Revolusi Rancak Sdn Bhd v Bukit Melita Sdn Bhd (WA-22NCvC-275-04/2021)

These are the written Grounds of Judgment following the oral decision delivered in open court on 31 October 2025. After a full trial, the Plaintiff’s claim was dismissed in its entirety, while the Defendant’s counterclaim was allowed in part, limited strictly to contractual interest under the Sale and Purchase Agreement (“SPA”) up to the effective date of the Consent Order. 18/12/2025 18:01:15

These Grounds of Judgment are prepared based on the pleadings, the agreed facts, the documentary and oral evidence adduced at trial, the notes of proceedings, and the written submissions and authorities filed by both parties.

This civil action arises from disputes over the SPA and subsequent dealings between the parties concerning settlement payments and interest following an earlier Court of Appeal decision on the 7 June 2018 and the subsequent Consent Order dated 22 October 2018. The Plaintiff alleges breach of contractual obligations and misrepresentation, while the Defendant counterclaims for unpaid sums, interest, and damages.

The Plaintiff and the Defendant entered into the SPA dated 8 May 2012 in respect of three parcels of plantation land, namely Lot 2186 (Geran 9725), Lot 2187 (Geran 6927), and Lot 2215 (Geran 6171), for an agreed purchase price as stipulated therein.

Under the SPA, the Plaintiff was obliged to pay the balance purchase price within the contractual completion period. The SPA further provided that in the event of late payment, the Defendant was entitled to charge contractual interest and to withhold delivery of vacant possession pending full settlement.

Disputes subsequently arose between the parties concerning payment of the balance purchase price, the computation of interest, and completion of the SPA. These disputes led to earlier proceedings, which culminated in an order for specific performance, followed by a Consent Order that compelled completion while preserving the substantive contractual obligations of the parties.

It is not in dispute that vacant possession of the subject lands was ultimately delivered to the Plaintiff on 13 July 2016 after payment of the requisite sums was completed.

The Plaintiff now seeks loss of profits allegedly suffered from the delayed possession period (August 2012 – July 2016), asserting that the Defendant had been unjustly enriched through continued occupation and use of the lands.

The Defendant, in turn, claims the Plaintiff was never ready, willing, and able to perform, having failed to pay the balance purchase price on time and to comply with the SPA’s strict completion mechanism. The Defendant counterclaims for contractual interest, post-judgment interest, and related losses.

In its Statement of Claim, the Plaintiff alleged that the Defendant breached the SPA and/or the Consent Order by delaying completion and delivery of vacant possession. The Plaintiff claimed damages for loss of profits allegedly suffered during the period of delay and, in the alternative, restitution based on unjust enrichment.

The Defendant denied liability and contended that any delay was attributable to the Plaintiff’s own failure to make timely and unconditional payment of the balance purchase price. By way of counterclaim, the Defendant sought contractual interest arising from late payment and related reliefs.

From Enclosure 45 (Statement of Agreed Facts) and Enclosure 46 (Issues to Be Tried), the following are established:

Existence of the SPA dated 8 May 2012.

(ii) Court-ordered specific performance (Consent Order).

(iii) Delivery of vacant possession on 13 July 2016.

(iv) The Plaintiff’s claim relates solely to alleged loss for the period of delay. Issues to Be Tried

Whether the Defendant breached the SPA or SP Order by delaying delivery of vacant possession;

(ii) Whether the Plaintiff was ready, willing, and able to perform under the SPA;

(iii) Whether the Defendant’s retention and use of the lands amount to unjust enrichment;

(iv) Whether the Plaintiff’s claim for loss of profit is speculative or substantiated by expert evidence;

Whether the Defendant is entitled to its counterclaim for contractual or post-judgment interest. E. ISSUES FOR DETERMINATION

The issues that arise for determination before this Court are:

whether the Plaintiff was at all material times ready and willing to perform its obligations under the SPA;

whether the Defendant breached the SPA and/or the

whether the Plaintiff has proven its claim for loss of profits;

whether the Defendant was unjustly enriched during the period of delay; and

whether the Defendant is entitled to its counterclaim for interest, and if so, to what extent. F. FINDINGS AND ANALYSIS OF THE COURT

Readiness and Willingness to Perform

The Plaintiff contended that it was at all material times ready, willing, and able to perform its obligations under the SPA, and that any delay in completion was caused by the Defendant’s conduct. In support, the Plaintiff relied principally on the testimony of PW2, Khaveta a/p Subramaniam, who asserted that payments were made and that any withholding was due to disputes over interest computation.

The Defendant disputed this narrative and submitted that readiness and willingness under section 40 of the Contracts Act 1950 requires strict and timely compliance with reciprocal obligations. Reliance was placed on authorities including Boustead Trading (1985) Sdn Bhd v Arab-Malaysian Merchant Bank Bhd [1995] 3 MLJ 331 and Syarikat Kemajuan Timbermine Sdn Bhd v Kerajaan Negeri Kelantan [1995] 1

Upon examination of the documentary evidence and the oral testimony, the Court finds that the Plaintiff’s payment of the balance purchase price was neither timely nor unconditional. PW2 accepted during cross-examination that certain payments were made “under protest” and that disputes over interest persisted before full settlement was achieved.

DW1, on the other hand, testified consistently that the Defendant was prepared to complete upon receipt of full payment in accordance with the SPA, and that delivery of vacant possession was withheld solely because the contractual precondition had not been satisfied. This testimony was supported by contemporaneous correspondence and bank records and was not materially impeached in cross-examination.

The Court therefore finds that the Plaintiff was not continuously ready and willing to perform within the meaning of section 40 of the Contracts Act 1950. Conditional or disputed performance does not satisfy the legal requirement. This issue is accordingly resolved in favour of the Defendant.

Alleged Breach of the SPA and the Consent Order

The main point of the Plaintiff’s case is that the Defendant breached the SPA and/or the Consent Order by failing to deliver vacant possession within the timeframe contended by the Plaintiff. It was argued that once the Consent Order for specific performance was recorded, the original contractual sequence under the SPA was superseded.

The Defendant submitted that the Consent Order did not rewrite, vary, or displace the substantive terms of the SPA, but merely compelled performance of the SPA according to its existing terms. Reliance was placed on Tay Joo Sing v Ku An Realty Sdn Bhd [2010] 7 MLJ 380 and Boustead Trading (1985) Sdn Bhd v Arab-Malaysian Merchant Bank Bhd [1995] 3 MLJ 331.

The Court agrees with the Defendant. A consent order for specific performance must be construed harmoniously with the underlying contract. Unless the order expressly varies the contractual sequence of performance, the original contractual obligations remain intact.

Nothing in the Consent Order absolved the Plaintiff from its obligation to make full payment of the balance purchase price as a condition precedent to delivery of vacant possession. The evidence shows that the Defendant withheld delivery only because this precondition had not been satisfied.

Accordingly, the delay in completion did not arise from any breach on the part of the Defendant, but from the Plaintiff’s own non-compliance with the payment terms of the SPA.

Loss of Profits and Expert Evidence

The Plaintiff’s claim for loss of profits is founded primarily on the testimony of PW1, Perumal a/l Manimaran, and the Estimated Financial Performance (“EFP”) report prepared by him.

PW1 is a chartered accountant. In his witness statement, he accepted that the EFP report was prepared based on general MPOB averages and assumed yields, without access to actual production records, harvesting logs, or audited plantation accounts.

During cross-examination, PW1 candidly admitted that he is not an agronomist or plantation manager, that no soil analysis or tree census was conducted, and that the report represented an estimated projection rather than proof of actual loss.

The Defendant challenged the reliability of this evidence, relying on section 45 of the Evidence Act 1950 and authorities including Batu Kemas Industri Sdn Bhd v Kerajaan Malaysia & Tenaga Nasional Bhd [2015] 5 MLJ 52 and Bonham-Carter v Hyde Park Hotel [1948] WN 89.

The Court accepts the Defendant’s submission. While PW1 was honest in his testimony, the EFP report was speculative and unsupported by site-specific data. It does not meet the forensic standard required to prove damages. Applying Hadley v Baxendale and Syarikat Kemajuan Timbermine Sdn Bhd v Sukarto [1979] 2 MLJ 212, the Court finds that the Plaintiff has failed to establish both the fact and quantum of the alleged loss of profits. This claim is accordingly dismissed.

Unjust Enrichment

The Plaintiff advances this as an alternative cause of action, contending that the Defendant unjustly benefited from the use of the plantation lands during the period of delay (8 August 2012 – 13 July 2016) when vacant possession was withheld.

The principle of unjust enrichment in Malaysian law is grounded in equity and codified indirectly through section 71 of the Contracts Act 1950, which provides that a person to whom a benefit has been conferred “must make compensation” if such benefit was not lawfully due. The essential elements were articulated in Dream Property Sdn Bhd v Atlas Housing Sdn Bhd [2021] 4 MLJ 753 (CA) and consistently applied in subsequent authorities, that:

The defendant has been enriched;

The enrichment is at the expense of the plaintiff;

The enrichment is unjust (i.e. without lawful basis); and

There are no defences (such as change of position or lawful contract) that justify retention of the benefit. See also CIMB Bank Bhd v Anthony Lawrence Bourke [2019] 4 MLJ 1 (FC), which held that the existence of a valid contract governing the same subject matter bars restitutionary relief, save where the contract is void or has been rescinded.

The Plaintiff asserts that, while it was deprived of use of the lands during the four-year delay, the Defendant and/or its agents continued to derive financial benefit from the palm-oil plantation. It argues that such a benefit, estimated by reference to the same figures in the EFP Report, is unjust because:

The SPA had been upheld by the Court through the specific-performance judgment;

The Defendant’s continuing occupation was contrary to that judgment and thus without legal entitlement; and

Equity demands disgorgement of any profits obtained during the “delay period”.

This position is reflected in the witness statement of PW2 Khaveta, who stated that the Defendant “had been unjustly enriched by intentionally breaching and delaying compliance with the High Court Judgment and/or the SPA” and that “any profit obtained and derived from the said lands should be disgorged and paid to the Plaintiff”.

The Defendant maintains that the enrichment claim is inconsistent with the subsisting contractual framework:

Existence of a Valid Contract. The SPA governed both parties’ rights and obligations; therefore, any claim for gain or benefit must be assessed under that contract, not in restitution.

Lawful Possession. The Defendant remained in possession lawfully until the Plaintiff completed payment. The use of the land during this time was not without basis, but rather pursuant to its retained title under the SPA and Consent Order.

No Proven Benefit. There is no credible evidence of actual income or profit. No audited plantation accounts or sale records were produced. The Defendant denied operating or harvesting any crop for commercial sale, and the Plaintiff offered only conjecture via the EFP Report.

Counter-Causation. As the Court earlier found the Plaintiff not ready and willing to perform, any deprivation of use resulted from the Plaintiff’s own default.

The Court agrees with the Defendant. The following is the analysis of the Court.

Existence of Contractual Framework

It is well established that restitutionary relief cannot override contractual allocation of risk. The SPA was a subsisting and enforceable contract throughout the material period. The Defendant’s continued occupation was sanctioned by the terms of that contract, which required delivery only after full payment. As observed in Dream Property, where a contract subsists and governs the parties’ rights, equity will not intervene by imposing an independent obligation to make restitution.

Hence, any alleged benefit derived by the Defendant was not unjust, but pursuant to a legal entitlement under the SPA.

Absence of Proof of Enrichment

Even if restitution were theoretically available, the Plaintiff bears the burden to prove actual enrichment and its value. The evidence adduced consisting solely of PW1’s financial estimation and PW2’s assertions does not satisfy that burden. There is no proof that the Defendant harvested or sold any FFB crop during the relevant period, nor any bank statements, invoices, or audit records evidencing proceeds.

Courts have repeatedly rejected enrichment claims founded on speculative assumptions (see Popular Industries Ltd v Eastern Garment Manufacturing Sdn Bhd [1989] 3 MLJ 360; PB Malaysia Sdn Bhd v Samudra (M) Sdn Bhd [2009] 7 MLJ 681).

Causation and Equity

The equitable doctrine also requires that the enrichment be “at the expense” of the Plaintiff. Here, the Plaintiff’s deprivation of use arose from its own delay in payment. The Defendant’s interim possession therefore did not occur at the Plaintiff’s expense in law, but in accordance with the risk allocation chosen by both parties.

On the totality of the evidence, the Court finds that:

The SPA remained operative and valid during the material period; thus, section 71 Contracts Act does not apply.

The Defendant’s continued possession was lawful and contractual, not unjust.

There is no proven financial benefit or quantifiable gain established by credible evidence.

Even if minor incidental benefit existed, it would not be inequitable for the Defendant to retain it, given the Plaintiff’s own non-performance.

Accordingly, the Plaintiff’s claim for unjust enrichment is dismissed.

The Defendant’s counterclaim is anchored upon the express contractual interest clause in the SPA, which entitles the vendor to charge interest on late payment of the balance purchase price.

Under Malaysian law, such contractual stipulations are recognised and enforceable provided they do not constitute a penalty. The relevant principles are well established:

Section 74 of the Contracts Act 1950 allows compensation for breach “which naturally arose in the usual course of things.” Contractual interest is a legitimate form of compensation for the delay in payment of money due.

The Federal Court in Lian Keow Sdn Bhd v Overseas Credit Finance (M) Sdn Bhd [1988] 2 MLJ 449 held that agreed interest provisions are enforceable unless shown to be unconscionable or contrary to statute.

The High Court in Sri Hartamas Development Sdn Bhd v MBf Finance Bhd [1992] 1 MLJ 313 reaffirmed that a purchaser who fails to make timely payment must bear contractual interest until full settlement, even if specific performance is later ordered.

Conversely, post-judgment interest beyond the scope of the judgment or consent order must be expressly provided or otherwise would amount to double recovery (Beauford Hotels Sdn Bhd v Tokyu Construction Co Ltd [2004] 5 MLJ 665).

In the counterclaim, the Defendant claims that the Plaintiff:

Failed to remit the balance purchase price within the contractual completion period;

Remitted payment in stages over an extended period, contrary to the term stipulated in the SPA; and

Consequently incurred contractual interest at the agreed rate (8% per annum) from the due date until actual payment.

The Defendant further claims that since the Consent Order did not extinguish accrued contractual interest, such entitlement continued until the Plaintiff made full payment.

It also seeks post-judgment interest on sums unpaid at the time of judgment, relying on Order 42 rule 12 of the Rules of Court 2012, which grants the Court discretion to award interest from the date of judgment until payment.

The Plaintiff resists the counterclaim on several grounds:

That the Defendant’s entitlement to any interest ceased upon the Consent Order for specific performance, which crystallised the parties’ obligations;

That any further claim for contractual or post-judgment interest is res judicata;

That the Defendant had already factored interest sums into the payments accepted under protest; and

That the Defendant’s delay in delivery disentitles it to equitable interest.

The following is the Court’s findings:

Contractual Interest under the SPA

The SPA expressly provides that where the purchaser fails to pay any sum within the stipulated time, the vendor shall be entitled to charge interest thereon at the rate of 8% per annum until full payment. This clause reflects the parties’ commercial bargain and compensates the vendor for loss of use of money.

The evidence shows that the Plaintiff did not make full payment within the contractual timeframe. DW1 produced correspondence and bank records confirming late remittance of the balance price and admitted interest component. PW2 herself acknowledged that certain payments were made “under protest,” indicating awareness of accrued interest.

Applying Lian Keow and Sri Hartamas, and based on the Court of Appeal Order and the consequent Consent Order, the Court finds the interest clause valid and enforceable.

Post-Judgment or Post-Consent Order Interest

The Court agrees with the Plaintiff that the Consent Order superseded prior interest accruals. The order was a judicial compromise confirming the Plaintiff’s obligation to complete upon payment and the Defendant’s obligation to deliver title thereafter. The rights of the parties up to that date merged into the Consent Order.

To allow the Defendant to recover interest beyond that date would amount to double recovery, as the specific-performance decree already compensated by ensuring payment and transfer. This principle is consistent with Beauford Hotels and Keet Gerald v Mohd Noor [1995] 1 MLJ 193, where post-decretal interest was denied once the judgment had merged contractual rights.

Equity and Delay

Although the Plaintiff’s own delay precipitated much of the default, the Court retains discretion under Order 42 rule 12 ROC to determine a fair end-point for interest. Given that the Defendant’s counterclaim arises from the Plaintiff’s breach, equity supports allowing interest only up to the date of the Consent Order, not beyond.

The Defendant counterclaimed for contractual interest arising from the Plaintiff’s late payment of the balance purchase price.

Therefore, the Court finds that the Defendant is entitled to contractual interest under the SPA due to the Plaintiff’s late payment, consistent with Lian Keow Sdn Bhd v Overseas Credit Finance (M) Sdn Bhd [1988] 2 MLJ 449.

However, the entitlement to interest is limited to the period up to the effective date of the Consent Order. Any claim for interest beyond that date is barred by the doctrine of merger and res judicata.

This decision reflects the Court’s finding that the balance of equities and contractual obligations lies with the Defendant. The Plaintiff’s remedy under the Consent Order has been fully realised; what remains are matters of contractual adjustment, not further equitable relief.

The Court reiterates that specific performance is a mutual remedy. A purchaser cannot claim its benefits without fulfilling its own correlative duties under the contract. As emphasised by the Federal Court in Boustead Trading (1985) Sdn Bhd v Arab-Malaysian Merchant Bank Bhd [1995] 3 MLJ 331, courts must uphold the sanctity of contract and resist invitations to re-engineer agreed obligations through equitable rhetoric.

For the reasons above, the Plaintiff’s claim is dismissed in its entirety. The Defendant’s counterclaim is allowed in part, limited to contractual interest under the SPA up to the effective date of the Consent Order. Costs of RM10,000 are awarded to the Defendant. Dated: 18th December 2025 ……………………………………………… (YA PUAN MAHAZAN BINTI MAT TAIB) JUDGE HIGH COURT OF MALAYA KUALA LUMPUR Counsel for The Plaintiff : Dato’ Jason Chan & Marcus Chung Messrs. S. Mathews & Associates Advocates & Solicitors Counsel for The Defendant :