Pemungut Duti Setem v GTP Network Sdn Bhd

Appellant(s): Pemungut Duti Setem

Respondent(s): GTP Network Sdn Bhd

• YA Dato' Lim Chong Fong
• YA Datuk Seri Mohd Firuz Bin Jaffril
• YA Dato' Nadzarin Bin Wok Nordin

• The respondent entered into an asset purchase agreement (APA) to acquire 16 telecommunication towers and associated assets from a vendor for RM15,000,000, with legal ownership not transferring on the date of execution but upon fulfilment of further conditions and documentation.
• The Collector of Stamp Duties assessed the APA for ad valorem duty under item 32(a) of the First Schedule to the Stamp Act 1949, treating it (inconsistently) at one point as a novation agreement, resulting in a duty of RM584,020.
• The respondent objected, contending the APA concerned chattels/goods and should attract only nominal duty under item 4 of the First Schedule; the High Court, by way of case stated appeal under s 39, agreed and ordered a refund with interest.

• Whether the APA constituted a "conveyance on sale" within s 21(1) and the definition in s 2 of the Stamp Act 1949, thereby attracting ad valorem duty under item 32(a) rather than nominal duty under item 4.
• Whether the High Court erred in treating the Collector's failure to file an affidavit in reply as a deemed admission affecting the legal classification of the instrument, and in imputing a burden of proof and duty to give reasons on the Collector, in a case stated appeal confined to the question of law posed.
• Whether the High Court had power to award interest on the refund of duty under s 39 of the Stamp Act, s 11 of the Civil Law Act 1956, and Order 42 rule 12 of the Rules of Court 2012.

• The Court of Appeal held that, following the Federal Court's more recent decision in Havi Logistics (M) Sdn Bhd v Pemungut Duti Setem [2025] 2 MLJ 845, there is no requirement under s 21(1) that an instrument must itself effect an immediate transfer of property to constitute a "conveyance on sale"; the timing of completion or passing of title is immaterial, and the "goods" exception in s 21(1) applies only to trading stock, not capital assets such as the telecommunication towers.
• The Court found the APA fell within s 21(1) and was chargeable with ad valorem duty under item 32(a) of the First Schedule, and that the High Court had erred by relying on the now-superseded English authority in G Angus & Co and by requiring completion/further acts before treating the instrument as a conveyance on sale.
• The Court further held that the High Court erred in treating the Collector's non-filing of an affidavit in reply as a deemed admission and in imposing an evidential/reasoning burden on the Collector, as a case stated appeal is confined to the question of law posed; however, the High Court did not err in principle in awarding interest on any refund under s 11 of the Civil Law Act 1956 and Order 42 rule 12. The appeal was allowed, the High Court's decision set aside, with costs of RM30,000 to the appellant.