1. Al Sharhan Sdn Bhd 2. Ismail bin Ali Edipro Construction & Engineering Sdn Bhd

1. Al Sharhan Sdn Bhd 2. Ismail bin Ali Edipro Construction & Engineering Sdn Bhd

The appellate court concluded on the totality of evidence that the written agreement, read as a whole, was ambiguous and more consistent with an obligation to supply and install the pilot plant than an outright transfer or sale of the formula; the Plaintiff failed to prove that disclosure of the formula to SPAN was a contractual condition or that SPAN approval was sought or withheld as a result of the Defendants' conduct; the Sessions Court had insufficiently appreciated evidence and erred in awarding RM137,561.90 and granting the declaration; ambiguities are to be resolved against the drafting party and termination procedures in the contract were not complied with, therefore the...

Citation
WA-12BNCC-23-10/2019 (Mahkamah Tinggi)
Parties
Appellant / Defendant: AL SHARHAN SDN BHD; Appellant / Defendant: ISMAIL BIN ALI; Respondent / Plaintiff: EDIPRO CONSTRUCTION & ENGINEERING
Court
High Court
Jurisdiction
Malaysia
Judgment Date
14 August 2020
Case Number
WA-12BNCC-23-10/2019 (Mahkamah Tinggi)
Procedural Posture
Civil Appeal / Judgment on Appeal
Outcome
Appeal partially allowed
Legal Topics
Validity of Contract, Interpretation of Contract, Non Est Factum, Fraud Allegations in Civil Proceedings, Termination Clauses, Special Damages, Declaratory Relief, Burden of Proof, Contra Proferentem, Appellate Intervention Standard
Source Language
Malay/English
Contract Evidence Civil Procedure Appellate Review Validity of Contract Interpretation of Contract Non Est Factum Fraud Allegations in Civil Proceedings +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 8 Authorities cited 48 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

AL SHARHAN SDN BHD

Appellant / Defendant

ISMAIL BIN ALI

Appellant / Defendant

EDIPRO CONSTRUCTION & ENGINEERING

Respondent / Plaintiff

Procedural Posture

Civil Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether the agreement dated 20.8.2015 was valid and binding
  2. 2 Whether the Defendants breached clauses 3.3, 4.1 and 4.2 by failing to transfer technology or disclose formula for SPAN approval
  3. 3 Whether disclosure of formula to SPAN was a contractual condition precedent to approval

Ratio Decidendi

The appellate court concluded on the totality of evidence that the written agreement, read as a whole, was ambiguous and more consistent with an obligation to supply and install the pilot plant than an outright transfer or sale of the formula; the Plaintiff failed to prove that disclosure of the formula to SPAN was a contractual condition or that SPAN approval was sought or withheld as a result of the Defendants' conduct; the Sessions Court had insufficiently appreciated evidence and erred in awarding RM137,561.90 and granting the declaration; ambiguities are to be resolved against the drafting party and termination procedures in the contract were not complied with, therefore the...

Court Disposition

Appeal partially allowed

Orders

  • Paragraphs 1, 2 and 4 of the Sessions Court judgment dated 3 October 2019 are set aside
  • Dismissal of the Defendants' counterclaim is upheld