ADYA ENTERPRISES (HK) LTD 1. ) XFYRE (M) SDN BHD 2. ) TETUAN FAHMI ZHAFRI ASHRAF & CO.

ADYA ENTERPRISES (HK) LTD 1. ) XFYRE (M) SDN BHD 2. ) TETUAN FAHMI ZHAFRI ASHRAF & CO.

The court held that the agreed size ratio (1:4:4:1), colour, quantity per container and delivery schedule were fundamental terms of the contract; the First Defendant's unilateral alteration of size ratio and mixing of colours adversely affected performance and constituted a repudiatory breach; Clause 7(c) could not...

Source-derived case information.

Citation
BA-24NCvC-1090-09/2021 (Mahkamah Tinggi)
Parties
Plaintiff: Adya Enterprises (HK) Ltd; First Defendant: Xfyre (M) Sdn Bhd; Second Defendant: Tetuan Fahmi Zhafri Ashraf & Co.
Court
High Court
Jurisdiction
Malaysia
Judgment Date
22 December 2023
Case Number
BA-24NCvC-1090-09/2021 (Mahkamah Tinggi)
Procedural Posture
Civil Contract (writ Action Converted From Originating Summons) / Judgment (trial)
Outcome
Judgment for Plaintiff in part: contract lawfully terminated; deposit to be refunded; special damages claim dismissed; costs awarded to Plaintiff
Legal Topics
Fundamental Term, Repudiatory Breach, Remedies, Stakeholder Duties, Unjust Enrichment, Remoteness of Damages, Force Majeure, Contract Construction
Contract Law Commercial Law Equity and Restitution Fundamental Term Repudiatory Breach Remedies Stakeholder Duties Unjust Enrichment +3 more

Source-derived case record

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 5 Authorities cited 11 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Adya Enterprises (HK) Ltd

Plaintiff

Xfyre (M) Sdn Bhd

First Defendant

Tetuan Fahmi Zhafri Ashraf & Co.

Second Defendant

Procedural Posture

Civil Contract (writ Action Converted From Originating Summons) / Judgment (trial)

Legal Issues

  1. 1 Whether the size ratio, quantity per container and delivery schedule and colour constituted fundamental terms of the contract
  2. 2 Whether the First Defendant committed a repudiatory breach entitling the Plaintiff to terminate
  3. 3 Whether the Plaintiff was entitled to return of deposit and claimed special damages

Ratio Decidendi

The court held that the agreed size ratio (1:4:4:1), colour, quantity per container and delivery schedule were fundamental terms of the contract; the First Defendant's unilateral alteration of size ratio and mixing of colours adversely affected performance and constituted a repudiatory breach; Clause 7(c) could not be relied on because the adjustments affected performance and Clause 7(d) (force majeure) was not engaged; the Plaintiff lawfully terminated and is entitled to repayment of the USD182,400 deposit but not to the claimed special damages; costs RM30,000 awarded to Plaintiff.

Court Disposition

Judgment for Plaintiff in part: contract lawfully terminated; deposit to be refunded; special damages claim dismissed; costs awarded to Plaintiff

Orders

  • First Defendant and Second Defendant jointly and severally to pay to Plaintiff USD 182400.00 being refund of deposit
  • Claim for USD 24403.56 as special damages is dismissed