When Promises Outlast Silence

Introduction

Contracts are more than ink on paper — they are promises meant to endure. Yet what happens when those promises are ignored for decades, only to be challenged after circumstances change? This is the story of agreements signed nearly twenty years ago, left unquestioned until a divorce and loan settlement brought them back into dispute.

 

The Background

Two parties entered into a Sale & Purchase Agreement and a Supplementary Agreement in the early 2000s. The arrangement was unusual but clear:

 

The purchaser would obtain a government housing loan.

 

The vendors would take no money whatsoever from the purchaser — not even the balance purchase price — trusting that the property would be re‑transferred to them once the loan was fully settled.

 

The vendors would retain the right to occupy or rent the property.

 

Upon full settlement of the loan, the purchaser was obliged to re‑transfer the property back to the vendors.

 

For almost two decades, no objections were raised. The purchaser paid the loan installments, the vendors occupied or rented the property, and life went on.

 

The Turning Point

In late 2021, after the loan was fully settled and a divorce finalized, the purchaser suddenly claimed the agreements were void — signed under coercion, duress, and without knowledge. Yet, in the same breath, she offered to sell the property back to the vendors for RM300,000, below market value.

 

This offer is telling. If the agreements were truly void, why negotiate a sale price at all? Why not assert absolute ownership and sell to a third party? The act of offering a sale implicitly acknowledged the vendors’ continuing interest in the property.

 

The Contradiction

The contradiction is stark:

 

On one hand, the purchaser claims ignorance and coercion.

 

On the other, she behaves as though the agreements are valid, recognizing the vendors’ rights by offering them first refusal.

 

Courts often look at conduct to test credibility. Silence for 17 years, followed by an opportunistic offer to sell, undermines the claim of coercion. It suggests not ignorance, but opportunism.

 

Broader Lesson

This dispute raises a broader question for all of us:

 

Should courts accept late claims of duress when benefits were enjoyed all along?

 

Or should the long silence, combined with conduct that acknowledges obligations, weigh more heavily?

 

Contracts are not just about legal wording — they are about fairness, reliance, and the trust that promises will be kept. When silence stretches across decades, breaking those promises becomes harder to justify.

 

Conclusion

Promises outlast silence. Agreements signed in good faith, supported by concessions and benefits, cannot be casually set aside years later. Conduct matters, and contradictions speak louder than pleadings.

 

The first lesson from this case is clear: when you act as though a contract is valid, you cannot later deny its existence.