Professional Documents
Culture Documents
7 Affidavit in Support and Exhibits
7 Affidavit in Support and Exhibits
7 Affidavit in Support and Exhibits
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
AFFIDAVIT IN SUPPORT
1. That I am the Executive Director of KEAT SIONG PROPERTY SDN BHD with business
address at 82 Jalan Permas 15/1, Bandar Baru Permas Jaya, 81750 Masai, Johor, and I am
duly authorized to affirm this Affidavit on behalf of the Plaintiff.
2. The facts deposed in this affidavit are within my personal knowledge and/or information
and/or documents that I have seen or have access to it or information given to me unless
otherwise stated.
(ii) Plaintiff’s Statement of Claim dated 23rd day of October 2020 (hereinafter referred to
as <Statement of Claim=)
(iii) Plaintiff’s Notice of Application dated 15th day of November 2020 (hereinafter
referred to as <Notice of Application=)
4. This Affidavit in Support is affirmed and filed to support the Plaintiff’s application for
summary judgement against the Defendant.
5. I verify that the Plaintiff had sent an offer letter to buy a piece of land identified as HS(D)
460660 PTD 4036 Mukim Sungai Tiram, Daerah Johor Bahru, Johor measuring
approximately 3.214 hectares (hereafter referred to as the property) which is owned by the
Defendant for RM3,000,000.
A copy of the offer letter is attached herewith and marked as EXHIBIT <SAS-1=.
6. I affirm that the Defendant had accepted the Plaintiff’s offer to buy the Property through a
letter dated 17.9.2019 subject to the terms and conditions.
A copy of the acceptance letter is attached herewith and marked as EXHIBIT <SAS-2=.
8. I also affirm that Plaintiff had accepted the terms and conditions through a letter dated
19.9.2019 thereby had entered into a concluded contract of sale and purchase agreement
(hereinafter referred to as <the contract=).
A copy of the said letter is attached herewith and marked as EXHIBIT <SAS-3=.
9. I verify that the Plaintiff had paid earnest deposit to the Defendant in the sum of
RM76,000.00 being the sum of 2% of the purchase price.
A copy of the receipt of earnest deposit payment is attached herewith and marked as EXHIBIT
<SAS-4=.
10. I verify that the Plaintiff’s solicitor had forwarded to Defendant’s solicitor the sale and
purchase agreement for confirmation of the terms and conditions under the agreement. In
addition, the Plaintiff’s solicitor had also forwarded to Defendant two copies of forms for
the state authority’s approval to enable the Plaintiff to proceed to apply for the said
approval. In the same letter, the Plaintiff also requested the Defendant to furnish all other
relevant documents for the purpose of the said application for approval.
A copy of the confirmation letter is attached herewith and marked as EXHIBIT <SAS-5”.
11. I hereby affirm that on 11.5.2020, the Plaintiff’s solicitor had received an email from the
Defendant’s solicitor that:
a) The Defendant had no further comment on the draft Sale and Purchase
Agreement. The Plaintiff can proceed to engross the agreement for the execution
of the contract.
b) The duly executed sale and purchase agreement must be forwarded to the
Defendant along with the balance deposit.
12. I hereby affirm that on 13.5.2020, pursuant to the email dated 11 May 2016, the Plaintiff’s
solicitor had performed its obligation under the contract by forwarding the following documents
so requested to the Defendant’s solicitor:
A copy of the confirmation letter is attached herewith and marked as EXHIBIT <SAS-7=.
A copy of the Sale and Purchase Agreement duly executed by the plaintiff is attached herewith
and marked as EXHIBIT <SAS-8=.
A copy of the receipt of the payment is attached herewith and marked as EXHIBIT <SAS-9=.
13. I hereby affirm that on 22.5.2020, the Plaintiff had received back all those documents and
cheque from the Defendant as the Defendant refused to execute the Sale and Purchase
Agreement without giving the Plaintiff any reason.
14. The Defendant has clearly breached the contract by failure to observe its obligation to
execute the Sale and Purchase Agreement. In consequence, the Plaintiff had lost RM76,000
which had been paid to Defendant as earnest deposit of the purchase price of the property if
Defendant failed to execute the Sale and Purchase Agreement.
15. On 17.6.2020, the Plaintiff served a Letter of Demand (<the letter of demand=) to the
Defendant through its solicitor, Farah & Co., demanding the Defendant to execute the Sale and
Purchase Agreement. The Defendant however had failed to comply with the Demand.
A copy of the said letter of demand is attached herewith and marked as EXHIBIT <SAS-11=.
16. I have been advised by my solicitors, Farah & Co., that the Plaintiff has a strong case against
the Defendant and the Defendant has no meritorious defence to rebut the Plaintiff’s case.
Furthermore, the losses suffered by the Plaintiff were caused by the Defendant’s breach of
contract.
17. Based on the above averments, I humbly request from the Honourable Court an order in
terms of the Notice of Application for Summary Judgement.
Before me,
……………………….
Commissioner for Oaths
This AFFIDAVIT IN SUPPORT is sworn on 15th day of November 2020 and is filed on 15th
day of November 2020 on behalf of the Plaintiff by Farah & Co., the solicitors for the Plaintiff of
82 Jalan Permas 15/1, Bandar Baru Permas Jaya, 81750 Masai, Johor. (Tel No.: 07 2823 4100,
Fax No.: 07 2823 4200)(Our Ref: FSA-2020/10/023111)
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-1= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
15 September 2019
Dear sir,
We would be grateful if you could furnish us the Acceptance letter of this offer and furnish us
relevant details of the said land as soon as possible.
1. We will provide a copy of our profile, followed by 2% Earnest Deposit based on the agreed
purchase price of the property once we have agreed and confirmed the Acceptance Letter
from you.
2. Please kindly contact Shahliza Azreen bin Sadiman (0132118021) for any further verification
of the above offer.
Thank you.
Yours sincerely,
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-2= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
17 September 2019
Dear Sir,
We, ENG SONG ALUMINIUM INDUSTRIES SDN BHD (Vendor), hereby accept the
Purchaser’s offer to buy the property subject to the terms and conditions as follow:-
The Vendor agreed to sell to the Purchaser that piece of land held under HS(D) 460660
PTD 4036 Mukim Sungai Tiram, District of Johor Bahru, State of Johor measuring
approximately 3.214 hectares on <as is where is= basis subject to the conditions of title of
the Land express or implied upon the terms and conditions herein contained.
2) Purchase Price
The Purchase Price for the Property is Ringgit Malaysia Three Million Eight Hundred
Thousand (RM3,800,00.00) Only (The <Purchase Price=). There shall be no
adjustment to the Purchase Price on the issue of the final title to the Land.
3) Condition Precedent
Kindly confirm your acceptance of the terms and conditions of this letter by signing and
returning to us a copy of this letter and deposit with us the Earnest Deposit within fourteen
(14) days from the date of this letter, failing which this acceptance shall lapse automatically
unless otherwise extended by the Vendor in writing.
Thank you.
Yours faithfully,
For and and on behalf of ENG SONG ALUMINIUM INDUSTRIES SDN BHD
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-3= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
19 September 2019
Dear Sir,
I/We, on behalf of the Purchaser KEAT SIONG PROPERTY SDN BHD (Company No.:
201101009238(937377-A), hereby confirm acceptance of the aforesaid terms and conditions
stated on the letter dated 17th September 2019. To that, we had paid the 2% Earnest deposit of
RM3,800,000.00 for the purchase price of the property amounting to RM76,000.00 by deposit
cheque dated 19th September 2020. A copy of the receipt payment is attached together with this
letter. We also agree and understand that the content and information enclosed in this letter is
highly private and confidential and should not at any time be disclosed to other parties save in
accordance with the terms and conditions as stated herein.
_______________________
Authorised Signature
Name: Shahliza Azreen bin Sadiman
Designation: Executive Director
Date: 19th September 2019
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-4= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-5= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
10 May 2020
Hereby is the check list of documents that we, Farah & Co., on behalf of Keat Siong Property
Sdn Bhd had forwarded to you to be served upon Eng Song Aluminium Industries Sdn Bhd.
This letter will serve to confirm that we have served the following documents:
1) The Sale and Purchase Agreement for confirmation of the terms and conditions under the
agreement.
2) Two copies of forms to get the state authority’s approval to enable the land to be
transferred to Keat Siong Property Sdn Bhd.
Another thing to highlight in this letter, to ensure smooth process in getting approval from the
state authority, we humbly request Eng Song Aluminium Industries Sdn Bhd to furnish all other
relevant documents for the purpose of the said application for approval.
If you have any further questions, please call us at our office number or by email, as indicated
below.
Signed by,
Nadiah
Farah Nadiah Zen
Partner at Messrs Farah & Co.
Solicitors for Keat Siong Property Sdn Bhd
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-6= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-7= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
13 May 2020
Hereby is the check list of documents that we, Farah & Co., on behalf of Keat Siong Property
Sdn Bhd had forwarded to you to be served upon Eng Song Aluminium Industries Sdn Bhd as
requested.
This letter will serve to confirm that we have forwarded the following documents:
1) The Sale and Purchase Agreement duly executed by the Keat Siong Property Sdn Bhd
2) Two copies of the Memorandum of Transfer
3) The deposit cheque dated 13 May 2020 for the sum of RM190,000 being the balance
payment of the 10% deposit sum of the purchase price of the property.
If you have any further questions, please call us at our office number or by email, as indicated
below.
Signed by,
Nadiah
Farah Nadiah Zen
Partner at Messrs Farah & Co.
Solicitors for Keat Siong Property Sdn Bhd
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-8= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-9= referred to in the Plaintiff’s Affidavit
in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO: 700524-08-5444] sworn
before me on the 15th day of November 2020.
Before me,
…………………………………..
Between
And
BETWEEN
AND
RECITALS:-
a. The Vendor is the registered and full beneficial owner of the land bearing postal address
at HS(D) 460660 PTD 4036 Mukim Sungai Tiram, Daerah Johor Bahru, Johor measuring
approximately 3.214 hectares (hereafter referred to as the property).
b. The Property bears a restriction it cannot be sold, leased or transferred without the
approval or consent from the state authority
c. The Vendor agrees to sell and the Purchaser agrees to purchase the Property, subject to
the conditions on the issue document of title of the Property with vacant possession for
the consideration and on the terms of and subject to the conditions contained in this
Agreement.
d. The Purchaser has appointed the Purchaser’s Solicitors (as hereinafter defined) to
represent the Purchaser in this transaction.
e. The Vendor has appointed the Vendor’s Solicitors (as hereinafter defined) to represent
the Vendor in this transaction.
Subject to such further terms and conditions contained in this Agreement, the Vendor
hereby agrees to sell and the Purchaser agrees to purchase the Property at the Purchase
Price subject to the following;
A. The sale and purchase agreement of the property is subject to the terms under this
letter.
B. The sale and purchase agreement of the property is subject to the State
Authority’s approval.
C. All the terms and conditions stated under the sale and purchase agreement must
be mutually agreed upon between the parties.
D. There shall be no concluded and binding contract unless a formal sale and
purchase agreement executed by the parties.
E. On an <as is where is= basis and subject to its present state and condition; and
2.1. The purchase price of the said property shall be the amount specified in Section II of
the Second Schedule (hereinafter referred to as the <purchase price=) shall be payable in
the manner provided hereinafter.
2.2. Upon execution of the agreement, the Purchaser shall pay the deposit sum as
stipulated in Section I of the Second Schedule (hereinafter referred to as the <deposit
sum=)to the Vendor.
2.3. The Purchaser shall pay to the Vendor the balance purchase price as stipulated in
Section III of the Second Schedule (hereinafter referred to as the <balance purchase
price=), from the date of fulfillment of the conditions precedent, upon the approval from
the State Authority (hereinafter referred to as <the completion date=).
2.4. In the event that the Purchaser is unable to pay the Vendor the balance purchase price
on or before the completion date, then the Vendor shall grant to the Purchaser an extension
of time of One (1) month from the expiry of the completion date (hereinafter referred to as
the <the extended of completion date=), to pay the balance purchase price, in which shall
be calculated with interest of Eight Per centum 8% per annum on a daily basis.
2.5. The Vendor shall obtain the consent from State Authority within Two (2) months from
the date of the execution of the contract. If for any reason the consent was not obtained
within the stipulated time, then the Purchaser shall grant an extension of time of Two (2)
months for the vendor to procure the same.
2.6 Any delay on the part of the Vendor in respect of Clause 2.5 above shall correspondingly
enlarge the time of the Completion Date by the number of days so delayed.
2.7 Any penalty payable by reason of the said delay shall be borne by the Vendor including
but without limitation to the penalty or penalties on the late registration of the
Memorandum of Transfer and Memorandum of Charge and all other relevant documents
pertaining thereto
3. PURCHASER’S LOAN
3.1 In the event that the Purchaser is obtaining a loan from the Purchaser’s Financier to part
finance the purchase of the Property, the Purchaser shall within the Completion Period, cause the
Purchaser’s Financier to issue and furnish the Purchaser’s Financier’s undertaking in writing to
be addressed to the Vendor (<Financier’s Undertaking=) an undertaking to:
i. release the Purchaser’s Loan on or before the expiry of the Completion Period
after the presentation of the Transfer and the charge in favour of the Purchaser’s
Financier at the relevant Land Registry for registration; and
ii. return the Transfer and the Title (with the Vendor’s rights, title and interest in and
to the Property intact) in the event that the transfer cannot be registered for any
reason whatsoever, in a form acceptable to the Vendor.
iii. any delay by the Purchaser’s Financier in providing the Financier’s Undertaking
and in the release of the Purchaser’s Loan after the presentation of the Transfer at
the relevant Land Registry for registration, shall not affect the obligation of the
Purchaser to pay the Balance Purchase Price to the Vendor on or before the expiry
of the Completion Period. Notwithstanding anything to the contrary contained
herein, this sale and purchase transaction shall not be deemed completed until the
Purchaser’s Loan is released to the Vendor’s Solicitors or upon full payment of
the Balance Purchase Price by the Purchaser to the Vendor’s Solicitors, whichever
is the later.
4.1 Simultaneously upon execution of this Agreement, the Vendor shall deposit the current
quit rent and assessment receipts and a copy of issue document of title to the said Property
with the Purchaser’s Solicitors. The original issue document of title shall be delivered to the
Purchaser’s Solicitors upon full payment of Balance Purchase Price to the Purchaser’s
Solicitors as stakeholder.
4.2 Further, simultaneously upon execution of this Agreement the Vendor shall execute or
cause to be executed a valid and registrable Transfer and deposit the same with the
Purchaser’s Solicitors together with all other documents necessary for the purpose of
submitting the Transfer for adjudication of the stamp duty payable thereon and such other
documents as may be required or which are reasonably necessary to ensure that the
Property can be transferred to and registered in the name of the Purchaser free from
encumbrances subject to the Purchaser’s Solicitors undertaking to hold the same as
stakeholders and subject to the provision of 3(iii) hereinafter contained.
4.3 The parties hereto do hereby irrevocably request direct and authorise the Purchaser’s
Solicitors to submit the duly executed Transfer and all other necessary documents for the
purpose of adjudication at their earliest convenience and shall, upon receipt of the notice of
assessment of stamp duty on Transfer, proceed to pay the stamp duty payable thereon on
behalf of the Purchaser.
4.4 The Purchaser’s Solicitors shall present the duly stamped Transfer and other relevant
documents at the Land Registry/Land Office for registration.
5. RESTRICTION IN INTEREST
5.1 There are restrictions in interest affecting the title of the said Property in which the
Property cannot be transferred, leased or mortgaged without obtaining the consent from
the State Authority.
5.2 This agreement is a conditional precedent where it will come to an effect in the event
that the Vendor has obtained the letter of consent from the State Authority.
5.3 Unless the original issue document of title to the said Property is in the possession of
the Existing Chargee, the Vendor(s) shall upon the execution of this Agreement, deposit the
original issue document of title with the Vendor(s), who shall deliver the same to the
Purchaser(s)’ Solicitors and in the event the letter of consent to transfer is rejected by the
State Authority ,even after the extension of Two (2) month, thus the Purchaser must
refunded the Original Document of Title to the Vendor.
6.1. The Vendor hereby undertakes to the Purchaser to refund all monies received from the
Purchaser in the event that Memorandum of Transfer cannot be registered or invalid for
any reason.
7.1 In the event that the Purchaser defaulted in the payment of the balance purchase price
or fails to pay after the expiry of the Extended Completion Date, the Vendor has the right to
forfeit the 10% of the deposit paid by the Purchaser in accordance with the provisions of
this Agreement or in the event of any breach by the Purchaser on any of the provisions of
this Agreement, the Vendor shall be entitled to terminate this Agreement by notice in
writing to the Purchaser, and the Agreement has no further effect. The Vendor shall be
entitled to sell or deal with the property as it deems fit.
7.2 In the event the Purchaser shall commit any breach of the terms and conditions herein
contained or fail refuse and/or neglect to pay the Balance Purchase Price and all interest
accrued (if any) in the manner and at the time stipulated herein or if the Purchaser shall
become bankrupt or enter into any composition or arrangement with his creditors or suffer
any execution or being a company enters into liquidation whether compulsory or voluntary
notwithstanding that the Vendor has performed and completed his obligation under this
Agreement, the Vendor shall be at liberty to forthwith terminate this Agreement and to
forfeit absolutely 10% of the deposit paid by Purchaser without any prior notice and
refund to the Purchaser any other sum or sums paid without interest, PROVIDED THAT
the Vendor shall be entitled to claim from the Purchaser all interest accrued on the Balance
Purchase Price during the Extended Completion Date (if utilised), and the Vendor shall be
at liberty with or without notice to the Purchaser to resell the said Property and upon the
happening of this event the memorandum of transfer in respect of the said Property shall
be cancelled and treated as null and void and of no effect AND the Purchaser undertakes at
his own cost and expense to withdraw any private caveat lodged against the said Property
within TEN (10) DAYS of such termination and thereafter the parties shall have no claim
whatsoever against each other.
8. DEFAULT BY VENDOR
8.1 In the event that the Vendor is unable to obtain consent from the State Authority, the
Purchaser within the stipulated whereupon:
a) the Vendor shall refund the deposit and any other monies paid by the Purchaser free
of interest within Fourteen (14) days from the notice; and
b) the Purchaser shall return all the documents received by the Purchaser or of the
said solicitors and thereafter this agreement shall be terminated and be of no
further effect and neither party shall have any rights or claim against the other.
It is hereby agreed between the parties without prejudice to any rights or remedies, the
Purchaser may be entitled to take any action including claim for specific performance
against the Vendor that the Purchaser deems fit should there are any defaults found on the
part of the Vendor.
9.1 All quit rents and assessment and other outgoings payable in respect of the said
property shall be apportioned between the parties at the date of delivery of vacant
possession of the said property to the Purchaser.
9.2 In the event the property is transferred to the Purchaser on the date he takes vacant
possession of it, the Purchaser shall incur the outgoings in respect of the said property and
shall continue to pay the same from the date he takes vacant possession of the said
property.
10.1 The Vendor hereby warrant and undertakes to the Purchaser that as at the date of the
execution of this Agreement the Vendor has no knowledge nor any reason to believe that
the said Property or any part thereof has been acquired or is subject to acquisition by any
governmental statutory, urban or municipal authority or that an advertisement in the
Government Gazette of such intention has been published pursuant to either Section 4 or
Section 8 of the Land Acquisition Act, 1960 and the Vendor hereby further agree covenant
and undertake with the Purchaser to forthwith notify the Purchaser in the event that the
said Property or any part thereof shall be subject to any order or notice for acquisition or
intended acquisition under Section 4 or Section 8 of the Land Acquisition Act, 1960 by any
governmental, statutory urban or municipal authority at any time after the execution of
this Agreement.
10.2 Upon receipt of the notification of intended acquisition of the said Property whether
wholly or any part thereof from the Vendor, the Purchaser shall:
(a) In the event that the Government intended to acquired part of the land, the
Purchaser may terminated the contract and the Vendor shall refund the deposit and
any other monies paid by the Purchaser free of interest within Fourteen (14) days
from the notice of the acquisition; or
(b) the Purchaser may proceed with the continuance of the Sale and Purchase
Agreement with the reduction of the purchase price, which will be recalculated
based on the actual remaining area after the acquisition and the Vendor shall be
held in trust for whatever compensation obtained from the said acquisition of land.
11.1 The Vendor shall deliver the vacant possession of the said Property to the Purchaser
upon the payment of the full purchase price and any other monies payable by the
purchaser under this Agreement within 3 months from the date of the Sale and Purchase
Agreement.
11.2 If the Vendor fails to deliver the vacant possession or in the event of late delivery of
vacant possession in the manner stipulated in Clause 10.1, the Vendor shall be liable to pay
the Purchaser liquidated damages immediately, at the rate of twenty per centum (20%) per
annum of the purchase price from the expiry period stipulated in Clause 10.1
11.3 For avoidance of doubt, any cause of action to claim liquidated damages by the
Purchaser shall accrue on the date the Purchaser takes vacant possession of the said
property.
12.1 Upon the execution of this Agreement, the parties agree that the Purchaser shall have
the right to enter a private caveat and the Purchaser shall bear the costs at its own and
register a private caveat against the said property.
12.2 Upon any lawful termination of this agreement, the Purchaser shall execute a Notice of
Withdrawal of Private Caveat and shall submit to the relevant Property Registry for the
registration as to allow the Vendor for subsequent dealing as may deem fit.
12.3 Upon the registration of the withdrawal of private caveat, the Purchaser shall entitled
at its own cost and expenses.
13.1 The Vendor and Purchaser shall agree to settle the redemption sum by the balance
purchase price paid by the Purchaser.
13.2 The Vendor shall procure from the existing chargee the following:
b) An undertaking by the existing chargee that upon the payment of the Redemption
Sum by the Purchaser’s financier, the existing chargee shall have no claim and right
over the said property, and they will execute the Discharge of Charge.
c) Upon the payment of redemption sum, the existing chargee must deliver the
Original Issue Document of Title together with the Duplicate Charge and all other
relevant documents.
d) In the event that the Discharge of Charge is unable to be registered, the Redemption
sum shall be refunded to the Purchaser or the Purchaser’s Financier.
14.1 The Purchaser hereby confirms and declares that the Purchaser has inspected the said
Property and is satisfied with the condition, state, nature and character of the said Property
and the Vendor hereby warrants and undertakes with the Purchaser that the property shall
be in and of the same condition, state, nature and character (fair wear and tear excepted)
on the Completion Date or Extended Completion Date as the case may be.
15.1 The Vendor hereby acknowledges and confirms that the Purchaser enter into this
Agreement in reliance upon the Vendor warranties and undertakings as follows:
a) That the Vendor is the registered and beneficial owner of the said Property and that
the Vendor has not assigned or encumbered in any manner whatsoever the said
Property or any part thereof or created or allow to be created any claims, liens,
assignment and other encumbrances whatsoever on the said Property to any person
or persons, firm or company, save and except to the existing Chargee;
b) That the Vendor has not entered into any agreement with any persons, firm or
company to sell the said Property or any part thereof or granted any lease, option,
licence, easement or any other right whatsoever over or in respect of the said
Property or any part thereof to any person or persons, firm or company;
c) All quit rent assessments maintenance charges and other outgoings levied or
imposed on the said Property have been or will be duly paid up to the Completion
Date or the Extended Completion Date as the case may be, and no event of default
has occurred that could or might entitle the appropriate authority to forfeit the said
Property or any part thereof ;
d) All extension and renovation works (<the said works=) carried out in the said
Property (irrespective of whether the said works were carried out by the previous
owner(s) or the Vendor) were carried out with the approval(s) of the appropriate
authorities and in accordance with the relevant building bye-laws and regulations
and in the event that the said works were carried out without such approval(s), the
Vendor hereby agrees to indemnify and keep the Purchaser fully indemnified
against any fines, penalties, costs and damages which may be imposed by the
appropriate authorities and suffered by the Purchaser;
e) That to the best of the Vendor knowledge and belief, no notice under Section 4 or a
declaration under Section 8 of the Land Acquisition Act 1960 in respect of the said
Property or any part thereof has been issued or published prior to the date of this
Agreement ; and
f) That the Vendor is not a bankrupt nor has he committed any act/s of bankruptcy
and that no action or petition in respect of any such act is pending or has been taken
against the Vendor by any person or persons or body or corporation on or prior to
the date of this Agreement ; and
g) In the event the said Property is rented out to the tenant(s), the Vendor hereby
undertake to terminate such tenancy and/or to evict the said tenant(s) from the said
Property at her own costs and expense and shall deliver the vacant possession of the
Property on the Completion Date or Extended Completion Date, as the case may be.
15.2 The truth and correctness of the matters stated in representations and warranties as
set out hereinabove shall form a basis of the Purchaser’s commitment to purchase the said
Property in accordance with the provisions of this Agreement. If any representation or
warranty shall at any time hereafter be found to have been incorrect in any material aspect
and such mistake cannot be rectified by monetary compensation then in such event the
Purchaser shall have the right at their discretion to terminate this Agreement at any time
prior to the Completion Date or the Extended Completion Date as the case may be, and the
Vendor shall within Seven (7) days from the date of written notification of such rescission,
refund to the Purchaser all monies whatsoever paid by the Purchaser (including the
Deposit Sum stipulated in Section I of the Second Schedule) towards account of the
purchase price whereupon such refund neither party shall have further claims against the
other.
16.1 The parties hereto shall submit the prescribed forms to notify the Inland Revenue
Board in respect of the disposal and acquisition of the said Property within sixty (60) days
from the date of the said Consent (hereinafter referred to as <the RPGT Forms=).
i) Any tax assessed by the Inland Revenue Board arising from the disposal of
the said Property herein shall be borne and paid solely by the Vendor.
ii) The Vendor hereby agree to indemnify the Purchaser against all claims, costs,
damages, fines or penalties which may be brought suffered or levied against
the Purchaser as a result of the Vendor’s non-compliance with any of the
provisions of the Real Property Gains Tax Act relating to the payment of real
property gains tax by the Vendor including all claims by the Inland Revenue
Board arising from the Vendor default in the payment of such tax.
16.2 In the event the Vendor has not fulfilled the requirement of having exceeded five (5)
years from the date of the Proprietor first purchased the said Property, the Vendor hereby
warrant and undertake to pay real property gains tax in respect of the sale of the said
Property within the said sixty (60) days from the date of this Agreement and further
undertake to pay such other amount as may be imposed by the Director General of Inland
Revenue from time to time.
16.3 The Vendor are hereby authorised by the parties hereto to retain the sum as stated
in Section VI of the Second Schedule hereto (<hereinafter referred to as <the RPGT
Retention Sum=) and pay the RPGT Retention Sum to the Director General of Inland
Revenue within sixty (60) days from the date of this Agreement. For avoidance of doubt,
both the Vendor(s) and the Purchaser(s) shall also file the CKHT 1A and 2A forms
respectively with the Director General of Inland Revenue.
16.4 In the event the RPGT Retention Sum is insufficient, the Vendor(s) shall be liable to
pay the shortfall immediately upon receipt of the notification from the Director General of
Inland Revenue. The Vendor(s) further covenant and undertake to indemnify and keep the
Purchaser(s) fully indemnified against all claims, fines penalties tax liabilities or demands
whatsoever resulting from the Vendor(s)’ non-compliance with any of the provisions of the
Real Property Gains Tax Act, 1976 in respect of the said Property.
Time wherever herein mentioned shall be of the essence of this Agreement and in
particular to the payment of all monies due from the Purchaser(s) to the Vendor(s) under
this Agreement.
18.1 All the legal fees upon executing the agreement shall be borne by the Purchaser as
stated in the First Schedule of the Solicitors Remuneration Order 2017.
18.2 The disbursements fee upon executing the agreement shall be borne by the Purchaser
and the vendor which is relevant as per Fourth and Fifth Schedule of the Solicitors
Remuneration Order 2017.
19.1 The First and Second Schedules hereto shall be taken read and construed as an
essential part of this Agreement.
20.1 Knowledge or acquiescence by either party hereto of or in any breach of any of the
conditions or covenants herein contained shall not operate as or be deemed to be waiver of
such conditions or covenants or any of them and notwithstanding such knowledge or
acquiescence each party each party hereto shall be entitled to exercise their respective
rights under this Agreement and to require strict performance by the other of the terms
and conditions herein.
21.1 Any notice request or demand required to be served by either party hereto to the
other under the provisions of this Agreement shall be in writing and shall be deemed to be
sufficiently served:-
22.1 In this Agreement, unless there is something in the subject or context inconsistent
with such construction or unless it is otherwise expressly provided:-
i. Words importing the masculine gender only shall include the feminine and neuter
gender;
ii. Words in the singular number only shall include the plural number and vice versa;
iii. Words applicable to natural persons only shall include any body of persons firm or
partnership corporate or unincorporated;
iv. Where there are two or more persons or parties included or comprised in the
expression <the Vendor= or <the Purchaser= agreements covenant terms stipulations
and undertaking expressed to be made by or binding upon such person or parties
shall be deemed to be made by or binding upon such person or parties jointly and
severally;
v. The headings are inserted for convenience only and shall not affect the construction of
this Agreement.
23.1 This Agreement shall be binding upon the respective heirs, personal
representatives, successors in title and assigns of the parties hereto.
*****************************************
SECTION PARTICULARS
SECTION PARTICULARS
IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands and seals
the day and year first above written.
For and on behalf of the Vendor For and on behalf of the Purchaser
By; By;
…………………………………………
Name:
NRIC No: 631009-09-5079
Designation:
Nadiah
Farah Nadiah Zen
Advocate & Solicitor
Farah & Co.
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-10= referred to in the Plaintiff’s
Affidavit in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO:
700524-08-5444] sworn before me on the 15th day of November 2020.
Before me,
…………………………………..
22 May 2020
Dear Sir,
We are writing this letter to you following the documents that were returned to us on 22 May
2020 comprising:-
1. The Sale and Purchase Agreement duly executed by Keat Siong Property.
2. Two copies of the Memorandum of Transfer.
3. The deposit cheque dated 13 May 2020 for the sum of RM190,000 being the balance
payment of the 10% deposit sum of the purchase price of the property.
We are very much aware that you are required to furnish these for the purpose of State Authority
Approval. Therefore, we would greatly appreciate it if you could provide us with an explanation
with regard to the non-execution of the contract.
Signed by,
Nadiah
Farah Nadiah Zen
Partner at Messrs Farah & Co.
Solicitors for Keat Siong Property Sdn Bhd
BETWEEN
AND
ENG SONG ALUMINIUM INDUSTRIES ...DEFENDANT
SDN BHD
(COMPANY NO.: 0767927P)
I hereby certify this exhibit is marked as <Exhibit SAS-11= referred to in the Plaintiff’s
Affidavit in Support by SHAHLIZA AZREEN BINTI SADIMAN [I/C. NO:
700524-08-5444] sworn before me on the 15th day of November 2020.
Before me,
…………………………………..
17 June 2020
We regret to note that Eng Song Aluminium Industries Sdn Bhd is in default of obligation under
the contract to execute the Sale and Purchase Agreement dated 17th of September 2019. We
request for your explanation at your earliest convenience.
This letter shall serve as a final notice for you to take action as follows:
1. Execute the Sale and Purchase Agreement, or
2. Return the 2% of the deposit amounting to RM76,000
Please be advised that unless the above are carried out within ten (10) days of this letter, we will
have no alternative but to exercise whatever rights and remedies we have under the law to
enforce such payment, including but not limited to institution of legal proceedings against you to
recover the above amount, together with accrued interest and legal expenses. This notice of
demand serves as an official notice to you and may be tendered in court as evidence of your
failure to cooperate.
Signed by,
Nadiah
Farah Nadiah Zen
Partner at Messrs Farah & Co.
Solicitors for Keat Siong Property Sdn Bhd