1. ) 555 FILM SDN BHD 2. ) BIG FOOT ENTERTAINMENT SDN BHD 3. ) LAM PUI YEE 4. ) CHIN LEKEN ANDAMANCY CONSTRUCTION SDN. BHD.

1. ) 555 FILM SDN BHD 2. ) BIG FOOT ENTERTAINMENT SDN BHD 3. ) LAM PUI YEE 4. ) CHIN LEKEN ANDAMANCY CONSTRUCTION SDN. BHD.

The Court of Appeal held there was no valid variation of the Agreement because the 18 October 2021 emails were negotiations and there was no mutual agreement or consideration; the defendant's failure to release the 3rd tranche after formal demand constituted breach entitling the plaintiffs to validly terminate the Agreement; the High Court judgment was set aside and the appellants' declaration of lawful termination was granted.

Citation
W-02(NCC)(A)-1117-06/2022 (Mahkamah Rayuan)
Parties
Appellant/plaintiff: 555 Film Sdn Bhd; Appellant/plaintiff: Big Foot Entertainment Sdn Bhd; Appellant/plaintiff: Lam Pui Yee; Appellant/plaintiff: Chin Leken; Respondent/defendant: Adamancy Construction Sdn Bhd
Court
NCC
Jurisdiction
Malaysia
Judgment Date
2 March 2023
Case Number
W-02(NCC)(A)-1117-06/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal From High Court (originating Summons and Counterclaim) / Court of Appeal Judgment on Appeal From Kuala Lumpur High Court Order Dated 25.5.2022
Outcome
Appeal allowed; High Court order and judgment dated 25.5.2022 set aside; declaration that plaintiffs validly terminated the Agreement granted
Legal Topics
Variation of Contract, Termination for Breach, Contract Interpretation, Consideration for Variation, Liquidated Damages, Accrual of Claim
Source Language
Malay/English
Contract Law Civil Procedure Commercial Law Remedies Variation of Contract Termination for Breach Contract Interpretation Consideration for Variation +2 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 5 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

555 Film Sdn Bhd

Appellant/plaintiff

Big Foot Entertainment Sdn Bhd

Appellant/plaintiff

Lam Pui Yee

Appellant/plaintiff

Chin Leken

Appellant/plaintiff

Adamancy Construction Sdn Bhd

Respondent/defendant

Procedural Posture

Civil Appeal From High Court (originating Summons and Counterclaim) / Court of Appeal Judgment on Appeal From Kuala Lumpur High Court Order Dated 25.5.2022

Legal Issues

  1. 1 Whether the Agreement was validly varied by emails dated 18.10.2021
  2. 2 Whether the plaintiffs validly terminated the Agreement for defendant's failure to pay the 3rd tranche after demand
  3. 3 Whether the High Court erred in allowing the defendant's counterclaim and awarding liquidated ascertainable damages before accrual

Ratio Decidendi

The Court of Appeal held there was no valid variation of the Agreement because the 18 October 2021 emails were negotiations and there was no mutual agreement or consideration; the defendant's failure to release the 3rd tranche after formal demand constituted breach entitling the plaintiffs to validly terminate the Agreement; the High Court judgment was set aside and the appellants' declaration of lawful termination was granted.

Court Disposition

Appeal allowed; High Court order and judgment dated 25.5.2022 set aside; declaration that plaintiffs validly terminated the Agreement granted

Orders

  • High Court order and judgment of 25.5.2022 set aside
  • Declaration granted that the Agreement was validly terminated by the plaintiffs for defendant's breach (non-payment of 3rd tranche)