Ng Soh Hoon v Yap Liong Boon (BA-24NCvC-2316-10/2025)

This Originating Summons concerns the interpretation of a family agreement dated 15 July 1998 (“the Agreement”) entered into between members of the family of the late Yap Hau Chu @ Yap Hai Poh (“the Deceased”).

The Plaintiff seeks declaratory relief that the renunciation contained in Clause 6 of the Agreement is personal to her and 10/03/2026 11:19:28 BA-24NCvC-2316-10/2025 Kand. 25 does not affect the statutory inheritance rights of her children under the Distribution Act 1958.

The Defendants resist the application and contend that the Agreement represents a comprehensive family settlement regulating the distribution of benefits arising from the Deceased’s estate and related corporate interests. According to the Defendants, the Agreement binds not only the Plaintiff but also her heirs and successors.

The dispute therefore turns on the proper construction of the Agreement, in particular Clauses 5, 6 and 7, and the legal effect of the Plaintiff’s renunciation contained therein.

The case raises important questions concerning the interpretation of family settlement agreements and the extent to which such arrangements may affect statutory inheritance rights. Background Facts

The relevant facts are largely undisputed.

The Deceased had two wives, namely Tan Chun Hong @ Tan Choon Kiaw (the first wife) and the Plaintiff, Ng Soh Hoon (the second wife).

The Deceased had sixteen children, twelve from the first marriage and four from the second marriage.

On 15 July 1998, an agreement was entered into between certain family members for the purpose of regulating matters concerning the distribution of benefits arising from the Deceased’s assets and family companies.

Under the Agreement, the Plaintiff and her children were granted certain benefits connected with a family company.

The Agreement also appointed the Plaintiff as guardian ad litem for her children in relation to the management of these interests.

The relevant clauses of the Agreement are as follows: Clause 5 Provides for the participation of the Plaintiff and her children in the management and benefits of the family company. Clause 6 Provides: “In consideration of the above entitlements, NSH shall renounce her rights to claim against the estate of YHP.” Clause 7 Provides that the Agreement shall be binding upon the heirs and successors in title of the parties.

After the death of the Deceased, a Grant of Letters of Administration was issued to certain members of the family.

A Distribution Order was subsequently obtained in respect of the estate.

The Plaintiff now seeks a declaration that Clause 6 does not affect the statutory inheritance rights of her children. Issues for Determination

The issues before this Court may be summarised as follows: a. Whether Clause 6 of the Agreement constitutes a renunciation by the Plaintiff alone. b. Whether Clauses 5, 6 and 7 must be interpreted together as part of a single family settlement. c. Whether the Agreement binds the Plaintiff’s children. d. Whether the doctrines of approbate and reprobate, laches and acquiescence apply. e. Whether the Plaintiff is entitled to the declaratory relief sought. Plaintiff’s Submissions

Learned counsel for the Plaintiff submits that Clause 6 is clear and unambiguous.

The clause expressly states that “NSH shall renounce her rights”, which refers specifically to the Plaintiff.

Counsel argues that there is no wording in the Agreement indicating that the Plaintiff renounced the rights of her children.

It is further submitted that the Court must interpret the Agreement according to the natural and ordinary meaning of the words used.

In support of this submission, reliance is placed on the Federal Court decision in Berjaya Times Square Sdn Bhd v M Concept Sdn Bhd [2010] 1 CLJ 269, where the court emphasised that contractual interpretation must begin with the ordinary meaning of the language used.

Counsel also relies on CIMB Bank Bhd v Anthony Lawrence Bourke & Anor [2019] 2 CLJ 1 (FC) for the proposition that courts must give effect to the plain meaning of contractual provisions and should not rewrite agreements for the parties.

The Plaintiff also relies on Antara Vista Sdn Bhd v Rumaya Properties Sdn Bhd [2017] MLJU 1964 (CA) for the principle that contracts must be interpreted within their “four corners”.

It is further submitted that the children’s entitlement arises from the Distribution Act 1958, and that statutory inheritance rights cannot be waived unless the language of the contract clearly provides for such waiver.

Counsel also contends that the Plaintiff’s role as guardian ad litem did not empower her to waive the statutory inheritance rights of her minor children.

The Plaintiff therefore submits that Clause 6 must be interpreted as a personal renunciation by the Plaintiff alone. Defendants’ Submissions

The Defendants submit that the Plaintiff’s interpretation reads Clause 6 in isolation and ignores the structure of the Agreement.

Counsel for the Defendants argues that the Agreement must be interpreted as a whole, particularly Clauses 5, 6 and 7.

Clause 5 confers benefits upon the Plaintiff and her children.

Clause 6 provides that the Plaintiff renounces her rights in consideration of those benefits.

Clause 7 provides that the Agreement shall be binding upon heirs and successors in title.

It is therefore submitted that the Agreement constitutes a family settlement agreement intended to regulate the distribution of benefits connected with the Deceased’s estate.

The Defendants further submit that the Plaintiff and her children have accepted benefits under the Agreement for more than two decades.

The Defendants rely on the doctrine of approbate and reprobate, arguing that a party cannot accept benefits under a transaction while denying its obligations.

In support of this proposition reliance is placed on Kathryn Ma Li Fong v Wong Kio Chie & Anor [2024] 6 MLJ 276 (CA).

The Defendants also rely on Tan King Yong @ Tan Keng Hong & Anor v Tan Hwa Ling @ Tan Siew Leng & Ors [2022] 2 MLJ 805 (CA) for the principle that declaratory relief may be refused where there has been substantial delay and acquiescence. Principles of Contractual Interpretation

The principles governing contractual interpretation are well established.

In CIMB Bank Bhd v Anthony Lawrence Bourke & Anor [2019] 2 CLJ 1 (FC), the Federal Court reiterated that the court must give effect to the natural and ordinary meaning of the words used.

However, the court must interpret the contract holistically, having regard to the entire document and the commercial purpose underlying the agreement.

In Berjaya Times Square Sdn Bhd v M Concept Sdn Bhd [2010] 1 CLJ 269, the Federal Court emphasised that a contract must be construed as a whole so as to give effect to all provisions.

The court must therefore avoid interpreting individual clauses in isolation. Interpretation of Clauses 5, 6 and 7

Clause 5 confers benefits upon the Plaintiff and her children in relation to the family company.

Clause 6 provides that the Plaintiff renounces her rights “in consideration of the above entitlements”.

Clause 7 provides that the Agreement shall be binding upon the heirs and successors in title of the parties.

The phrase “in consideration of the above entitlements” is significant.

It indicates that Clause 6 forms part of a reciprocal arrangement.

The renunciation by the Plaintiff was given in exchange for benefits conferred under the Agreement.

Clause 7 reinforces the intention that the Agreement should bind not only the signatories but also their heirs.

When Clauses 5, 6 and 7 are read together, the Agreement clearly bears the hallmarks of a family settlement. Family Settlement Agreements

Courts have long recognised the importance of family settlement agreements.

Such agreements are encouraged by the law because they promote harmony and finality in family disputes.

In the present case, the Agreement was executed in 1998 and has been acted upon for many years.

The evidence before the Court shows that the Plaintiff and her children have enjoyed benefits under the Agreement.

It would therefore be artificial to treat Clause 6 as though it exists independently of the broader arrangement. Doctrine of Approbate and Reprobate

The doctrine of approbate and reprobate prevents a party from accepting the benefits of a transaction while simultaneously denying its obligations.

The Court of Appeal in Kathryn Ma Li Fong v Wong Kio Chie & Anor [2024] 6 MLJ 276 reaffirmed that a party must elect whether to accept or reject a transaction as a whole.

In the present case, the Plaintiff and her children have accepted benefits under the Agreement for many years.

It would be inconsistent with principles of equity to allow the Plaintiff now to assert that the Agreement does not bind her children. Laches and Acquiescence

The Plaintiff commenced the present proceedings more than two decades after the Agreement was executed.

The doctrine of laches is based on the maxim that equity aids the vigilant and not those who sleep on their rights.

In Tan King Yong @ Tan Keng Hong v Tan Hwa Ling [2022] 2 MLJ 805, the Court of Appeal emphasised that declaratory relief may be refused where there has been unreasonable delay and acquiescence.

In the present case, the delay is substantial.

During this period the Agreement appears to have been implemented and relied upon by the parties. Findings of the Court

Having considered the submissions of the parties, this Court is of the view that the Agreement must be interpreted holistically.

Clause 6 cannot be read in isolation from Clauses 5 and 7.

The Agreement constitutes a family settlement intended to regulate the distribution of benefits connected with the Deceased’s estate.

The Plaintiff and her children have accepted benefits under the Agreement for many years.

The doctrines of approbate and reprobate, laches and acquiescence therefore apply.

In these circumstances it would be inequitable to permit the Plaintiff to challenge the Agreement at this stage. Decision

For the reasons stated above, the Plaintiff’s Originating Summons is dismissed.

Costs are awarded to the Defendants. Dated this 9th March 2026 -sgd- ………………………………….. Datin Asmah binti Musa Pesuruhjaya Kehakiman Mahkamah Tinggi Malaya Mahkamah Tinggi Shah Alam Counsel for Appellant : Ms. Nursufia binti Rashdan Nubil (Ms. Malar a/p Subramaniam with her) Messrs. T C Chong & Rakan Rakan Counsel for Respondent : Mr. Lee Chooi Peng (Mr. Lim Kai Cheng with him) Messrs. KC Lim & Associates