Tropicana Corporation Berhad has moved to strike out the claim filed by RHB Trustees Bhd, Sunway REIT Management
Sdn Bhd and Sunway Education Group Sdn Bhd on grounds that it discloses no reasonable cause of action and that it is scandalous, frivolous, and vexatious, and amounts to an abuse of the Court process.
In addition, Tropicana has now issued counterclaims against Sunway on grounds that Sunway’s Claim was filed with ulterior motives and for a collateral purpose to impede, frustrate, and interfere with the group’s dealings with its properties and businesses and further, to 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 an offer between the relevant parties was never intended to be legally binding, as evidenced by the expressed provisions therein. The letter of offer it said was merely provided for negotiations within a specified time period including an agreed time period for due diligence review wherein Sunway has failed to conduct itself within such specified periods. Tropicana said it did not receive any deposit from Sunway.
The group also denies the allegations of delay and obstruction to the completion of the due diligence review. On the contrary, Tropicana said it had provided extensive and sufficient information to Sunway for the purpose of the due diligence review. Additionally, Sunway has attempted to rewrite its position by seeking 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, Tropicana denies the alleged breach of contract on its part and furthermore, denies 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 said it is free to deal with its properties after the proposed transaction was aborted.
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
