HYPERWAVE SYSTEMS ENGINEERING SDN. BHD. USAHAWAN BERSAMA TEKNIK SDN. BHD.

HYPERWAVE SYSTEMS ENGINEERING SDN. BHD. USAHAWAN BERSAMA TEKNIK SDN. BHD.

The Court of Appeal affirmed the High Court: a valid binding contract existed as parties intended to be bound; the Plaintiff's amendments corrected agreed technical/typographical matters and did not constitute a counter-offer; alternatively the Defendant accepted the amended PO by conduct (initialling, meetings, follow-ups); the agreement was not illegal because the supply was downstream and the Plaintiff was PETRONAS licensed/registered so no statutory prohibition attached to the parties' contract; therefore the High Court judgment was correct and appeal dismissed.

Citation
Q-02(NCvC)(W)-2407-12/2021 (Mahkamah Rayuan)
Parties
Appellant: HYPERWAVE SYSTEMS ENGINEERING SDN BHD; Respondent: USAHAWAN BERSAMA TEKNIK SDN BHD
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
16 July 2024
Case Number
Q-02(NCvC)(W)-2407-12/2021 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal Against High Court Judgment / Court of Appeal Judgment
Outcome
Appeal dismissed; High Court judgment affirmed
Legal Topics
Formation of Contract, Acceptance and Counter Offer, Illegality of Contract, Statutory Licensing, Agency and Authority, Contractual Damages, Speaking Judgment
Source Language
Malay/English
Contract Law Commercial Law Petroleum/regulatory Law Evidence Law Formation of Contract Acceptance and Counter Offer Illegality of Contract Statutory Licensing +3 more

Case Brief

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Parties

HYPERWAVE SYSTEMS ENGINEERING SDN BHD

Appellant

USAHAWAN BERSAMA TEKNIK SDN BHD

Respondent

Procedural Posture

Civil Appeal Against High Court Judgment / Court of Appeal Judgment

Legal Issues

  1. 1 Whether a concluded contract existed in the Purchase Order dated 13.4.2016 and amended 14.4.2016
  2. 2 Whether the amended PO constituted a counter-offer or mere clarification and whether the Defendant accepted it
  3. 3 Whether the agreement was tainted with illegality under Petronas licence requirements and the Petroleum Regulations 1974

Ratio Decidendi

The Court of Appeal affirmed the High Court: a valid binding contract existed as parties intended to be bound; the Plaintiff's amendments corrected agreed technical/typographical matters and did not constitute a counter-offer; alternatively the Defendant accepted the amended PO by conduct (initialling, meetings, follow-ups); the agreement was not illegal because the supply was downstream and the Plaintiff was PETRONAS licensed/registered so no statutory prohibition attached to the parties' contract; therefore the High Court judgment was correct and appeal dismissed.

Court Disposition

Appeal dismissed; High Court judgment affirmed

Orders

  • High Court judgment in favour of Plaintiff affirmed
  • Costs of RM30,000 to the Respondent subject to allocator