SOON HOE CHUAN GLOMAC BERHAD

SOON HOE CHUAN GLOMAC BERHAD

The LOA was a valid and binding contract as accepted by the Respondent through its director (Datuk Richard Fong) and the Respondent’s failure to call him warranted an adverse inference under s114(g) Evidence Act 1950; however the LOA was subsequently discharged by frustration when SOSB’s receivership and GASB’s acquisition and solo development of the 200-acre land fundamentally changed the contractual adventure, so the parties were discharged from the LOA obligations.

Citation
W-02(NCvC)(W)-2115-12/2023 (Mahkamah Rayuan)
Parties
Appellant: Soon Hoe Chuan; Respondent: Glomac Berhad
Court
NCvC
Jurisdiction
Malaysia
Judgment Date
19 November 2025
Case Number
W-02(NCvC)(W)-2115-12/2023 (Mahkamah Rayuan)
Procedural Posture
Civil Appeal (court of Appeal) / Judgment
Outcome
Appeal dismissed
Legal Topics
Letter of Appointment (loa) Validity, Authority of Director/ostensible Authority, Frustration of Contract, Adverse Inference for Withholding Witness, Parent Company Appointing Subsidiary Officer, Joint Venture Termination
Source Language
Malay/English
Contract Law Company Law Evidence Equity Civil Procedure Letter of Appointment (loa) Validity Authority of Director/ostensible Authority Frustration of Contract +3 more

Case Brief

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Parties

Soon Hoe Chuan

Appellant

Glomac Berhad

Respondent

Procedural Posture

Civil Appeal (court of Appeal) / Judgment

Legal Issues

  1. 1 Whether the LOA is invalid because it refers to an agreement reached at a non-existent meeting
  2. 2 Whether the Respondent’s appointment of a CEO for its subsidiary breaches the doctrine of separate legal entity
  3. 3 Whether the director (Datuk Richard Fong) had authority to accept the LOA on behalf of the Respondent

Ratio Decidendi

The LOA was a valid and binding contract as accepted by the Respondent through its director (Datuk Richard Fong) and the Respondent’s failure to call him warranted an adverse inference under s114(g) Evidence Act 1950; however the LOA was subsequently discharged by frustration when SOSB’s receivership and GASB’s acquisition and solo development of the 200-acre land fundamentally changed the contractual adventure, so the parties were discharged from the LOA obligations.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with costs fixed at RM50,000.00 subject to allocator