Online Dynamics (M) Sdn Bhd TM Net Sdn Bhd

Online Dynamics (M) Sdn Bhd TM Net Sdn Bhd

The court construed 'previous agreement' in the second supplementary agreement as referring to the 2014 second principal agreement (commercially sensible interpretation); clause 4 of the second supplementary agreement validly incorporated clause 19.3(ii) permitting early termination after the first anniversary by 60...

Source-derived case information.

Citation
WA-22NCvC-163-03/2021 (Mahkamah Tinggi)
Parties
Plaintiff: ONLINE DYNAMICS (M) SDN BHD; Defendant: TM NET SDN BHD
Court
High Court
Jurisdiction
Malaysia
Judgment Date
24 August 2023
Case Number
WA-22NCvC-163-03/2021 (Mahkamah Tinggi)
Procedural Posture
Civil Suit Contract Dispute / Judgment on Merits
Outcome
Plaintiff's claim dismissed
Legal Topics
Termination Clause Interpretation, Construction of Contract, Damages for Breach of Contract, Burden of Proof, Contract Drafting Ambiguity
Contract Law Civil Procedure Evidence Law Company Law (liquidation) Termination Clause Interpretation Construction of Contract Damages for Breach of Contract Burden of Proof +1 more

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Parties

ONLINE DYNAMICS (M) SDN BHD

Plaintiff

TM NET SDN BHD

Defendant

Procedural Posture

Civil Suit Contract Dispute / Judgment on Merits

Legal Issues

  1. 1 Whether the defendant lawfully terminated the second supplementary agreement under clause 19.3(ii)
  2. 2 Proper construction of the term 'previous agreement' in the second supplementary agreement
  3. 3 Whether the plaintiff proved entitlement and quantum of claimed damages

Ratio Decidendi

The court construed 'previous agreement' in the second supplementary agreement as referring to the 2014 second principal agreement (commercially sensible interpretation); clause 4 of the second supplementary agreement validly incorporated clause 19.3(ii) permitting early termination after the first anniversary by 60 days' notice; the defendant validly exercised that contractual right and paid pro rata sums which the plaintiff accepted; the plaintiff failed to discharge the burden to prove breach and the quantum/causation of alleged losses; therefore the claim was dismissed with costs.

Court Disposition

Plaintiff's claim dismissed

Orders

  • Claim dismissed with costs of RM30000.00 payable within 30 days