KUALA LUMPUR: Sunway Education Group Sdn Bhd, RHB Trustees Bhd, and Sunway REIT Management Sdn Bhd filed a writ of summons and statement of claim for breach of contract against Tropicana Education Management Sdn Bhd and Tropicana Corporation Bhd.
It claimed in a filing with the High Court that the defendants were in breach of contract, specifically the Conduct Agreement.
According to the statement of claim, Tropicana Management offered to sell property to Sunway Manager in a letter dated April 20 of this year, while Tropicana Corporation offered to sell shares to Sunway Manager for an aggregate purchase price of RM208 million.
The plaintiffs paid a refundable earnest deposit of RM4.16 million, which allowed them to conduct a month-long due diligence review on the property and Tropicana beginning May 2.
According to the statement of claim, the defendants denied the plaintiffs access to and did not make available a substantial amount of due diligence information, making it impossible to complete the review within the stipulated deadline.
It was later discovered that the defendants were in talks with another party about selling the same property and shares.
"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 (the plaintiffs) were going to purchase.
"They (the defendants) have practised double-dealing behind the plaintiffs' backs 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," it read.
The plaintiffs are now claiming loss and damages for wasted expenses incurred in performing the Conduct Agreement, 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 caused by the defendants' breaches.
The plaintiffs have asked for an order requiring the conduct agreement to be performed and carried out, including access to all due diligence information and additional costs.