Khoo Jet Seng (MA-24NCvC-221-06/2026)

(a) first, whether the proposed disposition falls within section 60(4) of the Probate and Administration Act 1959, such that the previous permission of the Court is required, and whether the application is procedurally in order;

(b) secondly and this is the dispositive issue whether the Court should grant that permission; that is, whether the proposed sale is shown on the evidence to be a proper transaction in the due administration of the estate and consistent with the interests of the persons beneficially entitled; and

(c) thirdly, whether the consequential directions sought against the registering authority ought to be made, and how the costs of the application should be borne. D. GOVERNING LAW AND FRAMEWORK [21] Section 60 of the Probate and Administration Act 1959 deals with the powers of disposition of a personal representative over the property of a deceased person. Its effect, so far as material, is twofold. A personal representative has power to dispose of the property of the deceased in the course of administration. By subsection (4), however, an administrator in contradistinction to an executor may not, without the previous permission of the Court, mortgage, charge or transfer by sale, gift, exchange or otherwise any immovable property for the time being vested in him under any letters of administration, or lease any such property for a term exceeding five years. [22] Two features of section 60(4) inform its application. First, the permission required is previous permission: the sanction of the Court must precede the disposition. An administrator cannot transfer estate land first and seek approval afterwards. It follows that a contract of sale which is expressly conditional upon the Court's permission being obtained, under which no instrument of transfer is registered and no part of the purchase money is released to the administrator unless and until permission is granted, is the proper manner in which an administrator brings a proposed sale before the Court. Secondly, the subsection is protective in purpose. An executor derives his authority from the will and reflects the testator's own choice and confidence; an administrator holds office by appointment of the Court. The statute accordingly reserves to the Court a supervisory control over dealings by an administrator with the immovable property of the estate, so that the interests of the beneficiaries and of creditors are not exposed to improvident, undervalued or otherwise improper dispositions. [23] Section 60(4) does not enumerate the criteria by which permission is to be granted or withheld. The discretion is nonetheless not at large; it is directed to the due administration of the estate, and the considerations that bear upon its exercise follow from the purpose of the provision. They include: (a) whether a sale is necessary or expedient in the administration of the estate, for example to discharge debts or to enable a distribution which the nature of the asset does not otherwise conveniently permit; (b) whether the consideration is adequate, judged against the available evidence of the value of the property; (c) whether the terms of the proposed transaction contain proper safeguards for the estate; (d) the position of the persons beneficially interested, including whether they are sui juris and whether they consent to or oppose the sale; and (e) whether any interest of a minor, an unascertained beneficiary or a creditor calls for protection. [24] As to procedure, an application of this nature is appropriately brought by originating summons under Order 7 of the Rules of Court 2012. Order 80 rule 2 permits relief in the administration of an estate to be sought without a general administration action, including an order approving a sale and an order directing an act to be done in the administration of the estate; Order 71 governs the non-contentious probate proceedings from which the Applicant's grant issued. Where every person beneficially interested in the estate is of full age and has consented in writing on affidavit to the relief sought, there is no adverse interest requiring joinder or notice, and the application may properly be heard on the supporting affidavits without the citation of any respondent. [25] The Originating Summons also invokes section 420 of the National Land Code 1965 in aid of the consequential prayers directed to the registering authority. Nothing in this application turns on the scope of that provision. The disposition itself will be effected in the ordinary way under the National Land Code: by an instrument of transfer in Form 14A executed by the Applicant, who is now the registered proprietor of the Property in his representative capacity, and presented for registration with the requisite supporting documents. The consequential directions serve only to ensure that the registering authority may act on the transfer without doubt as to the administrator's authority. E. ANALYSIS AND DETERMINATION Issue (a): The Requirement of Previous Permission and the Regularity of the Application [26] The Applicant is an administrator. That his grant is a grant de bonis non makes no difference for present purposes: his office is that of administrator of the unadministered estate of the Deceased, and the Property is immovable property vested in him under the grant of 29 April 2026 in precisely the sense contemplated by section 60(4). Indeed, since 14 May 2026 he has been the registered proprietor of the Property in his capacity as administrator, as the Catatan Carian Persendirian dated 24 June 2026 confirms. [27] The proposed dealing is a transfer by sale of immovable property. It therefore falls squarely within section 60(4) of the Probate and Administration Act 1959, and the previous permission of the Court is required before the transfer may be effected. [28] The requirement that the permission be previous has been respected. The SPA is expressly conditional upon the Order for Sale being obtained within three months of its date; the deposit is held by the Purchaser's solicitors as stakeholders and is not releasable to the Applicant unless the condition precedent is fulfilled; no instrument of transfer has been presented for registration; and no part of the purchase money has reached the estate. Nothing has been done which forestalls or presumes the Court's decision. If permission were refused, the SPA would simply terminate upon the terms it itself provides, with the deposit refunded. That is the orthodox structure for a sale by an administrator, and it is consistent with the statute. [29] The application is also procedurally regular. It is brought by originating summons supported by affidavit; the grant, the title, the register, the SPA and the identities and consents of the heirs are all placed before the Court by exhibit; and, every beneficiary being of full age and having consented on affidavit, there is no adverse or unrepresented interest requiring the citation of a respondent. The first issue is answered accordingly. Issue (b): Whether Permission Should Be Granted [30] The expediency of a sale is, on the evidence, plain. The Property is the sole asset of the estate. The persons beneficially entitled number twenty-seven, spanning two generations of descendants and including the widows of deceased grandsons. A single parcel of 5.721 hectares is not capable of any sensible distribution in specie among twenty-seven persons: partition would fragment the land into uneconomic portions, and a transmission into co-proprietorship among twenty-seven registered proprietors would burden the title and perpetuate, rather than complete, an administration that has remained open since 1923. Realisation of the land and division of the proceeds is the only practical mode by which this administration can be brought to a conclusion. That is exactly the purpose for which the grant de bonis non was taken. [31] The consideration is adequate. The price of RM7,500,000.00 exceeds by RM2,250,000.00 or approximately forty-three per cent the estimated value of RM5,250,000.00 which the estate itself placed on the land in the Senarai Aset dan Liabiliti filed in Saman Pemula No. MA-31NCvC-97-04/2026 barely two months before the SPA was executed. No formal valuation report is exhibited, but the function of the Court on an application under section 60(4) is not to demand conveyancing perfection; it is to be satisfied that the estate is not being disposed of at an undervalue or on improvident terms. The margin over the estate's own recent estimate, the arm's length character of the transaction with an unrelated development company, the due stamping of the SPA, and the unanimous position of all twenty-seven beneficiaries that the price is acceptable, together provide that satisfaction. On the affidavit evidence there is no indication of any higher competing offer, and no heir suggests one exists. [32] The terms of the SPA contain proper safeguards for the estate. The deposit of ten per cent is held by stakeholders and reaches the Applicant only if the condition precedent which includes this very order is fulfilled. The balance purchase price is payable within a defined period of four months from the Unconditional Date, with any extension limited to one month and carrying interest at 8% per annum for the benefit of the estate. Vacant possession and risk pass only on completion in accordance with the Schedule. If the sale is aborted without the Applicant's default, the estate retains the deposit as agreed liquidated damages; if the Order for Sale is not obtained, the transaction unwinds with a refund of the deposit and without residual liability. The Applicant deposes that the Purchaser is purchasing in cash; but even were financing employed, the SPA's undertaking and stakeholding mechanics protect the estate's position pending receipt of the full price. There is nothing improvident in these terms. [33] The position of the beneficiaries is decisive of the remaining protective concerns. All twenty-seven heirs are of full age; each has, by an affidavit affirmed on 26 June 2026 and filed as Enclosure 4, consented to the sale to the Purchaser or its nominee or any other party at the price of RM7,500,000.00 and stated that he or she has no objection to the application. There is no minority interest and no unascertained beneficiary. The register discloses no caveat and no competing claim to the land. The protective jurisdiction which section 60(4) confers exists for the benefit of precisely these persons; where all of them, being sui juris, place their informed consent before the Court on oath, and the objective features of the transaction disclose nothing to their detriment, the case for withholding permission all but disappears. [34] Nor is there any creditor whose position requires protection. The Senarai Aset dan Liabiliti discloses no debt or liability. The Applicant nonetheless deposes that the proceeds will first be applied to the settlement of any debts of the Deceased before distribution, which accords with his duty at law. The order sought does not disturb the ordinary sequence of administration; it enables it. [35] Two features of the transaction call for brief comment, though neither stands in the way of the order. First, the register records a wayleave for an electricity transmission line registered on 30 April 2002. The wayleave is a registered right which does not impede a transfer of the land; it was disclosed on the face of the land search annexed to the SPA as Appendix A, so that the Purchaser contracts with notice of it; and the sale is in any event on an "as is where is" basis. Secondly, prayers 1 to 3 seek authority to sell and transfer to the Purchaser "or its nominee or any other party". The authority granted by this order is tied to the price of RM7,500,000.00 and to the transaction evidenced by the SPA dated 25 June 2026; the reference to a nominee or other party accommodates the completion mechanics of that transaction, and the consents of the heirs were given in those same terms. Understood in that way, the breadth of the phrase occasions no risk to the estate. [36] In my judgment, the proposed sale is a proper transaction in the due administration of the estate of the Deceased. It is expedient, indeed necessary, for the completion of an administration long outstanding; the consideration is shown to be adequate; the contractual terms safeguard the estate; every person beneficially entitled consents; and no interest of a minor, an unascertained beneficiary or a creditor is put at risk. The protective purpose of section 60(4) of the Probate and Administration Act 1959 is fully served by the grant of permission. Permission for the sale is accordingly granted, and prayers 1, 2 and 3 are allowed. Issue (c): Consequential Directions and Costs [37] The directions sought in prayers 4 and 5 are consequential and facilitative. The Applicant is the registered proprietor of the Property in his representative capacity, and the transfer will be presented for registration in the ordinary course under the National Land Code 1965. The directions ensure that the Pejabat Daerah dan Tanah Melaka Tengah may register the transfer, and make the memorials and entries in the registers of the Mukim and the Daerah necessary to give effect to this order, without doubt as to the administrator's authority to deal with the land. They will operate upon presentation of the duly executed and stamped instrument of transfer together with the documents required by the registering authority and upon payment of the prescribed fees. Prayers 4 and 5 are allowed in those terms. [38] As to costs, the application is a necessary step in the due administration of the estate, brought for the benefit of the estate and of all persons interested in it, and unopposed. It is just that the costs be borne by the estate, as prayer 6 itself seeks. There is no occasion to invoke prayer 7. F. CONCLUSION [39] The issues are answered as follows. The proposed transfer by sale of the Property by the Applicant, an administrator, engages section 60(4) of the Probate and Administration Act 1959, and the application for the Court's previous permission has been brought regularly and at the proper time, before any disposition has been effected. On the evidence in Enclosures 3 and 4 and the exhibits, the sale to the Purchaser at RM7,500,000.00 on the terms of the SPA dated 25 June 2026 is a proper transaction in the due administration of the estate, and the Court's permission is granted. The consequential registration directions follow, and the costs of the application are to be borne by the estate. [40] The practical consequence deserves a final word. This is an estate whose owner died in 1923, whose heirs now stand two and three generations removed from him, and whose sole asset has remained locked in an uncompleted administration for over a century. The orders made today permit that administration, at last, to be carried to completion and the entitlements of the twenty-seven heirs to be satisfied in money according to law. G. ORDERS OF THE COURT [41] It is ordered that: