KPERAK IMPLEMENTATION AND COORDINATION CORPORATION SIMFONI MAYA SDN BHD

KPERAK IMPLEMENTATION AND COORDINATION CORPORATION SIMFONI MAYA SDN BHD

The Court held that KPerak's obligation to pay National Airtime Costs arises only if the National Airtime was actually utilised or at least agreed to be utilised; the word 'maximum' in clause 4.2(c) contemplates sums lower than RM3,000,000 and cannot be read to impose an annual mandatory payment regardless of use; main clauses (including clause 4.1(h) placing content-provision obligation on Simfoni Maya) prevail over inconsistent schedule provisions; post-contract conduct (including the RM500,000 payment) cannot be used to interpret the contract; accordingly the High Court's finding that KPerak was liable for RM14.5 million was set aside and the appeal allowed.

Citation
A-02(NCvC)(W)-2264-12/2022 (Mahkamah Rayuan)
Parties
Appellant: KPerak Implementation and Coordination Corporation; Respondent: Simfoni Maya Sdn Bhd
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
5 June 2024
Case Number
A-02(NCvC)(W)-2264-12/2022 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal / Court of Appeal Judgment (appeal Heard and Decided)
Outcome
Appeal allowed; High Court judgment set aside
Legal Topics
Contract Interpretation, Res Judicata, Locus Standi, Post Contract Conduct and Admissibility, Damages, Schedules Vs Main Contract Clauses
Source Language
Malay/English
Contract Commercial Law Civil Procedure Evidence Contract Interpretation Res Judicata Locus Standi Post Contract Conduct and Admissibility +2 more

Case Brief

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Parties

KPerak Implementation and Coordination Corporation

Appellant

Simfoni Maya Sdn Bhd

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment (appeal Heard and Decided)

Legal Issues

  1. 1 Whether KPerak was liable to pay the RM3,000,000 per annum National Airtime Costs irrespective of actual utilisation of airtime
  2. 2 Whether Simfoni Maya had locus standi to prosecute given it was in liquidation and representation by a firm
  3. 3 Whether res judicata barred the suit

Ratio Decidendi

The Court held that KPerak's obligation to pay National Airtime Costs arises only if the National Airtime was actually utilised or at least agreed to be utilised; the word 'maximum' in clause 4.2(c) contemplates sums lower than RM3,000,000 and cannot be read to impose an annual mandatory payment regardless of use; main clauses (including clause 4.1(h) placing content-provision obligation on Simfoni Maya) prevail over inconsistent schedule provisions; post-contract conduct (including the RM500,000 payment) cannot be used to interpret the contract; accordingly the High Court's finding that KPerak was liable for RM14.5 million was set aside and the appeal allowed.

Court Disposition

Appeal allowed; High Court judgment set aside

Orders

  • High Court judgment awarding RM14,500,000 to respondent set aside
  • Costs awarded to appellant in the amount of RM60,000, to be subject to allocatur