Yeow Mei Fong v Rumbia Jaya Sdn. Bhd. (MA-24NCvC-23-01/2026)

YEOW MEI FONG (NRIC No: 811003-04-5204) [as Administratrix of the Estate of Yau Tha Yong @ Yeow Tze Yong, Deceased]

GOO CHU MOI @ GOH SIEW ENG (NRIC No: 470808-04-5196/3339578) ...PLAINTIFFS AND RUMBIA JAYA SDN. BHD. (Company No: 119033-D) ... DEFENDANT GROUNDS OF JUDGMENT (Enclosure 1 — The Originating Summons) A. INTRODUCTION [1] Enclosure 1 is the Plaintiffs' Originating Summons dated 19.01.2026. It seeks declaratory and consequential relief in respect of the strata title known as GRN 7177/M1/1/5, Lot 122, Bandar Melaka, Kawasan Bandar XVIII, Daerah Melaka Tengah, Negeri Melaka, being the parcel bearing the address A-4, Pangsapuri Durian Daun, Jalan Durian Daun, 75400 Melaka ("the Strata Title" and "the Parcel" respectively). The registered proprietor of the Strata Title is the Defendant, the developer, vendor and landowner of the scheme known as Pangsapuri Durian Daun. The Defendant has for many years been non-operational and cannot be traced. [2] By my grounds of decision dated 16.06.2026 on Enclosure 4, I determined only the procedural question of service, refused the prayer for outright dispensation, ordered substituted service, and expressly reserved the substantive reliefs to the hearing of Enclosure 1. Substituted service has since been effected in compliance with the Order dated 16.06.2026 (Enclosure 14). The Originating Summons accordingly came on for hearing on its merits on 20.07.2026. The Defendant neither entered appearance nor attended. These are my grounds for the orders now made on Enclosure 1. [3] Although the application proceeded unopposed, the reliefs sought are final orders touching title to registered land. The absence of a contradictor does not lighten the Plaintiffs' burden; if anything, it heightens the Court's duty of scrutiny. I have therefore tested the application against the whole of the documentary record and against the governing authorities, including the decision of the Federal Court which this Court had itself drawn to counsel's attention. B. PROCEDURAL HISTORY AND REGULARITY OF SERVICE [4] The Originating Summons is supported by the Affidavit in Support of Yeow Mei Fong affirmed on 16.01.2026 (Enclosure 2), and was filed together with the Notice of Appointment of Solicitors dated 16.01.2026 (Enclosure 3). By the Order dated 16.06.2026 (Enclosure 14), made upon Enclosure 4, substituted service of the cause papers was ordered to be effected by three cumulative modes within twenty-one days: affixing on the notice board of this Court; affixing at the Defendant's last known addresses; and advertisement once in a local newspaper circulating in Melaka in the national language or in English. Service was to be deemed good and sufficient fourteen days after the last act of substituted service, and the Plaintiffs were to be at liberty to proceed in the Defendant's absence if no appearance was entered and the Defendant did not attend within that period. [5] Compliance is deposed to in the Affidavit of Substituted Service (Afidavit Penyampaian Ganti) of Amar bin Rahmat, a process server in the employ of the Plaintiffs' solicitors, affirmed on 06.07.2026 (Enclosure 16), exhibiting collectively as Exhibit "SS" the covering letter, photographs and confirmations of posting and the newspaper advertisement. The affidavit establishes that: (a) on 23.06.2026 at about 2.45 p.m., the cause papers — the Originating Summons (Enclosure 1), the Affidavit in Support (Enclosure 2), the Notice of Appointment of Solicitors (Enclosure 3) and the Order for Substituted Service (Enclosure 14) were affixed on the notice board of the High Court at Melaka; (b) on 26.06.2026, a Notice of Substituted Service was advertised once in The Sun (Melaka edition); and (c) on 30.06.2026 at about 5.00 p.m. and 5.30 p.m. respectively, the cause papers, under cover of the solicitors' letter dated 25.06.2026 which also gave notice of the hearing date, were affixed at the Defendant's registered office at No. 178, Jalan Tengkera, 75000 Melaka and at its business address at No. 116-3 & 116-4, Jalan Bendahara, 75100 Melaka. [6] All three modes were carried out within the twenty-one days allowed. The last act of substituted service was performed on 30.06.2026; by the terms of the Order, service was deemed good and sufficient on 14.07.2026, well within the six-month validity of the summons. I am satisfied that service upon the Defendant was regular, complete, and in strict conformity with the Order dated 16.06.2026. [7] The Defendant entered no appearance and did not attend within fourteen days after the last act of substituted service, nor did it appear at the hearing. The condition upon which the Plaintiffs were given liberty to proceed in the Defendant's absence was therefore engaged. The Defendant must, in law, be taken to have had notice of these proceedings and of the hearing date, and to have elected not to participate. [8] For completeness: the grounds of 16.06.2026 also directed the filing of a supplementary affidavit rectifying the typographical error as to the date of posting deposed to in Enclosure 7. As service now rests wholly upon the substituted service proved by Enclosure 16, and not upon the earlier postal dispatch, nothing at this hearing turns on Enclosure 7. That direction concerned the integrity of the record and stands; it presents no impediment to the determination of Enclosure 1. C. THE FACTS AND THE DOCUMENTARY RECORD [9] By a Sale and Purchase Agreement dated 08.04.1991 in the statutory form prescribed under the housing development legislation then in force (Exhibit "YMF-1”), Yau Tha Yong @ Yeow Tze Yong ("the Deceased") and the Second Plaintiff, who were husband and wife, purchased the Parcel from the Defendant for the price of RM69,500.00. Vacant possession was delivered in due course, and the purchasers have occupied and enjoyed the Parcel ever since. [10] The purchase was part-financed by a loan of RM30,000.00 from Mayban Finance Berhad, secured by a Loan Agreement Cum Assignment dated 09.07.1991 (Exhibit "YMF-2"), no separate document of title to the Parcel having then been issued. [11] That financing was fully settled. By the Deed of Receipt and Reassignment dated 17.03.2002 (Exhibit "YMF-2"), the financier acknowledged receipt of the full and final redemption sum and reassigned to the purchasers all of its rights, title and interest in the Parcel together with the full benefit and advantage of the Sale and Purchase Agreement. Significantly, the deed bears the Defendant's own Developer's Endorsement of Consent, executed by one of its directors, acknowledging intimation of the reassignment, consenting to it, and confirming that it had been duly noted in the Defendant's records. This is the Defendant's contemporaneous corporate acknowledgment of the state of the transaction. [12] The Strata Title was issued and registered on 05.08.1998 in the name of the Defendant, as the certified official land search (Exhibit "YMF-3") confirms. The search, dated 19.09.2025, discloses no charge, caveat or restriction in interest registered against the Parcel, and no pending dealings. [13] The Deceased passed away on 28.10.2005. The First Plaintiff, his daughter, was appointed administratrix of his estate on 10.11.2025 pursuant to letters of administration issued in Borang F under the small estates distribution legislation, and brings this action in that capacity together with the Second Plaintiff. [14] The purchasers have borne the outgoings of ownership. In particular, upon the implementation of parcel tax in the State of Melaka, arrears amounting in all to RM9,089.20 were paid by the Plaintiffs, as the exhibited correspondence from the land authority and the tax bills confirm (Exhibit "YMF-8"). [15] Formal transfer of the Strata Title was never effected, for one reason only: the Defendant disappeared. The documentary record establishes that: (a) letters dispatched by A.R. Registered post to the Defendant's registered office and business address were returned endorsed "berpindah" (addressee moved) and "tidak dituntut" (unclaimed); (b) the company search from the Companies Commission of Malaysia dated 15.01.2026 (Exhibit "YMF-6") records the Defendant as "existing" but describes its nature of business as "Housing Development (No Operation)”，states its issued share capital as nil, and discloses no company secretary on record; (c) the Defendant's directors were traced through the National Registration Department and written to, without response (Exhibits "YMF-4" and "YMF-5"); (d) Messrs Nordin & Phua, the solicitors who had conducted the conveyancing, were dissolved on 31.07.2002, as confirmed by the letter from Messrs Adillah A. Nordin dated 13.07.2023 (Exhibit "YMF-7"); and (e) no management corporation has been constituted for the development. [16] The State land authority is itself alive to the problem. The minutes of the meeting convened by the Pejabat Tanah dan Galian Melaka on 03.03.2020, exhibited to the Affidavit in Support, record that transfers had been effected for only 12% of the parcels in the scheme, below the 20% threshold required before the administrative machinery for perletakhakan could be set in motion, and that the meeting itself resolved that, the developer being untraceable, transfer of the strata parcels could properly be obtained by way of a court order. The administrative route is therefore foreclosed, and the authority responsible for the register has contemplated precisely the judicial solution now sought. [17] Finally, in the thirty-five years since the Sale and Purchase Agreement was executed, no third party has come forward to assert any claim adverse to the purchasers' interest in the Parcel. D. THE ISSUES [18] Three issues arise for determination: first, whether the Plaintiffs have established that the beneficial ownership of the Parcel resides in them, such that the Defendant holds the Strata Title as a bare trustee; secondly, whether this Court has jurisdiction to grant the declaratory and consequential reliefs prayed for, including the issuance of a replacement document of title and the empowerment of an officer of the Court to execute instruments in the Defendant's stead; and thirdly, whether, and on what terms, the Court's discretion ought to be exercised. E. GOVERNING LAW AND FRAMEWORK [19] The equitable relationship of vendor and purchaser of land has long been recognised: see Lysaght v Edwards (1876) 2 Ch D 499, received into Malaysian jurisprudence through, amongst others, Peninsular Land Development v K Ahmad [1970] 1 MLJ 149 and Macon Engineers Sdn Bhd v Goh Hooi Yin [1976] 2 MLJ 53, and canvassed by the High Court in Ahmad bin Salleh & Ors v Rawang Hills Resort Sdn Bhd [1995] 3 MLJ 211. In Ahmad bin Salleh, the High Court accepted that in a contract for the sale of land the vendor may be regarded in equity as a trustee for the purchaser, subject always to the vendor's rights in respect of any unpaid balance of the purchase price; and in Peninsular Land Development, Suffian FJ expressed the position in terms that beneficial ownership passes to the purchaser upon payment of the purchase price. [20] Those broad statements must now be read subject to the decision of the Federal Court in Borneo Housing Mortgage Finance Berhad v Time Engineering Berhad [1996] 2 CLJ 561, which this Court drew to counsel's attention and which counsel, rightly, accepted as binding. The ratio of Borneo Housing, so far as material, is that the contractual events which result in the vendor becoming a bare trustee of the land for the purchaser ordinarily occur at completion that is, when the vendor has received the whole of the purchase price and the purchaser is entitled to a valid, complete and registrable transfer. A bare trust does not spring into existence automatically upon the mere execution of a sale and purchase agreement. The Federal Court did not reject the bare trust concept; it disciplined its application, particularly within the framework of the Torrens system of registration. The broader dicta in the earlier line of authority must yield to that ratio. [21] As to jurisdiction, the declaratory jurisdiction is conferred by Chapter VI of the Specific Relief Act 1950 and inheres in the Court. The statutory bridge between the Court's adjudication and the land register is supplied by sections 417 and 420 of the National Land Code 1965: section 417 empowers the Court to direct the Registrar of Titles or the Land Administrator to do all such things as are necessary to give effect to any judgment or order, and section 420 makes provision for the manner in which such orders are given effect upon the register on presentation. Section 25(2) of the Courts of Judicature Act 1964, read with paragraph 6 of the Schedule, confers additional powers relating to the preservation of property, including by registration "atau dengan apa jua pun cara lain"; that paragraph is directed principally at interim preservation and I treat it as supplementary. Order 92 rule 4 of the Rules of Court 2012 preserves the inherent powers of the Court to prevent injustice. The primary statutory footing for the consequential orders is, and I so hold, sections 417 and 420 of the National Land Code 1965. [22] The Plaintiffs also rely on Esther Tan Wooi Hong & Ors v Saujana Holding Sdn Bhd & Ors [1996] MLJU 356, whose facts bear a close resemblance to the present: a developer that had become defunct, and strata purchasers unable to perfect the issuance and registration of their titles for want of a counterparty. The Court there granted consequential reliefs, including the empowerment of designated persons to take the steps necessary to complete the strata title formalities, and observed that the court, as the avenue of last resort for essential reliefs and as the fountainhead of justice, ought not to adopt a posture that "displays its own utter impotence" merely because no bespoke statutory mechanism provides for the predicament. I respectfully agree, and I apply that approach.

Beneficial Ownership and the Bare Trust [23] The first question is whether the whole of the purchase price has been paid. On the documentary record, this is not seriously open to doubt. The Deed of Receipt and Reassignment dated 17.03.2002 records the financier's acknowledgment of receipt of the full and final redemption sum and reassigns to the purchasers the entirety of the financier's rights, title and interest in the Parcel together with the full benefit of the Sale and Purchase Agreement. A financier does not release its security and reassign the full benefit of a sale agreement while moneys secured upon that transaction remain outstanding; nor does a developer endorse its consent to such a reassignment if the purchase price remains unpaid. [24] The Defendant's Developer's Endorsement of Consent is of particular evidential weight. It was executed by a director of the Defendant, acknowledges that the reassignment was intimated to the company, and confirms that it was duly noted in the company's records. It is a contemporaneous corporate acknowledgment, made at a time when the Defendant was still functioning, and it is wholly inconsistent with any suggestion of an unpaid balance. No claim to any balance of the purchase price was made then, and none has been made in the twenty-four years since. [25] The second question is whether the purchasers became entitled to a valid and registrable transfer. The Strata Title was issued and registered in the Defendant's name on 05.08.1998. From that point, nothing stood between the purchasers and registration save the ministerial cooperation of the vendor. Vacant possession had been delivered decades earlier; the purchasers have occupied the Parcel, maintained it, and discharged the outgoings, including the parcel tax arrears of RM9,089.20. [26] Applying Borneo Housing, the contractual events constituting completion had all occurred at the latest by 17.03.2002: the whole of the purchase price had been paid and acknowledged; the Strata Title had issued; and the purchasers stood entitled as of right to a valid, complete and registrable transfer. From that point the Defendant held the Strata Title as a bare trustee for the purchasers. This is emphatically not a case which rests upon the mere execution of the 1991 Agreement; it rests upon a transaction completed in every substantive respect, wanting only the ministerial act of registration. [27] As to the shares in which the beneficial interest is held, the First Schedule to the Originating Summons reflects the position on the record: a one-half share in the Deceased (now his estate, represented by the First Plaintiff as administratrix) and a one-half share in the Second Plaintiff. The declaration will be made in those shares. [28] The passage of time calls for a word. Thirty-five years have elapsed since the Agreement and some twenty-four since completion, but the delay is fully explained and is not laches on the Plaintiffs' part. The purchasers did everything the transaction required of them; what failed was administrative the developer vanished, its conveyancing solicitors closed, no management corporation was ever constituted, and the land authority's own administrative route was foreclosed by the 20% threshold. A bare trust is a continuing trust. The trustee's disappearance cannot enure to its own benefit, and no defence of any description has been raised. Equity will not permit the machinery of registration, and the disappearance of the very party responsible for operating it, to defeat a beneficial interest long since perfected.

(ii) Jurisdiction to Grant the Reliefs [29] The declaratory relief is straightforward. There is a genuine and subsisting question as to legal entitlement in respect of identified property; the Plaintiffs have a real interest in its resolution; and the declaration sought does no more than state, with the authority of a judgment, the legal consequence of facts proved by contemporaneous documents. [30] The consequential reliefs are equally within jurisdiction. Sections 417 and 420 of the National Land Code 1965 exist precisely so that the register may be made to conform to the Court's adjudication: the Registrar of Titles and the Land Administrator may be directed to do all things necessary to give effect to the judgment, and the order takes effect upon the register upon presentation in accordance with the Code. The direction that a replacement document of title be issued is a necessary incident of that machinery on these facts: the issue document of title lies, if it still exists, in the hands of a defunct company or of a dissolved firm, and cannot be traced. Registration cannot be perfected without a subsisting document of title, and the Court would be granting the declaration with one hand while withholding its efficacy with the other if the replacement direction were refused. That is the very posture of "utter impotence" which Esther Tan holds the Court ought not to adopt. [31] The same reasoning sustains the prayer that an officer of this Court be empowered to execute, for and on behalf of the Defendant, such instruments and forms as registration may require. Where the party whose signature is required has disappeared and can neither be found nor compelled, the Court may, in aid of its own order and consistently with the approach in Esther Tan, empower its Registrar to do the formal act. Without such a provision the orders would be self-defeating.

(iii) The Exercise of Discretion and the Safeguards [32] The relief here is perfective, not expropriatory. It recognises rights long accrued and fully paid for; it creates no new interest and divests no third party. The Defendant retains nothing of substance to lose: it is a bare legal shell holding the title for the purchasers. [33] I return to the note of caution sounded at paragraph [8] of my grounds of 16.06.2026. The company search discloses charges registered against the Defendant with the Companies Commission which remain recorded as "unsatisfied", including charges No. 002 (created 25.01.1990) and No. 006 (created 16.12.1992) in favour of the Defendant's erstwhile financiers. Two points now fall to be made. First, charges appearing on the companies register are not, without more, encumbrances upon this Parcel; for present purposes it is the land register that governs, and the official search of the Strata Title discloses no charge, caveat or restriction in interest registered against the Parcel. Secondly, the Plaintiffs' own financing was discharged in 2002 with the Defendant's endorsed consent. The concern expressed at the Enclosure 4 stage was, moreover, a concern about notice: an order made against a defendant who had no notice at all would have been exposed to challenge. That concern has been met — substituted service, which constitutes the notice the law deems sufficient, has been duly effected upon the Defendant, and the hearing proceeded only after the deemed-service period had run its course. [34] Prudence nonetheless dictates that the orders be framed with safeguards: they will operate without prejudice to any interest actually registered against the Strata Title as at presentation; the sealed order will be served on the land authorities and upon the Defendant at both of its addresses; and liberty to apply will extend to any person claiming to be affected. The door is thus left open, while the Plaintiffs are no longer left standing outside it. [35] I am satisfied that the discretion ought to be exercised in the Plaintiffs' favour. To refuse relief would leave them perpetually in the condition described in their submissions: a beneficial interest recognised in equity yet incapable of registration for want of a counterparty a result which would serve no interest, protect no one, and discredit the efficacy of the Court's own process. G. ORDERS [36] Accordingly, on Enclosure 1, I make the following orders:

it is declared that the Plaintiffs are the lawful and beneficial owners of the Parcel held under strata title GRN 7177/M1/1/5, Lot 122, Bandar Melaka, Kawasan Bandar XVIII, Daerah Melaka Tengah, Negeri Melaka, in the following shares: the estate of Yau Tha Yong @ Yeow Tze Yong, Deceased (represented by the First Plaintiff as administratrix) as to a one-half $ ( \frac{1}{2} ) $ share, and the Second Plaintiff as to a one-half $ ( \frac{1}{2} ) $ share; and that the Defendant holds the Strata Title as a bare trustee for them;

pursuant to sections 417 and 420 of the National Land Code 1965, the Pendaftar Hakmilik Tanah dan Galian Negeri Melaka and/or the Pentadbir Tanah Melaka Tengah and/or such other officer as may be appropriate is directed and authorised to issue a new or replacement issue document of title in respect of the Strata Title in the names and shares set out in order (a), any prior issue document of title being deemed cancelled;

the said Registrar and/or Land Administrator is further directed and authorised to enter all such memorials, endorsements and registrations as are necessary to give effect to the vesting of the Parcel in accordance with order (a) and the First Schedule to the Originating Summons;

insofar as the execution of any instrument, form or document by the Defendant is required for the purposes of orders (b) and (c), the Timbalan Pendaftar or Penolong Kanan Pendaftar of this Court is empowered to execute the same for and on behalf of the Defendant;

all fees, costs and expenses of and incidental to the registration shall be borne by the Plaintiffs;

the sealed order herein shall, within fourteen (14) days of its extraction, be served by the Plaintiffs on the Pejabat Tanah dan Galian Negeri Melaka, on the Pejabat Daerah dan Tanah Melaka Tengah, and on the Defendant at its registered office at No.178, Jalan Tengkera, 75000 Melaka and at its business address at No.116-3 & 116-4, Jalan Bendahara, 75100 Melaka, by affixing and/or by A.R. Registered post;

orders (b), (c) and (d) shall operate without prejudice to any interest registered against the Strata Title as at the date of presentation of this order for registration;

there shall be liberty to apply, both to the Plaintiffs for any further or consequential directions necessary to perfect the registration, and to any person claiming to be affected by these orders; and

there shall be no order as to costs. H. CONCLUSION [37] This is, in the end, a simple case proved by contemporaneous documents: a purchase made in 1991, a price fully paid, a financing fully redeemed with the vendor's own endorsed consent in 2002, a title issued in 1998, possession enjoyed for thirty-five years, and not a single competing claim. The transaction was completed in substance long ago; only the register has failed to catch up, and that failure is attributable entirely to the disappearance of the party charged with operating it. Equity regards as done that which ought to be done, and the process of this Court exists to ensure that the register at last reflects that reality. [38] The Originating Summons (Enclosure 1) is therefore allowed in the terms set out at paragraph [36] above. Dated 20 July 2026 (YA Dato' Sri Raja Segaran A/L S. Krishnan) (Judicial Commisioner) High Court Of Malaya Malacca High Court (MELAKA) Lawyer For Applicant : Encik Damian Yeo Shen Li Tetuan Damian S.L. Yeo & L.C. Goh Peguambela dan Peguamcara No. 2006, Lorong Sidang Omar, Off Jalan Penghulu Abbas, 75150 Melaka.