Sunway files summons against Tropicana for breach of contract

KUALA LUMPUR: Sunway Education Group Sdn Bhd, RHB Trustees Bhd and Sunway REIT Management Sdn Bhd have filed a writ of summons and statement of claim against Tropicana Education Management Sdn Bhd and Tropicana Corporation Bhd for breach of contract.

In its filing with the High Court here, it said the defendants were in breach of contract, in particular the Conduct Agreement.

“The defendants have engaged in a series of acts and omissions as set out in paragraphs which delayed and obstructed the plaintiffs’ right to carry out and complete a due diligence review on the defendants and property they (plaintiffs) were going to purchase.

“They (defendants) have practised double-dealing behind the plaintiffs’ back in bad faith.

“(They) delayed and obstructed the completion of the ‘due diligence review’ in bad faith by withholding the complete due diligence information in furtherance of the double-dealing and double-crossing.

“They have failed to conduct themselves in good faith.

“In fact, they have conducted themselves mala fide (in bad faith),” it read.

Based on the statement of claim, in a letter to Sunway Manager dated April 20 this year, Tropicana Management had offered to sell property to Sunway Manager while Tropicana Corporation had offered to sell shares to Sunway Manager for an aggregate purchase price of RM208,000,000.

The plaintiffs paid the Refundable Earnest Deposit of RM4,160,000, which permitted the plaintiffs to carry out the due diligence review on the property and Tropicana within a period of a month from May 2.

According to the statement of claim, the defendants did not permit the plaintiffs access to a sizeable amount of due diligence information and did not make it available to them, making it impossible to complete the review within the stipulated deadline.

It was then discovered that the defendants have been in negotiations with another party for the sale of the same property and shares.

The plaintiffs are now claiming loss and damages in the form of the wasted expenses incurred in performance of the Conduct Agreement, the legal costs, loss of chance and business opportunity to enjoy the contractual and commercial benefit from the sale and purchase of the properties and shares, and other expectation losses arising from the defendants’ breaches.

The plaintiffs have asked for an order that the conduct agreement be performed and carried into execution, including permitting the plaintiffs access to the complete due diligence information, as well as further costs.