MENA JAYA SDN BHD ULTIMATE PALMS SDN BHD

MENA JAYA SDN BHD ULTIMATE PALMS SDN BHD

The High Court held that the emails and the written instrument must be read together and that the parties, by their communications and conduct, created a collateral contract granting the Plaintiff an option to renew for a further year; the Sessions Court erred by isolating the written document and ignoring prior correspondence; Plaintiff proved loss and is entitled to judgment for RM 414,060.00 plus 5% p.a. interest from the hearing date; Defendant's appeal dismissed.

Citation
WA-12BNCC-19-07/2024 (Mahkamah Tinggi)
Parties
Appellant / Plaintiff: Ultimate Palms Sdn Bhd; Respondent / Defendant: Mena Jaya Sdn Bhd
Court
High Court
Jurisdiction
Malaysia
Judgment Date
22 January 2025
Case Number
WA-12BNCC-19-07/2024 (Mahkamah Tinggi)
Procedural Posture
Civil Appeal From Sessions Court / Judgment on Appeal
Outcome
Plaintiff's appeal allowed; Defendant's appeal dismissed with costs
Legal Topics
Collateral Contract, Option to Renew, Damages, Acceptance by Silence, Quantification of Damages, Counterclaim
Source Language
Malay/English
Contract Law Commercial Law Evidence Sale of Goods Appellate Procedure Collateral Contract Option to Renew Damages +3 more

Case Brief

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Parties

Ultimate Palms Sdn Bhd

Appellant / Plaintiff

Mena Jaya Sdn Bhd

Respondent / Defendant

Procedural Posture

Civil Appeal From Sessions Court / Judgment on Appeal

Legal Issues

  1. 1 Whether a collateral contract / option to renew existed in favour of the Plaintiff
  2. 2 Whether silence or non-response by the Defendant amounted to acceptance or acquiescence in commercial context
  3. 3 Whether the Sessions Court erred in law and fact to justify appellate intervention

Ratio Decidendi

The High Court held that the emails and the written instrument must be read together and that the parties, by their communications and conduct, created a collateral contract granting the Plaintiff an option to renew for a further year; the Sessions Court erred by isolating the written document and ignoring prior correspondence; Plaintiff proved loss and is entitled to judgment for RM 414,060.00 plus 5% p.a. interest from the hearing date; Defendant's appeal dismissed.

Court Disposition

Plaintiff's appeal allowed; Defendant's appeal dismissed with costs

Orders

  • Enter judgment for Plaintiff Ultimate Palms Sdn Bhd against Defendant Mena Jaya Sdn Bhd in the sum of RM 414,060.00
  • Interest at 5% per annum from date of hearing of this appeal to date of full realisation