JUDGMENT
Introduction
[1] This is an appeal filed by Mayland Universal Sdn Bhd, the defendant in the court below, against the decision of the High Court dated 5 December 2024 which decided that the respondents were entitled to claim liquidated damages to be calculated until the issuance of separate strata titles.
[2] This Court, after having considered the respective parties' counsels' submissions, unanimously decided to reverse and set aside the decision and order of the High Court. The reasons for the decision of this Court are as set out below.
Salient Background Facts
[3] The appellant is the developer of a service apartment in a development known as "Residensi Dorsett Sri Hartamas". The respondents are the respective purchasers of the service apartment units in the development. The appellant, as the vendor, and the respondents, as the purchasers, had respectively entered into a Sale and Purchase Agreement (hereafter "the SPA"). The respective SPAs were governed under the Housing Development (Control and Licensing) Act 1966 and Schedule H of the Housing Development (Control and Licensing) Regulations 1989.
[4] The contractual time frame for delivery of vacant possession of the respective respondents' units was thirty-six (36) months from the respective dates of the SPAs. This is stated in cl 25 of the SPA, which is reproduced below:
"Time for delivery of vacant possession
25. (1) Vacant possession of the said Parcel shall be delivered to the Purchaser in the manner stipulated in cl 27 within thirty [sic] (36) months from the date of this Agreement.
(2) If the Developer fails to deliver vacant possession of the said Parcel in the manner stipulated in cl 27 within the period stipulated in cl (1), the Developer shall be liable to pay to the Purchaser liquidated damages calculated from day to day at the rate of ten per centum (10%) per annum of the purchase price from the expiry of the period stipulated in subclause (1) until the date the Purchaser takes vacant possession of the said Parcel.