MBF PROPERTY V

BALASUBRAMANIAM [2000] 2 Prepared by: ANIS FARHANA

ANUAR LIA 170012
MLJ 267
BRIEF FACTS
 The R entered into a sale and purchase agreement to purchase a property. In order to

finance the purchase, the R applied and obtained a loan from the A2

 In the Clause 8 of its letter of offer of a housing loan, the A2 reserved the right to call
upon the respondent to commence repayment of the loan without taking into account the
issuance of the certificate of fitness for occupation.

At the same time, A1 in an undated letter agreed to pay all interest on the R’s loan
accrued from the loan disbursed to pay for the property during the period of construction
of the unit and until the loan is fully drawdown with the certificate of fitness being
issued.
BRIEF FACTS
 The R sought a declaration against the A that he need not make any payments until
the issuance of the CF for occupation and the learned judge allowed the application.

 The A argued that the learned judge erred by failing to take account of clause 8 of
the A2’s letter of offer.

 Issue: Whether the Judge erred and clause 8 in A2’s letter of offer can be read
separately.
JUDGEMENT
 The COA referred to the case of Manks v Whitely where Fletcher Moulton LJ said:

“Where several deeds form part of one transaction and are contemporaneously executed
they have the same effect for all purposes such as relevant to this case as if they were
one deed.

It is not open to third parties to treat each one of them as a deed representing a separate
and independent transaction for the purpose of claiming rights which would only accrue
to them if the transaction represented by the selected deed was operative separately.”
JUDGEMENT
 The three documents must be read together as they form part of the same transaction.

When the three documents are read as a whole, their effect is this:

a) The R shall purchase the property from the developer at a specified price and terms
provided under the SPA

b) The A2 will lend money to the R to pay for the purchase upon the mutual covenants
contained in the letter of offer subject to the condition that the interest will be paid
by the A1 during the relevant period.
CONCLUSION
 The three agreements must be read together as they formed part of the same
transaction. The A2 cannot rely on Clause 8 without taking into account the SPA and
the agreement between the R and A1.

 Appeal dismissed and the order of the Judge is affirmed.