DAE HANGURU INFRA SDN BHD Perbadanan Menteri Besar Kelantan (PMBK)

DAE HANGURU INFRA SDN BHD Perbadanan Menteri Besar Kelantan (PMBK)

The Federal Court dismissed the appellant's appeal and affirmed the Court of Appeal: there was no binding contract between the appellant and the first respondent because there was no consensus ad idem, no evidence CDJV contracted on behalf of the appellant nor of novation or ratification required by section 35 Companies Act 1965, and estoppel did not apply; the factual requirements for promoter-successor were not established and the appellate court need not answer the framed legal questions which were fact-bound.

Citation
01(f)-33-11/2020(D) (Mahkamah Persekutuan)
Parties
Appellant/plaintiff: Dae Hanguru Infra Sdn Bhd; Respondent/1st Defendant: Baldah Toyyibah (Prasarana) Kelantan Sdn Bhd; Respondent/2nd Defendant: Perbadanan Menteri Besar Kelantan
Court
f
Jurisdiction
Malaysia
Judgment Date
7 April 2022
Case Number
01(f)-33-11/2020(D) (Mahkamah Persekutuan)
Procedural Posture
Civil Appeal / Federal Court Final Judgment on Appeal From Court of Appeal and High Court
Outcome
Appeal dismissed and decision of the Court of Appeal affirmed; Civil Appeal No. 01(f)-33-11/2020(D) withdrawn and struck out
Legal Topics
Pre Incorporation Contracts, Promoter Successor (section 35 Companies Act 1965), Letters of Intent, Novation, Privity of Contract, Quantum Meruit, Estoppel by Conduct
Source Language
Malay/English
Contract Law Company Law Equity and Estoppel Construction Law Pre Incorporation Contracts Promoter Successor (section 35 Companies Act 1965) Letters of Intent Novation +3 more

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Parties

Dae Hanguru Infra Sdn Bhd

Appellant/plaintiff

Baldah Toyyibah (Prasarana) Kelantan Sdn Bhd

Respondent/1st Defendant

Perbadanan Menteri Besar Kelantan

Respondent/2nd Defendant

Procedural Posture

Civil Appeal / Federal Court Final Judgment on Appeal From Court of Appeal and High Court

Legal Issues

  1. 1 Whether pre-incorporation contract rules apply to a successor company in these facts
  2. 2 Whether recognition by conduct estops the contracting party from denying the successor's rights
  3. 3 Whether preliminary documents/letters of intent can establish consensus ad idem in construction contracts

Ratio Decidendi

The Federal Court dismissed the appellant's appeal and affirmed the Court of Appeal: there was no binding contract between the appellant and the first respondent because there was no consensus ad idem, no evidence CDJV contracted on behalf of the appellant nor of novation or ratification required by section 35 Companies Act 1965, and estoppel did not apply; the factual requirements for promoter-successor were not established and the appellate court need not answer the framed legal questions which were fact-bound.

Court Disposition

Appeal dismissed and decision of the Court of Appeal affirmed; Civil Appeal No. 01(f)-33-11/2020(D) withdrawn and struck out

Orders

  • Appeal dismissed with costs in favour of respondents
  • Decision of the Court of Appeal affirmed