New Station 99 Sdn Bhd v Syarikat Perumahan Negara Berhad (JA-22NCC-44-05/2021)

SYARIKAT PERUMAHAN NEGARA BERHAD [COMPANY NO. : 199701028706/444205-M]

COSMIC MASTER DEVELOPMENT SDN BHD [COMPANY NO. : 199601034632/406984-V] ...DEFENDAN-DEFENDAN

This is the Court’s decision following a full trial of the Plaintiff’s claim against the 1st Defendant (“D1”). The action against the 2nd Defendant (“D2”) was withdrawn with liberty to file afresh at the commencement of trial on 6 February 2026. The trial proceeded solely against D1.

The Plaintiff, commenced this civil suit seeking, inter alia, the following reliefs against D1 –

a declaration that the Sale and Purchase Agreements (“SPAs”) as listed in Appendix B of the Statement of Claim are valid and enforceable;

a declaration that the Plaintiff is the legal and beneficial owner of the properties listed in Appendix A (“the Properties”);

a declaration that D1 is the bare trustee for the Plaintiff in respect of the Properties;

specific performance of the SPAs, namely that D1 sell and deliver the Properties to the Plaintiff;

late delivery interest at the rate of 10% per annum on the purchase price of RM4,000,000.00 from the date of filing of the Writ until payment or realisation;

in the alternative, a refund of RM4,000,000.00 with interest; and

costs.

Having considered the evidence adduced at trial, the written submissions and authorities of both parties, and the applicable law, on the balance of probabilities, my decision and ground of decision is as follows.

The background facts are largely undisputed. By a Project Business Collaboration Agreement dated 25 July 2011 (“Collaboration Agreement”), D1, as the registered owner of the land (GM864 Lot 1158, GM865 Lot 1991 and GM785 Lot 2156 in Mukim Plentong, Johor Bahru) and holder of the Advertising Permit and Developer’s Licence (“APDL”), agreed for D2 to develop D1’s land and carry out a housing project comprising multiple blocks of apartments, duplex units and shop lots known as Taman Seri Molek Perdana (“the Project”). This Court observed that the existence and terms of the Collaboration Agreement are an agreed fact between the parties, as recorded in the Pernyataan Fakta-Fakta Yang Dipersetujui (Enclosure 12), and therefore require no further proof.

5.

It is significant that the Agreed Facts (Enclosure 12) are confined to only three matters, that are : the identities of D1 and D2 and the existence of the Collaboration Agreement. D1 declined to agree to the existence of the PA, the payment of RM4,000,000.00, the Surat Akujanji, or the SPAs, notwithstanding that D1 itself executed the PA and its own witness, SD1, subsequently admitted the PA’s authenticity during cross-examination. D1’s refusal to agree to these basic facts, only to concede them at trial, reflects the defensive posture adopted throughout these proceedings.

On or around January 2015, the Plaintiff agreed to purchase and D1 (through D2 as its lawful attorney and agent) agreed to sell, 30 units of property within the Project (“the Properties”) at the total purchase price of RM4,000,000.00.

On 16 January 2015, the Plaintiff paid the full purchase price of RM4,000,000.00 to D1 (through D2 as its lawful attorney and agent) via four banker’s cheques from Public Bank, each for RM1,000,000.00 (Cheque Nos. 053836, 053837, 053838 and 109277). SP1 (Fang Chen Fung) testified that D2 acknowledged receipt of the payments by signing and endorsing D2’s company chop on the banker’s cheques themselves, in addition to the issuance of a separate Official Receipt.

D2 issued an Official Receipt to the Plaintiff acknowledging payment and stating the purpose as “Full settlement for the above units”.

On the same date, D2 (as D1’s lawful attorney and agent) issued a Letter of Undertaking dated 16 January 2015 (“the Surat Akujanji”) which, inter alia –

acknowledged receipt of RM4,000,000.00 as the full purchase price of the Properties;

acknowledged the Plaintiff as the beneficial owner/registered owner of the Properties;

permitted the Plaintiff to procure interested purchasers to purchase the Properties as nominees;

undertook to complete the Project and deliver the Certificate of Completion and Compliance within six months from 16 January 2015, failing which the Plaintiff would automatically grant an extension of time and D2 would pay late delivery interest at 10% per annum; and

undertook to refund the full purchase price of RM4,000,000.00 together with late delivery interest if the Project was not completed by the extended completion date.

The Plaintiff subsequently appointed its nominees and entered into 30 SPAs with D1 (through D2 as its lawful attorney and agent) for the purchase of the Properties. All SPAs were dated 19 August 2015 and were duly executed and stamped.

The Defendants failed to complete the Project within the stipulated period. The Plaintiff issued several letters to D1 and D2 inquiring about the status of the Project. D1 did not reply to any of these letters, nor did D1 dispute the contents therein.

Despite the Project having been fully completed in stages between 2020 and 2023, notably completed by SPNB itself, not by Cosmic Master, which further underscores D1’s ongoing control and involvement in the Project, the Properties were not delivered to the Plaintiff or its nominees. This was admitted by SD1, D1’s sole witness, during cross-examination.

The Writ of Summons and Statement of Claim were filed on 31 May

D1 filed its Statement of Defence on 11 August 2021, and D2 filed its Statement of Defence on 1 September 2021. The Plaintiff filed its Replies to both Defences on 25 August 2021 and 9 September 2021 respectively.

The original Isu-Isu Untuk Dibicarakan (Enclosure 13) listed 18 issues for trial, structured in three tiers: Issues 1 - 8 framed by the Plaintiff; Issues 9 - 14 raised by D1; and Issues 15 - 18 raised by D2. With D2’s withdrawal at the commencement of trial, Issues 15 - 18 (concerning privity of contract, cause of action, locus standi and privity vis-à-vis D2) fell away. D1’s Issues 9 - 14, which overlapped substantially with the Plaintiff’s Issues 1 - 8, were subsumed into the consolidated issues.

At the commencement of trial, this Court consolidated the remaining issues into 5 effective issues – Issue 1 : Whether D2 is at all material times the lawful attorney and/or agent of D1. Issue 2 : Whether D1 is bound by the acts of D2 as the lawful attorney and/or agent of D1. Issue 3 : Whether the Plaintiff is at all times the beneficial owner of the Properties, and whether D1 at all material times holds the Properties as trustee for the benefit of the Plaintiff. Issue 4 : Whether D1 is bound by D2’s undertaking pursuant to the Surat Akujanji; and Issue 5 : Whether the Plaintiff is entitled to late delivery interest.

I shall address each issue in turn, after first dealing with the preliminary issue of locus standi raised by D1.

D1 submits that the Plaintiff has no locus standi to bring this action because the Plaintiff is not named as the purchaser in any of the 30 SPAs. The purchasers named in the SPAs are individual persons, not the Plaintiff company.

I reject this argument. The evidence before this Court establishes clearly that the individual purchasers named in the SPAs are nominees appointed by the Plaintiff. This is supported by –

The unchallenged testimony of SP1 (Fang Chen Fung) in his witness statement (WSSP1, Q&A 12 - 13), where he stated that the Plaintiff appointed its nominees and signed the SPAs with D1 and that D1 raised no objection to the signing of the SPAs. This evidence was not challenged by D1’s counsel during cross-examination;

The Surat Akujanji itself, which expressly permits the Plaintiff to procure interested purchasers to purchase the Properties as nominees [paragraph (ii) thereof];

The Official Receipt issued by D2 to the Plaintiff (not to any nominee) acknowledging full settlement of RM4,000,000.00;

The undisputed evidence that the full purchase price of RM4,000,000.00 was paid by the Plaintiff, not by any of the individual nominees;

SD1’s own admission during cross-examination that the SPAs initially bore the Plaintiff’s name (New Station 99 Sdn Bhd) before being replaced with the nominees’ names, directly supporting the nominee arrangement; and

SP1’s dual status as both the manager of the Plaintiff company and one of the 30 nominees (Purchaser No. 3 - Parcel No. A- 02-17, Floor No. 02, Block No. A), which confirms the nominees’ connection to the Plaintiff.

D1’s failure to challenge SP1’s evidence on the nominee arrangement during cross-examination is fatal to this defence. The rule in Brown v Dunn (1893) 6 R 67, as applied by the Court of Appeal in Paramill Sdn Bhd & Anor v Datuk Joseph Pairin Kitingan [2007] 7 MLJ 289, is clear. Where a party fails to put its case to the opponent’s material witnesses during cross-examination, this failure may be treated as an abandonment of the pleaded case. The Court of Appeal, citing Aik Ming (M) Sdn Bhd & Ors v Chang Ching Chuen & Ors And Another Appeal [1995] 2 MLJ 770, held– “It is essential that a party’s case be expressly put to his opponent’s material witnesses when they are under cross-examination. A failure in this respect may be treated as an abandonment of the pleaded case... As PW1’s and PW2’s testimonies regarding the above-mentioned matters were not challenged by cross-examination they must be taken to have been accepted by the respondent”.

Furthermore, Section 183 of the Contracts Act 1950 provides that in the case of an agent acting for a named principal, the contract is between the principal and the third party and the agent cannot personally enforce it. The converse is equally true. Where nominees act on behalf of a disclosed principal, the proper party to enforce the contract is the principal, not the nominees. The Plaintiff, as the disclosed principal who paid the full purchase price and on whose behalf the nominees were appointed, is therefore the proper party to bring this action.

This Court also observed that several of D1’s submissions on this issue were not pleaded in its Defence. D1 is bound by its pleadings and cannot adduce facts or submissions on unpleaded matters. This is consistent with the Federal Court’s holding in Instantcolor System Sdn Bhd v Inkmaker Asia Pacific Sdn Bhd [2017] 2 MLJ 697 – “It is a cardinal rule that parties are bound by their pleadings and are not allowed to adduce facts and submissions on matters which they had not pleaded”.

Accordingly, I find that the Plaintiff has the requisite locus standi to bring this action.

This issue is effectively conceded. The relationship between D1 and D2 is not disputed. Pursuant to the Collaboration Agreement, the existence of which is an agreed fact (Enclosure 12), D1 agreed for D2 to develop D1’s land and carry out the Project. D1 then executed the PA dated 3 October 2011 appointing D2 as its lawful attorney to act on D1’s behalf for the completion of the Project.

The authenticity and validity of the PA is not disputed by D1. SD1 admitted during cross-examination that the PA was registered at the High Court on 5 October 2011. Although SD1 testified that the PA was allegedly cancelled by D1 in 2018, no evidence of such cancellation was produced before this Court. In any event, the PA was valid and subsisting in January 2015 and August 2015, which are the material times when the Plaintiff paid the full purchase price and the SPAs were executed. This Court also considered that during cross-examination, SD1 initially claimed that D1 had cancelled the “surat akujanji” before correcting himself to say “surat kuasa wakil”. He then expressly confirmed that the Surat Akujanji itself was never cancelled by SPNB. This confusion further undermines SD1’s credibility on the termination issue. Even if the PA had been cancelled in 2018 (which is not proved), all material transactions occurred before the alleged cancellation and would not be retrospectively affected.

Most significantly, when asked directly during cross-examination whether Cosmic Master was a valid agent of SPNB under the Collaboration Agreement and PA, SD1 answered : “Setuju” (Agree). This is a clear and unqualified admission of the agency relationship.

This Court further observed that SD1’s own witness statement (Enclosure 37) contains a critical admission. In his examination-in-chief, SD1 testified that through the Collaboration Agreement and PA, D1 “telah menyerahkan hak, tanggungjawab dan kuasanya kepada Defendan Kedua untuk mengendalikan dan menjalankan projek perumahan Taman Seri Molek Perdana... termasuk dan tidak terhad kepada pengurusan, pemasaran, penjualan dan pelupusan unit-unit rumah kepada para pembeli dan juga apa-apa liabiliti dan tanggungjawab berkaitan projek perumahan tersebut.” This sweeping admission, that D1 transferred to D2 all rights, responsibilities and authority including management, marketing, sales, disposal of units and all liabilities related to the project, was volunteered in SD1’s own evidence-in-chief before cross-examination even commenced.

This same admission is echoed in D1’s own Ringkasan Kes (Enclosure 35), where D1 stated that it had transferred rights and authority to D2 including “pengurusan, pemasaran, penjualan dan pelupusan unit-unit rumah kepada para pembeli dan juga apa-apa liabiliti dan tanggungjawab berkaitan projek perumahan tersebut”. D1’s filed case summary therefore contradicts its defence that D2 acted outside authority. It is a contradiction the Court cannot overlook.

It is trite law that a power of attorney establishes the relationship of principal and agent between the donor and the donee. In Lau Kee Ko & Anor v Paw Ngi Siu [1974] 1 MLJ 21, the Federal Court held that a power of attorney establishes the relationship of principal and agent as between the donor and donee and is therefore affected by the law applicable to the law of agency. The Court of Appeal in Sidambaram a/l Torosamy v Lok Bee Yeong (representative to the estate of Soma Sundram a/l Doraiswamy) [2017] 4 MLJ 570 similarly held that by such a creation, the donor as principal shall be liable to a third party for the acts of the donee, his agent, if the donee has acted within the bounds of his authority.

Accordingly, this Court finds that D2 was, at all material times, the lawful attorney and agent of D1.

Having established the agency relationship, the critical question is whether D2 acted within the authority conferred by D1 under the PA. It is trite law that a principal is bound by the acts of its agent performed within the scope of the authority granted by the principal.

In Anvest Corp Sdn Bhd v Wong Siew Choong Sdn Bhd [1998] 2 MLJ 30, the Court of Appeal, citing Chitty on Contracts, held – “The general rule is that a principal is bound by, and entitled to the benefit of the contract of his agent made on his behalf within the scope of such agent’s actual authority…”

In Darahman bin Ibrahim & Ors v Majlis Mesyuarat Kerajaan Negeri Perlis & Ors [2008] 4 MLJ 309, the Court of Appeal held that in law, the acts, contracts and representations of the agent must bind the principal and that the agent’s authority gives it the power to affect the principal’s legal relations with third parties.

In the recent decision of the Court of Appeal in Champion Score Sdn Bhd v Mohd Sobri Chew bin Abdullah [2025] 3 MLJ 732, it was held, citing Choo Ah Kow v Yeow Yew Thiam [1989] 1 MLJ 187, that by virtue of a power of attorney, the principal should be bound by the act of his attorney as if the agreement was executed by him personally. Section 179 of the Contracts Act 1950 [Act 136] was also invoked, where contracts entered into through an agent may be enforced in the same manner as if entered into by the principal in person.

This Court also considered sections 180 and 181 of the Act 136 on which D1 itself relied. Section 180 of Act 136 provides that where an agent does more than he is authorised to do, and the part of what he does within his authority can be separated from the part beyond his authority, so much of what he does as is within his authority is binding as between him and his principal. Section 181 of Act 136 provides that where the excess cannot be separated from what is within authority, the principal is not bound to recognise the transaction. Even on D1's case at its highest, that D2 exceeded authority in some respects, section 180 would still bind D1 to those acts that fell within D2's authority, which include receiving payment for sales of units and executing sale documents.

This Court now turns to examine the scope of D2’s authority under the PA. During cross-examination, SD1 was taken through the PA clause by clause and agreed to the following – Clause 1.8 : D2 was authorised to sell units under D1’s name as vendor, to execute sale and purchase agreements, to receive any payment for the sales of the individual properties and to give a good receipt therefrom. Clause 1.9 : D2 was authorised to sign and execute all such documents and letters and generally to do all acts, deeds, matters and things as may be necessary or expedient for effecting the purposes of the PA. Clause 1.12 : D2 was authorised to decide on the rental or sale prices of the units in the Project. Clause 1.13 : D2 was authorised to manage the proceeds or other moneys arising from the sale of the units. Clause 1.16 : D2 was authorised to demand, recover and receive all sums of money due and owing to D1 in connection with the Project. Clause 1.21 : D2 was authorized to accept any payment, monies, remuneration and manage any such fund to complete any transactions for the purpose of the PA.

These admissions are significant. SD1 has effectively conceded that the PA granted D2 comprehensive authority to sell, receive payments, manage proceeds, set prices and execute all necessary documents. What D2 did when dealing with the Plaintiff by receiving the purchase price of RM4,000,000.00, issuing a receipt and executing the SPAs on behalf of D1, fell squarely within the express authority granted by the PA.

D1’s defence rests essentially on the assertion that D2 acted outside the PA’s scope. However, D1 has failed to particularise or explain how D2 exceeded its authority. In the absence of any such particulars or evidence, D1’s bare assertion is unsubstantiated and must be rejected. It is trite that a party who asserts a limitation on an agent’s authority bears the burden of proving the same, which D1 has plainly failed to discharge.

D1 relies on the decision of the Court of Appeal in Champion Score Sdn Bhd v Mohd Sobri Chew bin Abdullah [2025] 3 MLJ 732 at paragraphs [58] - [59] to support its argument that D2 exceeded the PA’s scope. In that case, the Court of Appeal held that it was a clear case of abuse of the PA where the developer created a charge over property. The Court held that the donee cannot do what the donor could not do.

This Court finds that Champion Score is distinguishable from the present case. In Champion Score, the donee created a charge over the property, which was an act the donor (SPNB) would not and could not have done. The act was fundamentally alien to the purpose of the PA. In the present case, however, D2 did precisely what the PA authorised : it sold property units, received payment, issued receipts and executed sale documents. These acts are the very core of what the PA was designed to enable. The rationale of Champion Score - that a donee cannot exceed the four corners of the instrument, actually supports the Plaintiff’s case, because the acts complained of here fall well within the four corners of the PA.

Furthermore, the PA contains an express ratification clause which provides – “The Donor hereby agrees to ratify and confirm all and whatsoever the Donee shall lawfully do or cause to be done in or about the premise by virtue of these presents. The Donor hereby further declares that all and every receipts, deeds, matters and things which shall be by the Donee given, made, executed or done for the aforesaid purposes shall be as good, valid and effectual to all intends and purposes whatsoever as if the same had been signed, sealed, delivered, given or made or done by the Donor in person”.

SD1 disagreed that this ratification clause applied, but his disagreement was bare and unsupported by any cogent reasoning. The clause speaks for itself. D1, as donor, agreed in advance to ratify all lawful acts of D2 performed within the scope of the PA. Having found that D2’s acts fell within the PA’s scope, it follows that D1 has ratified those acts.

This Court also rejects D1’s argument that D2’s receipt of RM4,000,000.00 without depositing it into the Housing Developer Account renders the transactions non-binding on D1. This argument, which this Court observed was not pleaded in D1’s Defence and to which the Plaintiff’s counsel formally objected on record during trial, conflates D2’s failure to comply with its regulatory obligations under the Housing Development (Control and Licensing) Act 1966 with the validity of the Plaintiff’s payment. The Plaintiff paid the money to D1’s duly authorised agent. What the agent did with the money after receipt is a matter between principal and agent. It cannot retrospectively invalidate the Plaintiff’s payment.

In this regard, this Court considers that SD1’s own testimony in his witness statement (Enclosure 37, Q&A 7(ii)) reveals that D1’s expectation was for D2 to deposit payments into the Akaun Pemaju Perumahan. SD1 testified that D1 had no knowledge of the cheques “kerana kegagalan Defendan Kedua memasukkan bayaran-bayaran tersebut ke dalam Akaun Pemaju Perumahan”. This actually confirms that D2 was meant to receive and handle payments on D1’s behalf, undermining D1’s argument that receiving payment was outside D2’s authority. Moreover, D1, as the licensed developer holding the APDL, bore the regulatory responsibility for ensuring HDA compliance.

Accordingly, this Court finds that D1, as principal, is bound by the acts of D2 performed within the scope of the authority granted under the PA. D2’s receipt of the full purchase price, issuance of the receipt and Surat Akujanji, and execution of the SPAs on behalf of D1 were all acts within D2’s authority, and D1 is bound thereby.

The Plaintiff contends that by paying the full purchase price of RM4,000,000.00, it became the beneficial owner of the Properties, and D1 became the bare trustee for the Plaintiff.

It is trite law that a purchaser becomes the beneficial owner once the full purchase price is paid and the vendor becomes a bare trustee for the purchaser once the full purchase price is received. This principle is well established in Malaysian law. In See Leong Chye @ Sze Leong Chye & Anor v United Overseas Bank (M) Bhd and another appeal [2021] 5 MLJ 759, the Federal Court held – “(c) a purchaser of land who has paid the full purchase price becomes the beneficial owner of the land; and the vendor who has received the full purchase price becomes the bare trustee for the purchaser. As a bare trustee, the vendor has no capacity in law to sell or transfer the land to any third party”.

The Court of Appeal in Frankey Leong Pit Fui (as the administrator of the estate of Louis Leong Kui Yung, deceased) v Foong Da Realty Sdn Bhd [2021] 4 MLJ 418, citing the Supreme Court in Yeong Ah Chee v Lee Chong Hai & Anor And Other Appeals [1994] 2 MLJ 614, reaffirmed this principle – “It is an old and well-settled rule of equity that under a valid contract for sale of land, the beneficial ownership of the land passes to the purchaser who becomes the equitable owner... When the full purchase price is paid, the vendor becomes a bare trustee ie unqualified trustee for the purchaser”.

In the present case, the evidence overwhelmingly establishes that the Plaintiff paid the full purchase price –

the payment of RM4,000,000.00 via four banker’s cheques is undisputed;

D2 (as D1’s lawful agent) issued an Official Receipt acknowledging “Full settlement for the above units”;

D2 (as D1’s lawful agent) acknowledged receipt of RM4,000,000.00 as full purchase price in the Surat Akujanji;

D2 expressly acknowledged in the Surat Akujanji that the Plaintiff is the beneficial owner/registered owner of the Properties; and

D2’s company chop was endorsed on the banker’s cheques themselves, providing additional documentary proof of receipt.

This amounts to a clear and unequivocal admission that the Plaintiff has paid the full purchase price and has thereby become the beneficial owner of the Properties. As D2 was D1’s lawful agent, D1 is bound by D2’s admissions. In National Chemsearch Corpn (SEA) Pte Ltd & Anor v Hotel Ambassador (Malaysia) Sdn Bhd [1975] 2 MLJ 193, the Federal Court held – “The declarations, admissions and acts of agents are admissible against their principals on grounds very similar to those which govern the declaration of co-partners. The principal constitutes the agent as his representative in the transaction of certain business. Whatever, therefore, the agent does in the lawful prosecution of that business, is the act of the principal”.

D1 submits, relying on its Reply Submission, that the cases of See Leong Chye and Frankey Leong should be distinguished because in those cases there were SPAs between the relevant parties, whereas here no SPA exists between the Plaintiff and D2. This argument is misconceived. There are in fact 30 SPAs executed between D1 (through D2 as its lawful attorney) and the Plaintiff’s nominees. The absence of an SPA in the Plaintiff’s own corporate name is explained by the nominee arrangement - an arrangement expressly contemplated and authorised by the Surat Akujanji and confirmed by the unchallenged evidence of SP1. The bare trust principle does not require the SPA to be in the beneficial owner’s name. It arises from the payment of the full purchase price.

The Court also observed that D1 has never returned the RM4,000,000.00 to the Plaintiff. This is telling. If D1 genuinely believed the transaction was invalid and the Plaintiff had no claim, one would expect D1 to have returned the money. Its failure to do so is inconsistent with its current position.

Accordingly, this Court finds that the Plaintiff is at all material times the beneficial owner of the Properties, and that D1 is the bare trustee of the Properties for the benefit of the Plaintiff.

D1 denies being bound by the Surat Akujanji, alleging that D2 acted outside its authority in issuing the undertaking. D1 argues in its Reply Submission that it never ratified D2’s actions and that the 6-month completion undertaking contradicts the statutory completion period under the SPAs.

This Court observed a discrepancy in D1’s evidence. SD1’s witness statement (Enclosure 37, Q&A 7(iii)) refers to the Surat Akujanji as dated “16.10.2015”, whereas the Plaintiff’s evidence and the document itself are dated 16 January 2015. This discrepancy, though it may be a typographical error, suggests unfamiliarity with the actual document on the part of D1’s witness, which is inconsistent with his claim to have personal knowledge about whether D1 ratified D2’s actions.

This Court has already found that D2 acted within the scope of its authority under the PA. The same reasoning applies to the Surat Akujanji. D2’s undertaking to complete the Project within 6 months, to pay late delivery interest and if necessary to refund the full purchase price, all fall within the broad authority granted by Clause 1.9 of the PA, which empowered D2 to sign and execute all such documents and letters and generally to do all acts, deeds, matters and things as may be necessary or expedient for effecting the purposes of the PA.

D1’s argument that it would never have ratified the 6-month completion undertaking because it contradicts the statutory SPA terms is fundamentally misconceived. D2’s authority derives from the PA, not from the SPAs. The SPAs merely evidence the transactions entered into pursuant to D2’s authority. Whether the undertaking runs contrary to the SPA terms is irrelevant to the question of D2’s authority under the PA. D1, as principal, is bound by D2’s undertaking so long as D2 was acting within the authority granted by D1 via the PA.

This Court further observed that SD1 admitted during cross-examination that D1 never responded to the Plaintiff’s solicitors’ letters demanding acknowledgment of the SPAs and requesting project status updates. D1 received these letters (evidenced by SPNB’s stamp on the correspondence) but maintained silence. SD1 further agreed that D1 never denied the existence of the SPAs. This silence, combined with receipt of the correspondence, is inconsistent with D1’s current position that the transactions are invalid and the Surat Akujanji is not binding.

Accordingly, this Court finds that D1 is bound by the undertakings given by D2 pursuant to the Surat Akujanji, including the undertaking to complete the Project within 6 months and to pay late delivery interest.

The Surat Akujanji provides that D2 (as D1’s agent) undertook to complete the Project and deliver the Certificate of Completion and Compliance to the Plaintiff within 6 months from 16 January 2015. Failing which, the Plaintiff would automatically grant an extension of time and D2 would pay late delivery interest at the rate of 10% per annum on the purchase price.

It is undisputed that the Project was not completed within 6 months of 16 January 2015. SD1 confirmed that the Project was completed in stages between 2020 and 2023, well beyond the stipulated timeframe. Even after full completion, the Properties were not delivered to the Plaintiff.

This Court also observed that D2 itself treated the late delivery interest obligation as binding. The Plaintiff adduced evidence of five cheques issued by Cosmic Master to New Station 99 Sdn Bhd (Bundle C, pages 11 - 15), which the Plaintiff’s counsel identified as payments of late delivery interest made in response to the Plaintiff’s solicitors’ demand (Bundle C, page 6). When cross-examined on these cheques, SD1 could only respond “tidak pasti” (not sure) to every question. D2’s partial payment of late delivery interest is a further contemporaneous acknowledgment by D1’s agent that the Surat Akujanji’s terms, including the late delivery interest obligation, were binding and operative.

Having found that D1 is bound by the Surat Akujanji, D1 is liable to pay late delivery interest at 10% per annum on the purchase price of RM4,000,000.00 from the expiry of the 6-month completion period (i.e. from 17 July 2015) until the date of delivery of the Properties or realisation.

Accordingly, this Court finds that the Plaintiff is entitled to late delivery interest at the rate of 10% per annum on the sum of RM4,000,000.00 from 17 July 2015 until the date of delivery of the Properties to the Plaintiff or its nominees.

Before turning to the assessment of D1's defence, this Court records, for completeness, that the Plaintiff's alternative prayer for a refund of RM4,000,000.00 (prayer (f) of the Statement of Claim), together with the related prayers for pre-judgment interest at 8% per annum [prayer

(g)] and post-judgment interest at 5% per annum [prayer (h)], are rendered academic by the grant of specific performance and the award of late delivery interest at Issues 3 to 5 above, and need not be separately addressed.

D1’s defence is founded essentially on the proposition that D2 acted outside its authority and that D1 should not be held accountable for D2’s unauthorised acts. Having examined the PA clause by clause, and having considered the admissions made by SD1 during cross-examination and in his own witness statement, I find this defence to be unsustainable.

D1 granted D2 comprehensive authority under the PA to sell properties, receive payments, set prices, execute documents and manage proceeds. D2 did precisely these things when dealing with the Plaintiff. D1 cannot now disclaim responsibility for the very transactions its PA authorised. To permit D1 to do so would be to allow a principal to escape the consequences of its own delegation of authority, to the detriment of an innocent third party who dealt with the agent in good faith and reliance on the PA.

The internal contradictions in D1’s case are stark. D1’s own Ringkasan Kes (Enclosure 35) acknowledges transferring to D2 all rights including sales, marketing, disposal of units and all liabilities and responsibilities related to the project. SD1’s witness statement (Enclosure 37, Q&A 6) repeats this concession. Yet D1 simultaneously argues that D2 acted outside authority when it sold units, received payment and issued undertakings. These positions are irreconcilable.

This Court is also mindful that D1’s APDL was used for the Project. Under the Housing Development (Control and Licensing) Act 1966, the licensed developer retains statutory obligations towards purchasers regardless of any private agency arrangement. D1 cannot shelter behind D2’s regulatory defaults while retaining the benefits of the development.

The undisputed facts speak volumes : D1 completed the Project between 2020 and 2023 itself, not through D2, demonstrating ongoing control and involvement. Yet D1 did not deliver the 30 units to the Plaintiff. D1 received correspondence from the Plaintiff’s solicitors but maintained silence. D1 has never returned the RM4,000,000.00. D1 has never denied the existence of the SPAs. These facts are wholly inconsistent with D1’s defence.

For the reasons set out above, this Court finds in favour of the Plaintiff on all issues. Accordingly, the Plaintiff's claim against D1 in the Statement of Claim is allowed, including the following reliefs and additional consequential reliefs –

A declaration that the Sale and Purchase Agreements as listed in Appendix B of the Statement of Claim are valid and enforceable;

A declaration that the Plaintiff is the legal and beneficial owner of the Properties as listed in Appendix A of the Statement of Claim;

A declaration that D1 is the bare trustee for the Plaintiff in respect of the Properties as listed in Appendix A of the Statement of Claim;

Specific performance of the Sale and Purchase Agreements, namely that D1 shall sell, transfer and deliver the Properties as listed in Appendix A of the Statement of Claim to the Plaintiff and/or its nominees within ninety (90) days from the date of this order;

D1 shall pay to the Plaintiff late delivery interest at the rate of 10% per annum on the sum of RM4,000,000.00 from 17 July 2015 until the date of delivery of the Properties to the Plaintiff or its nominees;

Pursuant to prayer (j) of the Statement of Claim and Order 45 Rule 8 of the Rules of Court 2012, and as a consequential relief to Order (d) above, in the event that D1 fails to comply with Order

within the stipulated period of 90 days, the Senior Assistant Registrar of this Court is hereby nominated to execute all necessary transfers, instruments and documents to effect the transfer and delivery of the Properties to the Plaintiff and/or its nominees and any document so executed shall operate as if executed by D1; and

Costs of RM100,000.00 subject to the allocator fee. Dated : 1 April 2026 -signed-Dr Noradura binti Hamzah Judicial Commissioner High Court Civil 2 Johor Bahru Solicitor for the Plaintiff : : CK Yap together with Wong Chun Long Messrs. Eiming Chua & Co. Solicitor for the First Defendant : : Zunnasri Bin Sarbini Messrs. Mimirahayu Haniff Heng & Partners