1. ) LEMBAGA TABUNG HAJI 2. ) PREMIA CARDS SDN BHD ENCAP SDN BHD

1. ) LEMBAGA TABUNG HAJI 2. ) PREMIA CARDS SDN BHD ENCAP SDN BHD

Court found parties had moved beyond original Debit Card SPA and, by clear conduct and admissions (including registration with MasterCard and BNM and emails/instructions), had effectively agreed variation toward Prepaid Card SPA; termination by LTH was therefore unlawful; expectation damages awarded based on Appellants' own projected figures submitted to BNM; Premia was a special purpose vehicle and veil could be lifted to hold LTH and Premia jointly and severally liable; exemplary damages were not justified and were set aside.

Citation
W-01(NCvC)(W)-429-06/2022 (Mahkamah Rayuan)
Parties
1st Appellant: Lembaga Tabung Haji; 2nd Appellant: Premia Cards Sdn Bhd; Respondent: Encap Sdn Bhd
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
14 November 2023
Case Number
W-01(NCvC)(W)-429-06/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (court of Appeal) / Judgment on Appeal From High Court Kuala Lumpur
Outcome
Appeal allowed in part; High Court findings on liability and compensatory (expectation) damages upheld; award of exemplary damages set aside; costs ordered in favour of Respondent.
Legal Topics
Termination of Contract, Variation by Conduct, Quantum Meruit / S71 Contracts Act 1950, Expectation Vs Reliance Damages, Lifting Corporate Veil, Exemplary Damages
Source Language
Malay/English
Contract Law Equity & Restitution Corporate Law Banking Regulation Termination of Contract Variation by Conduct Quantum Meruit / S71 Contracts Act 1950 Expectation Vs Reliance Damages +2 more

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Parties

Lembaga Tabung Haji

1st Appellant

Premia Cards Sdn Bhd

2nd Appellant

Encap Sdn Bhd

Respondent

Procedural Posture

Civil Appeal (court of Appeal) / Judgment on Appeal From High Court Kuala Lumpur

Legal Issues

  1. 1 Whether termination of Debit Card SPA dated 8.8.2014 by LTH on 30.11.2018 was valid
  2. 2 Whether parties had agreed to the Draft Prepaid Card SPA by conduct/acquiescence
  3. 3 Whether expectation loss could be awarded based on Appellants' own profit projections submitted to BNM

Ratio Decidendi

Court found parties had moved beyond original Debit Card SPA and, by clear conduct and admissions (including registration with MasterCard and BNM and emails/instructions), had effectively agreed variation toward Prepaid Card SPA; termination by LTH was therefore unlawful; expectation damages awarded based on Appellants' own projected figures submitted to BNM; Premia was a special purpose vehicle and veil could be lifted to hold LTH and Premia jointly and severally liable; exemplary damages were not justified and were set aside.

Court Disposition

Appeal allowed in part; High Court findings on liability and compensatory (expectation) damages upheld; award of exemplary damages set aside; costs ordered in favour of Respondent.

Orders

  • High Court finding of liability against Appellants maintained
  • Award of expectation loss (RM42,287,500 as per Appellants' own projection) maintained