TOPZ SDN BHD v 1. ) OISHII WASABI SDN BHD 2. ) TAN DEE HON 3. ) TAN LEE TING
wa-22ncvc-336-06-2023 High Court (Mahkamah Tinggi) 29 April 2026 • WA-22NCvC-336-06/2023 • 24 min read
17 cases cited
(0 SG, 17 foreign)
Catchwords
This Court concludes that the written Tenancy Agreement remains the sole and definitive governing document between the Landlord and the Tenant as it contains an Entire Agreement clause that supersedes all prior negotiations. Under the parole evidence rule, the Tenant’s reliance on purported oral representations to modify the delivery condition of the premises is inadmissible, as the agreement clearly stipulates an ‘as is where is’ delivery basis. Furthermore, the Landlord validly exercised its contractual discretion under Clause 1.1 of the Tenancy Agreement to fix the commencement date as 1.10.2022. The Tenant’s subsequent refusal to take vacant possession and its unilateral termination of the Tenancy Agreement were unfounded and constituted a material breach of contract. Consequently, the Landlord is entitled to the contractual remedies provided under Clause 4(f) of the Tenancy Agreement, while the Tenant’s claims for the return of deposits and the nullification of personal guarantees lack legal merit. This Court makes the following orders: (a) Suit 336 is allowed (b) Suit 656 is dismissed (c) The Tenants and the Guarantors are jointly and severally ordered to pay the Landlord the sum of RM1,295,000.00, representing the outstanding rental for the unexpired term of the tenancy (d) Late payment interest is awarded on the sum of RM1,295,000.00 at the rate of 8% per year, calculated on daily rest from 1.11.2022 until the date of full settlement (e) A declaration is granted that the security and utility deposits totaling RM129,500.00 are absolutely forfeited to the Landlord (f) The Personal Guarantees and Indemnities executed by the Guarantors (the Tenant’s directors) are declared valid and binding (g) Costs are awarded to the Landlord in the sum of RM55,000.00, subject to allocator. keywords : landlord, tenant, breach of contract
Judges (1)
Counsel (5)
Statutes Cited
Evidence Act 1950 (Cap 56)
Cases Cited (17)
UK (1)
[1934] 2 KB 394
MY (16)
[1991] 1 MLJ 33 [1994] 3 MLJ 127 [1994] 3 MLJ 185 [1997] 3 MLJ 693 [1997] 4 CLJ 6 [2000] 4 CLJ 870 [2005] 2 CLJ 596 [2008] 5 MLJ 157 [2009] 1 CLJ 786 [2009] 4 CLJ 303 [2010] 3 MLJ 425 [2010] 9 MLJ 224 [2012] 9 MLJ 510 [2018] 2 MLJ 177 [2018] 2 MLJ 292 [2024] MLJU 507
Judgment
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Read on eJudgmentSource: eJudgment (wa-22ncvc-336-06-2023)