SPRING MAX CAPITAL SDN. BHD. (Co. No.: 1077552-U) TS GROUP HOLDINGS SDN. BHD. (Co. No.: 743911-X) JOHARI BIN HASAN [Trading under the name and style of Gemilang MK Enterprise (Business registration no. JM0402442-P)] AND 21 OTHERS

SPRING MAX CAPITAL SDN. BHD. (Co. No.: 1077552-U) TS GROUP HOLDINGS SDN. BHD. (Co. No.: 743911-X) JOHARI BIN HASAN [Trading under the name and style of Gemilang MK Enterprise (Business registration no. JM0402442-P)] AND 21 OTHERS

The court held the JVA between TSGH and SMC was valid and enforceable, found SMC breached clause 6.1 (failure to pay commission) and clause 3.3 (failure to pay EPF contributions) of the JVA, upheld TSGH's lawful termination and right to damages under s 74 CA, rejected SMC's claims against the 21 Defendants for misrepresentation, unjust enrichment, s 71 or equitable estoppel due to privity and SMC's breaches, and found no public policy illegality under s 24(e) CA; accordingly SMC's suit was dismissed and TSGH's suit allowed with damages to be assessed.

Citation
BA-22NCVC-312-05/2016 & BA-22NCVC-13-01/2017 (Mahkamah Tinggi)
Parties
Plaintiff (1st Suit); Defendant (2nd Suit): Spring Max Capital Sdn. Bhd.; Defendant (1st Suit); Plaintiff (2nd Suit): TS Group Holding Sdn. Bhd.; Defendants (collective): Johari bin Hasan (trading as Gemilang MK Enterprise) and 21 others
Court
High Court
Jurisdiction
Malaysia
Judgment Date
6 January 2020
Case Number
BA-22NCVC-312-05/2016 & BA-22NCVC-13-01/2017 (Mahkamah Tinggi)
Procedural Posture
Civil Contract Actions (two Consolidated Suits Concerning a Joint Venture Agreement and Performance of Government Cleaning Contracts) / Judgment After Trial (final Decision)
Outcome
SMC's claim dismissed against the 21 Defendants and TSGH; TSGH's claim allowed against SMC; registrar to assess damages; costs awarded to 21 Defendants and TSGH to be paid by SMC.
Legal Topics
Privity of Contract, Public Policy Under S 24 Contracts Act 1950, Termination and Damages for Breach of Contract, Equitable Estoppel, Unjust Enrichment, S 71 Contracts Act 1950, S 66 Contracts Act 1950, S 114(g) Evidence Act 1950 Adverse Inference, Parol Evidence Rule
Source Language
Malay/English
Contract Law Equity and Restitution Evidence Law Public Policy Employment Law (epf/socso Obligations) Privity of Contract Public Policy Under S 24 Contracts Act 1950 Termination and Damages for Breach of Contract +6 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 9 Authorities cited 16 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Spring Max Capital Sdn. Bhd.

Plaintiff (1st Suit); Defendant (2nd Suit)

TS Group Holding Sdn. Bhd.

Defendant (1st Suit); Plaintiff (2nd Suit)

Johari bin Hasan (trading as Gemilang MK Enterprise) and 21 others

Defendants (collective)

Procedural Posture

Civil Contract Actions (two Consolidated Suits Concerning a Joint Venture Agreement and Performance of Government Cleaning Contracts) / Judgment After Trial (final Decision)

Legal Issues

  1. 1 Whether government cleaning contracts offended public policy under s 24(e) CA
  2. 2 Effect of Clause 1.5 requiring prior written government consent and consequences of its breach
  3. 3 Whether 21 Defendants made actionable misrepresentations to SMC

Ratio Decidendi

The court held the JVA between TSGH and SMC was valid and enforceable, found SMC breached clause 6.1 (failure to pay commission) and clause 3.3 (failure to pay EPF contributions) of the JVA, upheld TSGH's lawful termination and right to damages under s 74 CA, rejected SMC's claims against the 21 Defendants for misrepresentation, unjust enrichment, s 71 or equitable estoppel due to privity and SMC's breaches, and found no public policy illegality under s 24(e) CA; accordingly SMC's suit was dismissed and TSGH's suit allowed with damages to be assessed.

Court Disposition

SMC's claim dismissed against the 21 Defendants and TSGH; TSGH's claim allowed against SMC; registrar to assess damages; costs awarded to 21 Defendants and TSGH to be paid by SMC.

Orders

  • 1. The 1st Suit by Spring Max Capital Sdn. Bhd. is dismissed against the 21 Defendants and TS Group Holding Sdn. Bhd.
  • 2. The 2nd Suit by TS Group Holding Sdn. Bhd. is allowed; the court's Registrar shall assess the amount of damages for all loss suffered by TS Group Holding Sdn. Bhd. caused by Spring Max Capital Sdn. Bhd.'s breaches.