Pearl Streams Sdn Bhd v Beverly Heights Resources Sdn Bhd & Anor

Appellant(s): Pearl Streams Sdn Bhd

Respondent(s):

• Beverly Heights Resources Sdn Bhd
• K.V. Ong, Chua & Partners

• YA Datuk S. Nantha Balan A/L E.S. Moorthy
• YA Dato' Mohd Nazlan Bin Mohd Ghazali
• YA Dato' Ahmad Kamal Bin Md. Shahid

• The purchaser entered into a Sale and Purchase Agreement (SPA) with the developer for a property, with the developer's panel solicitor (the second defendant) handling the conveyancing.
• The purchase price was paid to the second defendant, who released the funds to the developer's General Manager, who had also offered a buyback option.
• The developer later denied the sale, alleging its General Manager lacked authority and that the SPA was a sham moneylending transaction, leading the purchaser to sue for refund and loss of profit.

• The legal effect of placing documents, including the SPA, in Part A of the Common Agreed Bundle of Documents (CABD) regarding the admission of their contents and truth.
• Whether the SPA was a genuine property transaction or an illegal moneylending agreement, and if the developer's General Manager possessed the requisite authority to bind the developer.
• Whether the developer's panel solicitor owed a duty of care to the purchaser and was negligent in handling the transaction or releasing the purchase funds.

• The Court of Appeal held that documents placed in Part A of the CABD are deemed agreed upon for both authenticity and the truth of their contents, thus the SPA was valid and binding.
• The Court found the SPA to be a genuine sale, not a moneylending transaction, and that the developer's General Manager had actual and apparent authority, binding the developer under the Turquand's Rule.
• The Court dismissed the negligence claim against the developer's panel solicitor, affirming no duty of care was owed to the purchaser, who was independently represented. The purchaser's appeal against the developer was allowed in part for a refund of the purchase price.