KOSI ENGINEERING SDN. BHD. CHENGALJATI SDN. BHD.

KOSI ENGINEERING SDN. BHD. CHENGALJATI SDN. BHD.

The court held that the Settlement Deed must be construed from its text: Clause 2, by use of 'notwithstanding', overrides any inconsistent parts of Clause 1 and imposes a clear deadline that the Indebtedness be settled on or before 31 December 2021; there was no contractual precondition that Turnpike Synergy's certification must precede defendant's liability; accordingly the plaintiff was entitled to the indebtedness as adjudicated and the defendant breached the Settlement Deed; the Order 14A determination was appropriate and the Notice of Application (Content 45) was allowed with costs.

Citation
BA-22NCvC-114-03/2022 (Mahkamah Tinggi)
Parties
Plaintif: KOSI ENGINEERING SDN. BHD.; Defendan: CHENGALJATI SDN. BHD.
Court
High Court
Jurisdiction
Malaysia
Judgment Date
12 June 2025
Case Number
BA-22NCvC-114-03/2022 (Mahkamah Tinggi)
Procedural Posture
Civil Contract Dispute (subcontractor Payment) / Determination of Questions of Law Under Order 14 A; Judgment on Application
Outcome
Notice of Application (Content 45) allowed with costs; four legal questions answered in favour of the plaintiff; defendant found to have breached the Settlement Deed
Legal Topics
Contract Interpretation, Settlement Agreement Enforcement, Order 14 a Determination, Certification by Employer, Breach of Settlement Terms
Source Language
Malay/English
Contract Law Civil Procedure Construction Law Alternative Dispute Resolution Contract Interpretation Settlement Agreement Enforcement Order 14 a Determination Certification by Employer +1 more

Case Brief

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Parties

KOSI ENGINEERING SDN. BHD.

Plaintif

CHENGALJATI SDN. BHD.

Defendan

Procedural Posture

Civil Contract Dispute (subcontractor Payment) / Determination of Questions of Law Under Order 14 A; Judgment on Application

Legal Issues

  1. 1 Whether Clause 1 of the Settlement Deed is subject to Clause 2 making payment due on or before 31 December 2021
  2. 2 Whether certification/approval by Turnpike Synergy is a precondition to the plaintiff's entitlement to the indebtedness
  3. 3 Whether the plaintiff is entitled to the entirety of the indebtedness (Received Certified Progress Claim, Unreceived Certified Progress Claim and Invoice Claims)

Ratio Decidendi

The court held that the Settlement Deed must be construed from its text: Clause 2, by use of 'notwithstanding', overrides any inconsistent parts of Clause 1 and imposes a clear deadline that the Indebtedness be settled on or before 31 December 2021; there was no contractual precondition that Turnpike Synergy's certification must precede defendant's liability; accordingly the plaintiff was entitled to the indebtedness as adjudicated and the defendant breached the Settlement Deed; the Order 14A determination was appropriate and the Notice of Application (Content 45) was allowed with costs.

Court Disposition

Notice of Application (Content 45) allowed with costs; four legal questions answered in favour of the plaintiff; defendant found to have breached the Settlement Deed

Orders

  • Costs to be paid by the defendant to the plaintiff
  • Judgment dated 12 June 2025 confirmed awarding RM1,337,088.96 to the plaintiff