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

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

The court found the exchanges between the parties (requests for variation, the defendant's confirmation of variation and subsequent emails) validly varied the Agreement such that the Completion Period ended 30 September 2021, the Repayment Period commenced 1 October 2021, and the Final Investment Sum was no longer required; therefore the condition for termination under clause 9.1 (non-payment of the Final Investment Sum) was not met, rendering the Notice of Termination invalid and entitling the defendant's counterclaim.

Citation
WA-24NCC-28-01/2022 (Mahkamah Tinggi)
Parties
1st Plaintiff: 555 Film Sdn Bhd; 2nd Plaintiff: Big Foot Entertainment Sdn Bhd; 3rd Plaintiff: Lam Pui Yee; 4th Plaintiff: Chin Leken; Defendant: Adamancy Construction Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
25 May 2022
Case Number
WA-24NCC-28-01/2022 (Mahkamah Tinggi)
Procedural Posture
Originating Summons (contract Dispute) / Judgment (high Court, Commercial Division)
Outcome
Originating summons dismissed; counterclaim allowed; Notice of Termination declared invalid; Agreement remains in force as varied by parties' correspondence.
Legal Topics
Contract Variation, Termination, Repayment Obligations, Investment Agreements, Contract Interpretation
Source Language
Malay/English
Contract Law Commercial Law Entertainment Law Contract Variation Termination Repayment Obligations Investment Agreements Contract Interpretation

Case Brief

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Parties

555 Film Sdn Bhd

1st Plaintiff

Big Foot Entertainment Sdn Bhd

2nd Plaintiff

Lam Pui Yee

3rd Plaintiff

Chin Leken

4th Plaintiff

Adamancy Construction Sdn Bhd

Defendant

Procedural Posture

Originating Summons (contract Dispute) / Judgment (high Court, Commercial Division)

Legal Issues

  1. 1 Whether the 1st plaintiff was entitled to terminate the Agreement for non-payment of the Final Investment Sum
  2. 2 Whether the parties' subsequent correspondence varied the Agreement
  3. 3 Whether the Notice of Termination under clause 9.1 was valid

Ratio Decidendi

The court found the exchanges between the parties (requests for variation, the defendant's confirmation of variation and subsequent emails) validly varied the Agreement such that the Completion Period ended 30 September 2021, the Repayment Period commenced 1 October 2021, and the Final Investment Sum was no longer required; therefore the condition for termination under clause 9.1 (non-payment of the Final Investment Sum) was not met, rendering the Notice of Termination invalid and entitling the defendant's counterclaim.

Court Disposition

Originating summons dismissed; counterclaim allowed; Notice of Termination declared invalid; Agreement remains in force as varied by parties' correspondence.

Orders

  • Originating summons dismissed
  • Counterclaim allowed; declaration that the Agreement remains in force and has been validly varied: Completion Period to 30 September 2021 and Repayment Period commencing 1 October 2021; Final Investment Sum not required