BINTAI KINDEN CORPORATION BERHAD v YEO ENG LAM
Catchwords
Civil Procedure — Striking out — Application to strike out writ and statement of claim — Whether claim plainly and obviously unsustainable — Whether action disclosed bona fide triable issues requiring full trial — Order 18 r 19(1)(b) and (d) Rules of Court 2012 Contract — Guarantee — Share sale transaction — Deed of Profit Guarantee and Escrow — Alleged substitution and release of guarantor — Whether defendant discharged from obligations under profit guarantee by December 2022 arrangements involving third party guarantor Contract — Release — Construction of contractual documents — Whether plaintiff’s letter dated 21 December 2022 constituted complete and unconditional release — Whether release dependent upon fulfilment or deemed fulfilment of conditions in “Agreement to Release PG” Contract — Conditions precedent — Completion conditions — Whether appointment of new stakeholder and transfer of escrow shares and escrow cash constituted conditions precedent to release — Whether conditions fulfilled, waived or dispensed with by conduct Contract — Waiver and remission — Section 64 Contracts Act 1950 — Whether promisee may dispense with contractual performance without consideration — Whether alleged dispensation unconditional or conditional upon disputed matters — Whether waiver by conduct capable of summary determination on affidavit evidence Civil Procedure — Striking out — Affidavit evidence — Limits of affidavit determination — Whether disputed authenticity, identity and operation of contemporaneous contractual instruments capable of determination without oral evidence and cross-examination — Applicability of Eng Mee Yong principles Contract — Escrow arrangements — Escrow shares — Alleged unauthorised transfer of escrow shares through third party company and back into defendant’s name — Whether dealings consistent with trust arrangement and release documentation — Whether disputes disclosed triable issues Damages — Exemplary damages — Breach of contract — Whether exemplary damages recoverable for breach of deed of guarantee absent concurrent actionable wrong or breach of statutory duty — Applicability of Big Man Management Sdn Bhd v Tenaga Nasional Bhd Civil Procedure — Counterclaim — Whether existence of substantive counterclaim arising from same contractual matrix relevant to exercise of striking out jurisdiction — Order 15 r 2(3) Rules of Court 2012 Civil Procedure — Striking out — Frivolous or vexatious proceedings — Whether action founded on deed of guarantee, disputed release arrangements and contested escrow dealings constituted abuse of process or claim fit for trial
Practice Areas
Judges (1)
Judgment
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Read on eJudgmentSource: eJudgment (ma-22ncc-23-11-2025)