pleadings, the evidence adduced at trial, the contemporaneous documents in the agreed bundles, and the written and oral submissions of both parties. After full consideration, I find that the Plaintiffs have failed to establish their claim on a balance of probabilities. The claim is dismissed with costs.

These are my grounds.

The 1st Plaintiff, Subbaiammah A/P A Soorinarayanan, is the widow of the late Balachandran A/L Appalasamy (the Deceased). At all material times, she and the Deceased were the registered joint proprietors of a double-storey corner link house at No. 23, Jalan Nuri 4, Bandar Puchong Jaya, 47100 Puchong, Selangor Darul Ehsan (the Property), held under Individual Title H.S.(D) 48229, PT 6443, Mukim Petaling, Daerah Petaling, Selangor Darul Ehsan.

The Deceased passed away on 20 April 2020. The 2nd and 3rd Plaintiffs, Sasikumar A/L Balachandran and Piremadevi A/P Balachandran, are the children of the 1st Plaintiff and the Deceased. They sue in their capacity as joint executors of the Deceased's estate pursuant to a Grant of Probate issued by the High Court at Shah Alam on 26 August 2020 in Civil Suit No. BA-32NCvC-455-07/2020.

The 1st Defendant, Krishnamoorthy Naidu A/L Ramamoorthy, was the Purchaser under the Sale and Purchase Agreement of 22 July 2019. He was not present at the trial.

The 2nd Defendant, Tetuan Kuan Ling & C C Goh, is a law firm sued as a firm. The 3rd and 4th Defendants, Goh Chuan Chean and Tong Kuan Ling, are partners of the firm. The 5th Defendant, Loh Fay Fang, was at all material times a legal assistant employed by the firm. She had conduct of the conveyancing file under the supervision of the 4th Defendant. I shall refer to the 2nd Defendant collectively as "the firm" and to the 5th Defendant as "DW1" where appropriate.

The 3rd Plaintiff, Piremadevi A/P Balachandran, testified as PW1. She was the member of the family who handled the day-to-day dealings with the firm throughout the transaction and was authorised to communicate on the Vendors' behalf. The 1st Plaintiff testified as PW2. She confirmed that PW1 was so authorised. For the 2nd to 5th Defendants, Loh Fay Fang testified as DW1 and Tong Kuan Ling as DW2.

The material facts are largely not in dispute. What follows is drawn principally from the Agreed Facts (Enclosure 43), the Sale and Purchase Agreement dated 22 July 2019 (the SPA), the contemporaneous correspondence in the Bundles of Documents and the unchallenged evidence of the witnesses.

The Deceased and the 1st Plaintiff, as Vendors, entered into the SPA with the 1st Defendant as Purchaser on 22 July 2019. The purchase price was RM800,000.00. The SPA was prepared by the firm, which was appointed to act as the Purchaser's Solicitors. DW1, Loh Fay Fang, had conduct of the file.

The Vendors elected not to engage their own solicitors for the transaction. This election was confirmed in writing. On 18 July 2019, the Vendors signed an Acknowledgement of Legal Representation, which was explained to them by DW1 before execution. That document records that the Vendors were aware the firm acted for the Purchaser and not for them, and that the firm would merely witness documents on the Vendors' behalf. This is confirmed in the SPA itself: Clause 1.06 states that "The Vendor(s) has elected not to be represented by any legal representatives but has authorised the Purchaser(s)' Solicitors as stakeholders."

The Property was, at the time of the SPA, charged to CIMB Bank Berhad as the Vendors' financier. This is an agreed fact. The purchase price was structured as follows. A deposit of RM80,000.00, equivalent to 10% of the purchase price, was paid by the 1st Defendant to the Vendors on 19 August 2019 through the firm. The 1st Defendant also obtained a bank loan of RM300,000.00 from Public Bank Berhad (PBB), with Messrs LH Yeo & Co (M/s LHY) appointed as PBB's solicitors. The difference between the balance purchase price of RM720,000.00 and the loan sum of RM300,000.00 yielded a Differential Sum of RM420,000.00. This sum was paid by the 1st Defendant to the firm on 21 August 2019, to be held as stakeholders pursuant to the SPA.

The relevant payment provisions of the SPA are in Clause 3. Under Clause 3.02(b), the Balance Sum of RM720,000.00 was to be paid by the 1st Defendant to the firm as stakeholders within three months from the 1st Defendant's withdrawal from his EPF account (the Completion Date).

Clause 3.05 provided that the firm was to hold the Balance Sum and release it to the Vendors within 14 days after the presentation of all documents for registration of the 1st Defendant as the registered proprietor. Clause 3.06(b)(i) provided that the loan sum was to be released by PBB to the firm as stakeholders within 14 days of the presentation of the Memorandum of Transfer in favour of the 1st Defendant.

Clause 4.01, which the parties agree is the operative provision dealing with the Purchaser's breach, provides that in the event the Purchaser fails to comply with the terms of the SPA or defaults in payment by the Completion Date or Extended Completion Date, for reasons not attributable to the Vendor's default, the Vendor may terminate the SPA by written notice to the firm, whereupon the Vendor is entitled to forfeit the deposit of RM80,000.00 as agreed liquidated damages. Upon such termination, all other monies held by the firm as stakeholders, including, by implication, the RM420,000.00 were to be refunded to the 1st Defendant free of interest.

Clause 21.02 provides that time is of the essence. Clause 21.03 provides that any notice under the SPA must be in writing and either delivered by hand or sent by registered post.

It is also material to note that during oral submissions, learned counsel for the Plaintiffs accepted that under Clause 4.01 of the SPA, the agreed contractual remedy available to the Vendors in the event of the Purchaser's default was the forfeiture of the deposit of RM80,000.00. Counsel maintained, however, that the 2nd Defendant ought not to have released the RM420,000.00 because the Property had not been restored to the Vendors and the proposed reversal of the transaction had not been completed. This position was maintained throughout the oral hearing.

The firm forwarded the conveyancing documents to M/s LHY, who presented the Memorandum of Transfer and PBB's Charge at the land office on 30 October 2019. The transfer of the Property into the 1st Defendant's name and the charge in favour of PBB were registered on 1 November 2019. PBB had by then paid the Redemption Sum of RM199,385.60 to CIMB Bank on 27 September 2019 to discharge the Vendors' existing charge. These facts are agreed. The 1st Defendant's Decision to Terminate

On 5 November 2019, the 1st Defendant wrote to PBB to terminate his loan facility for the purchase of the Property. On 6 November 2019, he wrote to the firm to inform them that he had decided to terminate the SPA. M/s LHY did not advise PBB to release the balance loan sum to the firm. The balance loan sum was accordingly never paid to the firm.

On 7 November 2019, DW1 called PW1 by telephone to inform her of the 1st Defendant's decision to terminate. DW1 then sent an email on the same date to PW1 formally communicating the 1st Defendant's decision and noting that a Deed of Revocation (DOR) would be prepared in due course.

PW1 replied by email on the same day. It is an agreed fact that PW1 agreed on 7 November 2019 to terminate the SPA. PW1 herself confirmed this in cross-examination, accepting that the Vendors' decision was to accept the 1st Defendant's position and to reverse the transaction in order to recover the Property.

DW1 sent a draft DOR to PW1 on 11 November 2019 and again on 19 November 2019. On 26 November 2019, DW1 emailed PW1 to confirm that the transfer to the 1st Defendant and the PBB charge had been duly registered on 1 November 2019, and explained the steps required for any re-transfer. DW1 asked PW1 to liaise directly with the 1st Defendant on the necessary arrangements.

From December 2019, the Plaintiffs engaged Messrs Davis & Low (M/s D&L) as their solicitors. D&L was fully instructed on all prior events. Between December 2019 and May 2020, M/s D&L exchanged correspondence with the firm and with M/s LHY seeking confirmation of whether PBB had disbursed the balance loan sum to the firm. M/s LHY confirmed on 13 January 2020 that the 1st Defendant had terminated his loan facility and that M/s LHY had not advised PBB to release the balance loan sum. That sum was never paid to the firm.

M/s D&L obtained a soft copy of the draft DOR from the firm on 23 January 2020. M/s D&L returned an amended version on 12 February 2020 containing terms requiring the 1st Defendant to bear all costs of re-transferring the Property back to the Vendors and of discharging the PBB charge. The amended DOR made no reference to the RM420,000.00. The 1st Defendant did not respond to the draft DOR despite repeated follow-ups.

Throughout this entire period from 7 November 2019 to May 2020, neither the Plaintiffs personally nor M/s D&L on their behalf made any demand for the RM420,000.00 to be retained by the firm, asserted any entitlement to that sum, or wrote to the firm requiring it to hold the money pending the reversal of the transaction.

On 18 May 2020, the 1st Defendant finally responded to the firm, confirming that, as far as he was concerned, the SPA was terminated and that the deposit of RM80,000.00 paid by him was forfeited. On 12 June 2020, the firm released the RM420,000.00 to the 1st Defendant upon his instructions. The Plaintiffs were not informed of this at the time.

It was only on 4 May 2021, nearly a year later, that the Plaintiffs learned through M/s D&L's correspondence with the firm that the RM420,000.00 had been returned to the 1st Defendant. The Earlier Proceedings Against the 1st Defendant

The Plaintiffs commenced Civil Suit No. BA-22NCvC-456- 11/2020 (Suit 456) against the 1st Defendant on 4 November

The firm was not named as a party in those proceedings. In the Amended Statement of Claim and the supporting affidavit filed in Suit 456, the Plaintiffs attributed the loss of the balance purchase price and title to the 1st Defendant's failure to proceed with the SPA.

No allegation of any kind was made against the firm in those proceedings, and no claim was asserted over the RM420,000.00 in the firm's hands. The Plaintiffs obtained a Judgment in Default against the 1st Defendant on 2 March 2021.

PW1 acknowledged under cross-examination that the present claim against the 2nd to 5th Defendants arose because the Plaintiffs were unable to recover the RM420,000.00 from the 1st Defendant under that judgment. The present suit was commenced on 29 November 2022.

The parties filed their respective issues to be tried. Some of the issues overlap. Some are framed by reference to the parties' respective positions. I have therefore reformulated the issues in a neutral form, while keeping in mind all material issues raised by both sides.

The issues for determination are as follows:

Whether, on a proper construction of the SPA, the Plaintiffs established any contractual entitlement to the

Whether the Plaintiffs accepted the 1st Defendant's decision not to proceed with the SPA and elected to proceed on the basis that the transaction was to be reversed.

Whether the Plaintiffs established any contractual, fiduciary, stakeholder, professional or other legal basis requiring the 2nd Defendant to continue holding the RM420,000.00 pending the reversal of the transaction.

Whether the release of the RM420,000.00 by the 2nd Defendant to the 1st Defendant amounted to a breach of duty by the 2nd to 5th Defendants.

What effect, if any, should be given to the Plaintiffs' earlier proceedings against the 1st Defendant in Suit 456.

Whether there is any separate basis to attach personal liability to the 5th Defendant.

The Plaintiffs submit that the 2nd Defendant held the RM420,000.00 as a stakeholder pursuant to the SPA and was therefore under a duty not to release the same to the 1st Defendant without the Plaintiffs' knowledge or consent.

The Plaintiffs contend that at the time the RM420,000.00 was released, the transaction had not been properly unwound. The DOR had not been finalised or executed. The Property remained registered in the 1st Defendant's name. The charge in favour of PBB remained on the title. The Plaintiffs therefore submit that the 2nd Defendant ought not to have released the RM420,000.00 to the 1st Defendant.

The Plaintiffs further submit that the 2nd to 5th Defendants owed contractual, fiduciary, professional and stakeholder duties to the Plaintiffs. According to the Plaintiffs, the release of the RM420,000.00 without notice to them constituted a breach of those duties.

The Plaintiffs also submit that the fact that they later sought to reverse the transaction through a DOR did not amount to a waiver of their rights in respect of the RM420,000.00. They argue that the 2nd Defendant should have retained the sum until the Property was restored to the Plaintiffs and all encumbrances attributable to the transaction were removed.

As regards Suit 456, the Plaintiffs submit that the earlier proceedings against the 1st Defendant were founded on breach of contract by the Purchaser. The present action, on the other hand, concerns the alleged wrongful release of the RM420,000.00 by the 2nd to 5th Defendants. The Plaintiffs therefore submit that the two claims are legally distinct. ~This space intentionally left blank~ The 2nd to 5th Defendants’ Position

The 2nd to 5th Defendants submit that the Plaintiffs' claim is contrary to the express terms of the SPA and unsupported by the evidence.

The 2nd to 5th Defendants rely heavily on Clause 4.01 of the SPA. They submit that in the event of the Purchaser's default, the Vendors' agreed contractual remedy was limited to forfeiture of the deposit of RM80,000.00. They contend that the SPA does not confer on the Plaintiffs any entitlement to the

The 2nd to 5th Defendants further submit that the Plaintiffs accepted the 1st Defendant's decision not to proceed with the SPA and elected to proceed on the basis that the transaction was to be reversed. Reliance is placed on the agreed facts, the evidence of PW1 and PW2, the contemporaneous correspondence, and the conduct of the Plaintiffs and their solicitors from November 2019 onwards.

The 2nd to 5th Defendants argue that after M/s D&L were instructed, the Plaintiffs pursued only the reversal of the transaction and the return of the Property. They point out that neither the Plaintiffs nor their solicitors demanded payment of the balance purchase price, asserted any entitlement to the RM420,000.00, or required the 2nd Defendant to retain the RM420,000.00 pending the reversal of the transaction.

The 2nd to 5th Defendants also submit that the Plaintiffs have not identified any provision in the SPA requiring the RM420,000.00 to be held as security for the re-transfer of the Property or for the removal of encumbrances. They argue that there was no contractual, fiduciary or other legal basis requiring the 2nd Defendant to continue holding the sum after the transaction had been treated by the parties as terminated.

In addition, the 2nd to 5th Defendants rely on the Plaintiffs' conduct in Suit 456. They submit that the Plaintiffs had previously sought to recover the same RM420,000.00 from the 1st Defendant as part of the balance purchase price and only turned their attention to the 2nd to 5th Defendants after being unable to recover from the 1st Defendant. The 2nd to 5th Defendants contend that this undermines the Plaintiffs' present position.

Finally, the 2nd to 5th Defendants submit that there is no basis to impose personal liability on the 5th Defendant. They contend that the 5th Defendant acted throughout as an employed solicitor of the 2nd Defendant and that no separate cause of action has been established against her personally.

The burden rests on the Plaintiffs to establish their claim on a balance of probabilities. The Plaintiffs must prove the facts pleaded, the legal basis of the duties alleged, the breach complained of, and the loss said to have flowed from that breach.

Having considered the evidence and submissions of the parties, I am unable to agree with the Plaintiffs' case. Issue 1: Whether the Plaintiffs established any contractual entitlement to the RM420,000.00

In my view, this is the starting point and the most important issue in the case.

The Plaintiffs' complaint centres on the release of RM420,000.00 by the 2nd Defendant to the 1st Defendant in June 2020. Before the Court can determine whether that release was wrongful, it is necessary to identify the Plaintiffs' legal entitlement, if any, to that sum.

The answer must begin with the SPA.

The parties agree that Clause 4.01 governs the consequences of a default by the Purchaser. During oral submissions, learned counsel for the Plaintiffs accepted that under Clause 4.01, the agreed contractual remedy available to the Vendors in the event of the Purchaser's default was the forfeiture of the deposit of

That concession is significant.

Clause 4.01 represents the bargain reached by the contracting parties. The Court's task is to give effect to that bargain. The clause identifies the consequence of the Purchaser's default and the remedy available to the Vendors. The remedy identified is forfeiture of the deposit of RM80,000.00.

The Plaintiffs have not identified any provision in the SPA that entitled them to receive, retain, or claim the RM420,000.00 in the event of the Purchaser's default. Indeed, the Plaintiffs' own oral submission accepted that the agreed contractual remedy for the Purchaser's default was limited to forfeiture of the RM80,000.00 deposit.

Nor have the Plaintiffs identified any clause in the SPA which converted the RM420,000.00 into security for the re-transfer of the Property, the removal of encumbrances, or the execution of a future DOR.

The Plaintiffs' position is that because the Property had already been transferred into the 1st Defendant's name, the RM420,000.00 ought to have remained in the hands of the 2nd Defendant until the transaction had been reversed.

That submission has an obvious practical attraction. However, practical attraction is not enough. The submission must be supported by the contractual framework agreed by the parties.

The Plaintiffs have not shown where the SPA provides that the RM420,000.00 was to remain in the hands of the 2nd Defendant as security pending re-transfer of the Property. Neither have they shown where the SPA confers upon them any right to insist that the RM420,000.00 be retained for that purpose.

The burden of proof lies on the Plaintiffs. It is for the Plaintiffs to establish the contractual basis of the entitlement asserted. It is not for the Defendants to prove the absence of such entitlement.

The Plaintiffs relied on the proposition that the 2nd Defendant, as a stakeholder, was under a continuing obligation not to release the RM420,000.00. However, as observed in Helen Jong v Wong Heng Kim @ Kevin Wong & Anor [2021] MLRHU 1025, the existence and scope of any stakeholder obligation must ultimately be determined by reference to the terms governing the holding of the money and the rights asserted by the parties. In the present case, the difficulty remains that the Plaintiffs have not identified any provision of the SPA that entitled them to the RM420,000.00 or required the 2nd Defendant to continue holding that sum pending reversal of the transaction.

Having considered the SPA as a whole, I am unable to find any provision that entitled the Plaintiffs to receive, retain or claim the RM420,000.00 as part of the contractual remedies available to them following the 1st Defendant's default.

Accordingly, I find that the Plaintiffs have failed to establish any contractual right to the RM420,000.00 under the SPA. This finding does not by itself determine whether the 2nd Defendant was under any obligation to continue holding the sum. That issue is addressed separately below. Issue 2: Whether the Plaintiffs accepted the termination of the SPA and elected to proceed on the basis that the transaction was to be reversed

The next issue concerns the Plaintiffs' conduct following the 1st Defendant's decision not to proceed with the SPA.

The evidence on this issue is largely undisputed.

The Agreed Facts record that PW1 agreed on 7 November 2019 to terminate the SPA. PW1 also accepted during cross-examination that after being informed of the 1st Defendant's decision not to proceed, the Vendors decided to reverse the transaction and recover the Property.

The contemporaneous documents are consistent with that position.

A draft DOR was prepared shortly thereafter. From December 2019 onwards, the Plaintiffs instructed M/s D&L to act for them. The correspondence exchanged thereafter focused on the reversal of the transaction, the return of the Property, and the proposed terms of the DOR.

The evidence further shows that the Plaintiffs did not demand payment of the balance purchase price during this period. Nor did they seek to compel completion of the SPA. Their attention was directed towards obtaining the return of the Property.

PW1 accepted during cross-examination that the Vendors had chosen to proceed on the basis that the transaction would be reversed. PW1 also accepted that the Vendors did not issue any demand for the balance purchase price during the material period.

The 2nd to 5th Defendants rely on the doctrine of election and the authorities cited in their submissions, including Berjaya Times Square Sdn Bhd v M-Concept Sdn Bhd [2009] 3 MLRA 1 and section 40 of the Contracts Act 1950.

I accept the general proposition that where one party refuses to perform a contract, the innocent party may elect either to treat the contract as subsisting or to accept the repudiation and treat the contract as at an end. Such an election may be inferred from words or conduct.

This principle was discussed by the Federal Court in Berjaya Times Square. The Court recognised that where a party elects to accept a repudiatory breach and treat the contract as at an end, the election may be inferred from the party's conduct and, once made, cannot ordinarily be withdrawn. In the present case, the conduct of the Plaintiffs after November 2019, viewed as a whole, is consistent with an election to proceed on the basis that the transaction was to be reversed rather than completed.

On the facts before me, I find that the Plaintiffs accepted the 1st Defendant's decision not to proceed with the SPA and elected to proceed on the basis that the transaction was to be reversed.

This finding is important because it explains the subsequent conduct of the Plaintiffs and their solicitors. It also provides the factual context in which the release of the RM420,000.00 must be assessed. Issue 3: Whether the Plaintiffs established any contractual, fiduciary, stakeholder, professional or other legal basis requiring the 2nd Defendant to continue holding the RM420,000.00

The parties devoted considerable attention to the nature of the 2nd Defendant's role and to the question whether the 2nd Defendant was a true stakeholder.

In the circumstances of this case, I do not find it necessary to finally determine the broader dispute between the parties as to whether the 2nd Defendant was a true stakeholder, a constructive trustee, or merely the Purchaser's Solicitor acting pursuant to the terms of the SPA.

Even assuming in favour of the Plaintiffs that the 2nd Defendant owed stakeholder obligations to the Vendors, the Plaintiffs must still establish some legal basis requiring the 2nd Defendant to continue holding the RM420,000.00 pending the reversal of the transaction.

In my view, they have failed to do so.

First, as already discussed, no provision in the SPA requires the RM420,000.00 to be retained as security pending re-transfer of the Property.

Second, the proposed DOR itself did not identify the RM420,000.00 as security for the performance of any obligation relating to the reversal of the transaction.

Third, and importantly, there was no contemporaneous demand from the Plaintiffs requiring the 2nd Defendant to retain the

By December 2019, the Plaintiffs had engaged M/s D&L to advise and act for them. Those solicitors were fully instructed on the transaction. They corresponded extensively with the 2nd Defendant and with the bank's solicitors. Yet no demand was made that the RM420,000.00 be retained. No claim was asserted that the RM420,000.00 constituted security for the return of the Property. No instruction was given that the money was not to be released.

The absence of any such demand is highly significant.

The Plaintiffs' present position assumes that the RM420,000.00 should have remained with the 2nd Defendant until the Property was restored to them. However, that position is not reflected in the SPA, the proposed DOR, the correspondence, or the conduct of the Plaintiffs and their solicitors at the material time.

The Plaintiffs' submission is attractive at a practical level. However, the Court's task is to determine whether such an obligation existed in law. On the evidence before me, that obligation is not found in the SPA, the proposed DOR, the correspondence, or the conduct of the parties at the material time.

I acknowledge the difficulties faced by the Plaintiffs following the collapse of the transaction. The circumstances were undoubtedly unfortunate. However, the Court's role is to enforce the rights and obligations arising from the parties' contractual bargain and the applicable law. The fact that the outcome may operate harshly against one party does not permit the Court to impose obligations that were not agreed by the parties or otherwise established on the evidence.

I therefore find that the Plaintiffs have failed to establish any contractual, fiduciary, stakeholder, professional or other legal basis requiring the 2nd Defendant to continue holding the Issue 4: Whether the release of the RM420,000.00 amounted to a breach by the 2nd to 5th Defendants

This issue follows directly from the findings already made.

The Plaintiffs' case is that the release of the RM420,000.00 by the 2nd Defendant to the 1st Defendant in June 2020 constituted a breach of stakeholder duty, fiduciary duty, contractual duty and professional duty.

The Plaintiffs emphasise that at the time the money was released:

The Property remained registered in the 1st Defendant's name;

The DOR had not been finalised or executed;

The transaction had not been reversed; and

The Plaintiffs were not informed of the release.

These facts are not substantially disputed.

However, the existence of those facts does not automatically establish liability.

The critical difficulty remains that the Plaintiffs have not established any entitlement to the RM420,000.00 or any legal basis requiring the 2nd Defendant to continue holding the same.

The Court must distinguish between a complaint that the release was undesirable or unfair from a practical perspective, and a finding that the release was legally wrongful.

The latter requires proof of a legal obligation.

For the reasons already given, I am unable to identify any provision in the SPA, any provision in the proposed DOR, any contemporaneous demand, or any other legal basis that required the 2nd Defendant to continue holding the RM420,000.00 pending reversal of the transaction.

In the absence of an established entitlement to the RM420,000.00 and in the absence of any established obligation requiring the 2nd Defendant to continue holding that sum, I am unable to conclude that the release of the RM420,000.00 to the 1st Defendant constituted a breach by the 2nd to 5th Defendants.

The Plaintiffs have therefore failed to establish the essential element of breach.

The 2nd to 5th Defendants place considerable reliance on the earlier proceedings commenced by the Plaintiffs against the 1st Defendant in Suit 456.

The evidence shows that the Plaintiffs commenced Suit 456 against the 1st Defendant arising from the same transaction. In that suit, the Plaintiffs sought relief against the 1st Defendant in respect of the failure to complete the SPA and the balance purchase price.

The 2nd to 5th Defendants submit that the Plaintiffs are now advancing a position that is inconsistent with the position previously taken.

The Plaintiffs, on the other hand, submit that Suit 456 was founded upon breach of contract by the Purchaser, whereas the present action concerns the alleged wrongful release of the RM420,000.00 by the 2nd to 5th Defendants.

I accept that the two causes of action are not identical. A claim against the Purchaser for breach of contract is conceptually different from a claim against solicitors for breach of duty.

Accordingly, I do not dismiss the present action solely on the basis of issue estoppel, judicial admission or abuse of process.

However, the earlier proceedings remain relevant.

The Plaintiffs previously sought recovery of the same RM420,000.00 from the 1st Defendant as part of the balance purchase price. The present action seeks to recover the same sum from the 2nd to 5th Defendants.

This circumstance does not by itself defeat the present claim. Nevertheless, it reinforces the difficulty in reconciling the Plaintiffs' present position with the position taken in the earlier proceedings.

The earlier proceedings therefore provide support for, rather than form the basis of, the conclusions I have already reached. Issue 6: Whether There Is Any Separate Basis to Attach Personal Liability to the 5th Defendant

In light of my findings above, it is not strictly necessary to determine this issue.

Nevertheless, I shall deal with it briefly.

The Plaintiffs' case against the 5th Defendant arises from her role as the solicitor who handled the conveyancing file on behalf of the 2nd Defendant.

The evidence shows that the 5th Defendant was acting as an employed solicitor within the 2nd Defendant's firm and under the supervision of the partners of the firm.

The Plaintiffs have not pleaded or established any separate factual basis giving rise to personal liability distinct from the alleged liability of the 2nd Defendant.

The 2nd to 5th Defendants relied on Ng Bee Ken Kenny v Tan Yee Shen & Anor [2020] MLRAU 378. The Court of Appeal recognised the distinction between liability that may attach to a firm of solicitors and the position of an employed solicitor acting in the course of the firm's business. In the present case, the Plaintiffs have not pleaded or established any separate factual basis giving rise to personal liability on the part of the 5th Defendant independent of the allegations advanced against the 2nd Defendant firm.

For that reason, even if the Plaintiffs had succeeded on the substantive issues, I find no basis to impose separate personal liability upon the 5th Defendant.

For the reasons stated above, I find that:

The Plaintiffs have failed to establish any contractual entitlement to the RM420,000.00 under the SPA;

The Plaintiffs accepted the 1st Defendant's decision not to proceed with the SPA and elected to proceed on the basis that the transaction was to be reversed;

The Plaintiffs have failed to establish any contractual, fiduciary, stakeholder, professional or other legal basis requiring the 2nd Defendant to continue holding the RM420,000.00;

The Plaintiffs have failed to establish that the release of the RM420,000.00 by the 2nd Defendant to the 1st Defendant amounted to a breach by the 2nd to 5th

The Plaintiffs have failed to establish their claim on a balance of probabilities.

The Plaintiffs' case ultimately rests on the proposition that the RM420,000.00 should have been retained pending reversal of the transaction. For the reasons stated above, that proposition has not been established on the pleadings, the evidence, or the terms of the SPA.

Accordingly, the Plaintiffs' claim against the 2nd to 5th Defendants is dismissed.

Costs are awarded to the 2nd to 5th Defendants in the sum of RM50,000.00, subject to allocatur. Dated this: 11 June 2026 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Representative: For the Plaintiffs : Alfred Vun Yun Fui Messrs Davis & Low. For the 1st Defendant : (Unrepresented) For the 2nd to 5th Defendants: Harvinder Singh Sidhu Messrs Vin Law Co.