KUALA LUMPUR: Tropicana Corporation Bhd has moved to strike out the claim filed by RHB Trustees Bhd, Sunway REIT Management Sdn Bhd and Sunway Education Group Sdn Bhd.
In a statement, the property developer contends the claim discloses no reasonable cause of action and amounts to an abuse of the court process, citing it being scandalous, frivolous and vexatious.
Tropicana then counterclaims against Sunway, saying that Sunway’s claims were filed with ulterior motives and for a collateral purpose to impede and interfere with Tropicana’s dealings with its properties and businesses, as well as injure its good name and business reputation.
In its defence and counterclaim, Tropicana contends that Sunway’s claim is baseless as the “subject to contract” letter of offer between the relevant parties was never intended to be legally binding.
“The letter of offer merely provided for negotiations within a specified time period including an agreed time period for due diligence review.
“Sunway has failed to conduct themselves within such specified periods.
“Tropicana did not receive any deposit from Sunway.
“Tropicana denies the allegations of delay and obstruction to the completion of the due diligence review.
“We provided extensive and sufficient information to Sunway for the purpose of the due diligence review,” it said in the statement yesterday.
Tropicana then said Sunway has attempted to rewrite its position by seeking for a reduction in the agreed purchase price, which is a clear deviation from the salient terms of the letter of offer.
“As the letter of offer was not binding and not enforceable and was legally and properly aborted, we deny the alleged breach of contract on its part.
“We deny the so-called ‘Conduct Agreement’ which is non-existent and nothing more than a baseless tactic to bolster Sunway’s claim.
“Parties to the letter of offer have never agreed to deal on an exclusive basis and in any event, Tropicana is free to deal with its properties after the proposed transaction was aborted,” it said.
Tropicana then said that on this basis, the allegations of “double-dealing”, “double-crossing” and dealing in bad faith are unsubstantiated and strictly denied.
“These serious and strong allegations raised against Tropicana in Sunway’s claim appear to be a calculated scheme raised in bad faith with the motive to injure and damage Tropicana’s reputation,” it read.
It was reported that Sunway filed a writ of summons and statement of claim against Tropicana Education Management Sdn Bhd and Tropicana Corporation Bhd for a breach of contract.
In its filing with the High Court here, it said the defendants (Tropicana) were in breach of contract, in particular the Conduct Agreement.
Sunway are 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.
They 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.
