KERRY LOGISTICS (M) SDN BHD POMELO FASHION MALAYSIA SDN BHD

KERRY LOGISTICS (M) SDN BHD POMELO FASHION MALAYSIA SDN BHD

Clause 12.1 permits either party to terminate the Service Agreement by sixty (60) days prior written notice without giving reasons, subject to express exceptions; the exceptions ('except specifically provided, as follows') refer to the special Events of Default in Clause 13 (and Clause 17 obligations) where shorter or immediate termination is justified (eg 14 working day remedy period or immediate termination on insolvency/government order). The Sessions Court's interpretation was correct and the appeal is dismissed.

Citation
WA-12ANCvC-211-12/2024 (Mahkamah Tinggi)
Parties
Appellant/plaintiff: Kerry Logistics (M) Sdn Bhd; Respondent/defendant: Pomelo Fashion Malaysia Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
6 June 2025
Case Number
WA-12ANCvC-211-12/2024 (Mahkamah Tinggi)
Procedural Posture
Civil Appeal / Appeal From Sessions Court Under Order 14 a of the Rules of Court 2012; Hearing in High Court on Interpretation of Service Agreement
Outcome
Appeal dismissed
Legal Topics
Contract Interpretation, Termination Clause, Events of Default, Notice Period, Order 14 a Application
Source Language
Malay/English
Contract Law Commercial Law Civil Procedure Contract Interpretation Termination Clause Events of Default Notice Period Order 14 a Application

Case Brief

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Parties

Kerry Logistics (M) Sdn Bhd

Appellant/plaintiff

Pomelo Fashion Malaysia Sdn Bhd

Respondent/defendant

Procedural Posture

Civil Appeal / Appeal From Sessions Court Under Order 14 a of the Rules of Court 2012; Hearing in High Court on Interpretation of Service Agreement

Legal Issues

  1. 1 Whether Clause 12.1 permits unilateral termination without cause by giving sixty (60) days prior written notice
  2. 2 Whether Clause 12.1 is subject to the Events of Default in Clause 13 and the obligations in Clause 17 such that 60 days notice is not required in those specific events

Ratio Decidendi

Clause 12.1 permits either party to terminate the Service Agreement by sixty (60) days prior written notice without giving reasons, subject to express exceptions; the exceptions ('except specifically provided, as follows') refer to the special Events of Default in Clause 13 (and Clause 17 obligations) where shorter or immediate termination is justified (eg 14 working day remedy period or immediate termination on insolvency/government order). The Sessions Court's interpretation was correct and the appeal is dismissed.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed
  • Respondent awarded costs