Chia Seong Pow v Alexma Corporation Sdn Bhd

Appellant(s): Chia Seong Pow

Respondent(s): Alexma Corporation Sdn Bhd

• YAA Datuk Hajah Azizah binti Haji Nawawi
• YA Dato' Azizul Azmi Bin Adnan
• YA Datuk Dr Lim Hock Leng

• The appellant entered negotiations to purchase two parcels of land from the respondent, leading to the exchange of several draft sale and purchase agreements between their respective solicitors.
• Following a land survey revealing unusable terrain, the parties negotiated a price reduction which was expressly confirmed by the respondent’s solicitors via WhatsApp and email, resulting in a third draft agreement.
• The respondent failed to execute the third draft and surreptitiously sold the subject lands to a third party while the High Court trial was ongoing, a fact only discovered by the appellant after the initial judgement.

• Whether an unsigned draft agreement constitutes a concluded and binding "open contract" once the essential terms—specifically the parties, the property, and the price—have been agreed upon.
• Whether subsequent proposals by a party to vary the terms of an agreed draft (such as splitting the contract or adding a purchaser) negate the existence of a prior concluded contract.
• Whether the Court may invoke its inherent jurisdiction to lift the corporate veil on appeal to hold a director personally liable when that director was not a party to the action and the issue was not pleaded at trial.

• The Court allowed the appeal, holding that the third draft was a concluded contract because the parties had reached *consensus ad idem* on the essential terms, and the formal execution was intended merely to formalize the agreement already reached.
• The Court ruled that the respondent’s solicitors possessed ostensible authority to bind their client and that the fourth and fifth draft proposals were merely attempts to vary an existing binding contract, which did not affect its validity.
• While the Court ordered an assessment of damages in lieu of specific performance due to the sale of the land, it refused to lift the corporate veil, ruling that doing so would violate the principle of *audi alteram partem* as the director was not a named party.