Yhl Consulting Group Sdn Bhd v Low Kim Leng (BA-22NCvC-103-03/2022)

LOW KIM LENG

PER GUAT HEONG (COMPANY NO.: 700820-10-5092) … DEFENDANTS

This case concerns a transaction for the sale and purchase of a property at an agreed price, negotiated through a property agent. The Plaintiff’s case is that the parties had agreed to sell the property at a specific sum and that a deposit was paid pursuant to that agreement. Subsequently, the Defendants 31/12/2025 14:26:20 BA-22NCvC-103-03/2022 Kand. 85 declined to proceed with the transaction and sought to sell the property at a higher price. It is this change of position that gave rise to the present dispute.

After hearing the parties, reading the written submissions filed, and considering the evidence of the witnesses, I found that the Agreement to Purchase at the agreed price was valid and enforceable, and that the Defendants had failed to comply with its terms. Accordingly, I allowed the Plaintiff’s claim in part.

The Plaintiff is YHL Consulting Group Sdn Bhd, a company incorporated in Malaysia. The Plaintiff was, at all material times, interested in purchasing the property that is the subject of this action.

The First Defendant is Low Kim Leng, and the Second Defendant is Per Guat Heong. Both Defendants were the registered co-proprietors of the property known as No. 81, Jalan Seri Baiduri 1, Taman Seri Baiduri, 43500 Semenyih, Selangor, held under H.S.(D) 42968 No. PT 10459.

Unless otherwise stated, references to “the Defendants” refer to both Defendants collectively. Agreed Issues to be Tried

Based on the pleadings and the issues agreed and submitted by the parties, the issues to be determined by this Court are as follows:

Whether the Agreement to Purchase dated 11 September 2021 for the sale of the said property at the sum of RM1.3 million is a valid and enforceable contract binding on the parties.

Whether the First Defendant had the authority, whether actual or implied, to enter into the Agreement to Purchase on behalf of the Second Defendant in respect of the said property.

Whether the conduct of the Second Defendant amounted to an authorisation or representation that the First Defendant was entitled to act on her behalf in the sale of the said property.

Whether the Defendants were entitled to refuse to proceed with the Agreement to Purchase after the payment of the deposit.

If the Agreement to Purchase is found to be valid and binding, the Court will determine whether the Plaintiff is entitled to the reliefs sought in the Statement of Claim.

Whether the Defendants’ counterclaim in relation to the private caveat lodged over the said property has any merit. Salient Facts

The Plaintiff, YHL Consulting Group Sdn Bhd, was interested in purchasing a three-storey commercial property known as No. 81, Jalan Seri Baiduri 1, Taman Seri Baiduri, 43500 Semenyih, Selangor (the said property). The Defendants, Low Kim Leng and Per Guat Heong, jointly owned the property as registered co-proprietors, and the Second Defendant is the wife of the First Defendant.

Sometime in early September 2021, the Plaintiff was introduced to the said property by Ng Song Hiong (PW1), a registered property agent with more than 15 years’ experience. PW1 testified that he was approached by the First Defendant to source a buyer for the said property and that all dealings were conducted through the First Defendant. PW1 was never appointed by, nor did he communicate directly with, the Second Defendant.

PW1 explained that during discussions with the First Defendant, two versions of an “Agreement to Purchase” were prepared. One reflected a price of RM1.6 million (referred to in evidence as Agreement 40), which, according to PW1, was prepared solely to explore a zero-downpayment financing arrangement with a bank. The other document, Agreement 41, reflected the actual agreed purchase price of RM1.3 million.

On 10 September 2021, PW1 met the Plaintiff’s representative, Dr Yee Hun Leek (PW3), who signed Agreement 41 and issued a cheque for RM27,000, being 2% of the agreed purchase price, payable to the First Defendant. PW3 testified that he acted on the understanding conveyed by the agent that the sale price was RM1.3 million and that the transaction was agreed subject to formal documentation.

On 11 September 2021, PW1 met the First Defendant at a café, where the First Defendant signed Agreement 41 and accepted the cheque for RM27,000. PW1’s evidence was that the First Defendant did not raise any objection to the price at that point, nor did he indicate that further approval from the Second Defendant was required before proceeding. The cheque was subsequently banked in and cleared on 14 September 2021.

PW1 further testified that following the acceptance of the deposit, the First Defendant provided the contact details of his solicitors to proceed with the preparation of the Sale and Purchase Agreement. Draft documentation was thereafter prepared, and the Plaintiff applied for bank financing. The Plaintiff successfully obtained financing approval within the same month.

According to the Plaintiff’s witnesses, it was only after the deposit had been accepted and cleared that the Defendants indicated an intention not to proceed with the sale at RM1.3 million and instead sought a higher price of RM1.6 million. The First Defendant later issued a refund cheque for the RM27,000 deposit, which the Plaintiff refused to accept.

The Plaintiff’s conveyancing solicitor, Choo Kok Hon (PW2), confirmed that the Defendants’ solicitors later took the position that the sale price was RM1.6 million and that no agreement existed at RM1.3 million. PW2 also confirmed that the Agreement to Purchase was not signed by the Second Defendant and that no written authority from the Second Defendant authorising the First Defendant to act on her behalf was ever produced.

The Defendants’ case, through the First Defendant, Low Kim Leng (DW1), testified that he was one of the registered co-proprietors of the said property together with the Second Defendant. He accepted that he had discussions with the property agent, PW1, in relation to a possible sale of the said property.

DW1 confirmed that he had signed the documents presented to him by the agent on 11 September 2021. However, his position was that there were two versions of the Agreement to Purchase, one at RM1.6 million and the other at RM1.3 million. DW1 testified that he did not agree to sell the said property for RM1.3 million and that his intention was always to sell it for RM1.6 million.

DW1 further stated that the documents were signed without dates being inserted, and that the agent later filled in the details without his authorisation. According to DW1, the agreement reflecting RM1.3 million was never intended to be binding.

In relation to the deposit of RM27,000, DW1 admitted that he had received the cheque from the Plaintiff and that the cheque was banked in and cleared. However, DW1 testified that upon realising that the Plaintiff intended to proceed at RM1.3 million, he decided not to continue with the transaction and subsequently issued a refund cheque to return the deposit.

DW1 maintained that any agreement to sell the said property required the consent of the Second Defendant and that he did not have authority to bind her to a sale at RM1.3 million.

The Second Defendant, Per Guat Heong (DW2), testified that she had never personally dealt with the Plaintiff or the agent and had not signed Agreement 41. However, DW2 testified that throughout the marriage, matters relating to the management, leasing, and dealings of the said property were generally handled by her husband. She accepted that she did not involve herself in the day-to-day management of the said property, including tenancy matters, and that rental payments were received by the First Defendant.

DW2 further testified that if her husband had decided on a sale price, she would ordinarily follow his decision, although she maintained that she was only informed of a proposed sale price of RM1.6 million. She also accepted that she was unaware that the First Defendant had accepted the deposit and later refunded it without her knowledge.

It was not disputed that at no point prior to the payment and acceptance of the RM27,000 deposit did the Defendants communicate any refusal to sell the said property at RM1.3 million to the Plaintiff. Analysis and Findings Whether Agreement to Purchase (Agreement 41) is a valid and enforceable contract

The main issue to be determined is whether Agreement 41, for the sale of the said property at the sum of RM1.3 million, constitutes a valid and enforceable contract binding on both Defendants.

After hearing the parties, reading the written submissions, and considering the evidence of the witnesses from both sides, I am satisfied, on a balance of probabilities, that Agreement 41 was accepted and signed by the First Defendant, and that he had also agreed to the payment and acceptance of the deposit of RM27,000. The acceptance of the deposit, which was banked in and cleared, is consistent with the existence of an agreement at the stated price.

The Defendants relied on authorities concerning co-proprietorship, including Tect Huat Development Sdn Bhd v Goh Cheng Huat & Ors [2025] MLJU 1815 and Kok Lok Kong & Anor v Chow Jack Seon & Anor [2016] MLJU 1207, to submit that a contract signed by only one co-owner cannot bind the other. I accept the general principle stated in those cases. However, those authorities must be read in light of the facts of each case.

In both authorities relied upon by the Defendants, the courts were concerned with situations where one co-owner acted without authority, without representation, and without any conduct on the part of the other co-owner indicating consent. The present case is materially different.

Here, the Second Defendant admitted that the decision to sell the said property was vested in her husband, the First Defendant. She did not object to his dealings with the agent, did not communicate any refusal when the deposit was paid and accepted, and allowed the First Defendant to manage and decide on the sale of the said property on her behalf. On these facts, the absence of her signature alone cannot defeat the existence of a binding agreement.

Accordingly, while the principle of co-proprietorship remains sound, it does not apply mechanically to the present case, where authority arises from conduct and representation, as recognised under section 140 of the Contracts Act 1950. I reproduce the provision for reference:

“Definitions of express and implied authority An authority is said to be express when it is given by words spoken or written. An authority is said to be implied when it is to be inferred from the circumstances of the case; and things spoken or written, or the ordinary course of dealing, may be accounted circumstances of the case.” Authority of the First Defendant and conduct of the Second Defendant

In the present case, the evidence does not stop at the absence of the Second Defendant’s signature. From the facts narrated, I find that the alleged disagreement by the Second Defendant was not justifiable, as she herself admitted in evidence that the decision to sell the said property was vested in her husband, the First Defendant.

Even though Agreement 41 was not signed by the Second Defendant as a co-proprietor, her conduct represents the position that she had authorised her husband to decide on her behalf in relation to the sale of the said property. This finding is consistent with section 140 of the Contracts Act 1950, which recognises that authority may arise from conduct and representation.

On the facts before me, I find that the Second Defendant had, by her conduct, allowed the First Defendant to deal with matters relating to the said property, including its sale. Again, the authority arose by conduct and representation within the meaning of section 140 of the Contracts Act 1950. The Second Defendant is therefore bound by the agreement entered into by the First Defendant and is estopped from denying his authority.

This approach is consistent with the principles of implied authority and estoppel as recognised in Kuwait Finance House (Malaysia) Bhd v KFH Capital Sdn Bhd [2018] 4 MLJ 243 and UMBC Finance Bhd v Chong Teck Siong [1996] 1 MLJ 113.

Accordingly, the present case is distinguishable from the authorities relied upon by the Defendants, including Tect Huat Development where there was clear evidence that no authority had been given. Agreement 40 and the issue of the selling price

The Defendants emphasised the existence of another Agreement to Purchase at a price of RM1.6 million (referred to as Agreement 40). Having considered the evidence, I accept the Plaintiff’s explanation that Agreement 40 was merely signed for the purpose of enabling the Plaintiff to enquire into a zero down-payment financing arrangement with the bank.

In arriving at this finding, I also place weight on the evidence of PW1, the property agent, who was an independent third party with no personal or financial interest in the outcome of this case. His testimony on the purpose of Agreement 40 was clear, consistent, and supported by the surrounding documentary evidence. I find no reason to doubt his explanation, and his evidence lends further support to the Plaintiff’s position that Agreement 40 did not reflect the actual agreed selling price.

I therefore find that the actual selling price agreed between the parties was RM1.3 million, and not RM1.6 million. This finding is supported by the fact that the deposit of RM27,000 corresponds with 2% of RM1.3 million, and not RM1.6 million. Plaintiff’s conduct and financing approval

The evidence shows that, following the signing of Agreement 41 and the acceptance of the deposit, the Plaintiff applied for financing. The Plaintiff successfully obtained a financier, demonstrating readiness and willingness to complete the purchase in accordance with the agreed terms.

This conduct is consistent with the Plaintiff’s position that a binding agreement had been reached and contradicts the Defendants’ assertion that no agreement existed. Defendants’ refusal to proceed

I find that the Defendants’ refusal to proceed with Agreement 41 was due to a change of heart rather than any genuine dispute over its terms. If the Defendants had not agreed to sell the said property for RM1.3 million, they would have conveyed their refusal at first instance, particularly after the deposit was paid and accepted.

The attempt to refund the deposit only after it had been cleared does not negate the existence of the agreement already formed.

For the reasons set out above, I find that the Agreement to Purchase dated 11 September 2021 (Agreement 41) for the sale of the said property at the agreed sum of RM1.3 million is a valid and enforceable contract binding on the parties. The Defendants’ refusal to proceed with the transaction was unjustified and constituted a failure to comply with the agreed terms.

Accordingly, I allow the Plaintiff’s claim and grant the following reliefs:

An order of specific performance is granted, compelling the Defendants to complete the sale and purchase of the said property in accordance with the terms of the Agreement to Purchase dated 11 September 2021 and to do all acts necessary to give effect to the transaction.

In the event the Defendants fail, refuse, or neglect to comply with the order for specific performance within the stipulated time, the Deputy Registrar or Senior Assistant Registrar of this Court is authorised to sign, execute, and complete all necessary documents and to take all steps required to give effect to the order on behalf of the Defendants.

An injunction is granted restraining the Defendants, whether by themselves or through their agents or representatives, from removing or cancelling the Plaintiff’s private caveat, and from selling, transferring, or otherwise dealing with the said property pending the completion of the sale.

Costs of the proceedings are awarded to the Plaintiff in the sum of RM15,000.00, subject to the allocator’s fee. The Defendants’ counterclaim in relation to the private caveat is dismissed, as it lacks merit in light of my findings above, with no order as to costs. Dated this: 30th December 2025 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR For the Plaintiff : Anita Geraldine a/p Berdine Ferns together with Pamela Ephraim and Tay Yi Kuan Messrs The Law Office of Anita Ferns For the Defendants :