Malaysia Case Law: Decisions & Judgments

Topic

Contract construction

Legal area

Court

10 Oct 2025

Meridian Diversified (M) Sdn Bhd Export-Import Bank of Malaysia Berhad

Citation

WA-22NCvC-519-08/2020 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCvC-519-08/2020 (Mahkamah Tinggi)

Clause 16.3, read in the context of the Agreement and against the express termination provisions in Section 16, requires mutual termination and cannot be exercised unilaterally to negate the remedial regime in Section 16.1; the Defendant's unilateral termination was wrongful; Plaintiff proved about 90% performance and is entitled to compensation for work done equating to RM7,550,470.00 plus interest and costs.
28 Jul 2025

KENANGA INVESTORS BERHAD 1. ) ZULRAFQ CAPITAL SDN BHD 2. ) TAN SRI ZULHASNAN BIN RAFIQUE PIHAK TERKILAN 1. ) DATUK WIRA ISMITZ MATTHEW 2. ) MUHAMMAD TAQIUDDIN HALIM

Citation

WA-22NCC-489-07/2023 (Mahkamah Tinggi)
Court

High Court
Case number

WA-22NCC-489-07/2023 (Mahkamah Tinggi)

Where contractual terms are clear and material dates undisputed, the court will construe the contract: Clause 2.2's ten business day notice is mandatory (condition precedent); Plaintiff's notice of 2.5.2023 failed this condition and thus the Put Option was not validly exercised during the Put Option Period, causing automatic termination under Clause 2.5; these issues were suitable for determination under Order 14A and disposed the Plaintiff’s claim.
15 May 2025

1. ) DIRK JOHANN QUINTEN 2. ) SIMONE QUINTEN 3. ) WOLFGANG ALBERT DORNER 4. ) HEIDRUN GERTRUD DORNER YEOH TEEN EAM

Citation

BA-22NCvC-468-11/2024 (Mahkamah Tinggi)
Court

High Court
Case number

BA-22NCvC-468-11/2024 (Mahkamah Tinggi)

The court found no triable issue: the termination notice given by the plaintiffs was valid under clause 7 and was acknowledged by the defendant; the defendant's denials were insufficient or inconsistent and did not raise a triable issue; clause 7's plain meaning requires settlement of 'all dues' within one month, which includes return of trading capital and outstanding DSP and RC; accordingly the summary judgment application was allowed.
10 Dec 2024

1. ) HO XIN NIE 2. ) BERNICE HO XIN HUI 1. ) LUMI HOSPITALITY SDN BHD 2. ) MAYFAIR VENTURES SDN BHD

Citation

BA-24NCvC-277-02/2024 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCvC-277-02/2024 (Mahkamah Tinggi)

The SPA, read as a whole, deliberately and unambiguously excluded specific performance for the plaintiffs by clause 11.1; plaintiffs' claim for the full balance purchase price as special damages is unsustainable while they retain beneficial ownership because the Principal Agreements remain in force and the 2nd Defendant remained bare trustee; clause 6(g) of the Tenancy Agreement is a conditional option discharged by the SPA and does not create an independent enforceable obligation on the 1st Defendant.
25 Apr 2024

1. ) Goh Choon Kim 2. ) Ong Ah Poh 3. ) Jayamas Property Sdn Bhd 1. ) Natural Transforms Sdn Bhd 2. ) Chan Eng Leong

Citation

PA-24NCvC-951-12/2020 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCvC-951-12/2020 (Mahkamah Tinggi)

On the balance of probabilities, considering the matrix of fact (contemporaneous SSAs, parties' conduct, documentary evidence, unchanged issued capital) and applying objective contract interpretation and business common sense, the SHAs were intended to reflect the sale and transfer of existing shares rather than a subscription for new shares; the plaintiffs failed to perform their alleged obligations and are estopped from asserting the inconsistent subscription theory, therefore the SHAs are not void or unenforceable.
25 Apr 2024

1. ) Goh Choon Kim 2. ) Ong Ah Poh 1. ) Natural Transforms Sdn Bhd 2. ) Chan Eng Leong

Citation

PA-24NCvC-954-12/2020 (Mahkamah Tinggi)
Court

High Court
Case number

PA-24NCvC-954-12/2020 (Mahkamah Tinggi)

Considering the matrix of fact — the corresponding Share Sale Agreements (SSA1, SSA2), contemporaneous documents evidencing payment and transfer, parties' conduct (recognition and registration of defendants as shareholders), plaintiffs' earlier pleadings in Suit 8 asserting a collateral contract/trust, and the inconsistency of plaintiffs' later position — the court found the parties intended an outright sale and transfer of existing shares, not a subscription of new shares; plaintiffs failed to perform any obligations they now rely on and are judicially estopped from their inconsistent stance…
22 Dec 2023

ADYA ENTERPRISES (HK) LTD 1. ) XFYRE (M) SDN BHD 2. ) TETUAN FAHMI ZHAFRI ASHRAF & CO.

Citation

BA-24NCvC-1090-09/2021 (Mahkamah Tinggi)
Court

High Court
Case number

BA-24NCvC-1090-09/2021 (Mahkamah Tinggi)

The court held that the agreed size ratio (1:4:4:1), colour, quantity per container and delivery schedule were fundamental terms of the contract; the First Defendant's unilateral alteration of size ratio and mixing of colours adversely affected performance and constituted a repudiatory breach; Clause 7(c) could not be relied on because the adjustments affected performance and Clause 7(d) (force majeure) was not engaged; the Plaintiff lawfully terminated and is entitled to repayment of the USD182,400 deposit but not to the claimed special damages; costs RM30,000 awarded to Plaintiff.
2 Dec 2022

Ponnusamy A/l Rajoo SUMIVEST HOLDINGS SDN BHD

Citation

AA-22NCvC-35-04/2022 (Mahkamah Tinggi)
Court

High Court
Case number

AA-22NCvC-35-04/2022 (Mahkamah Tinggi)

Plaintiff expressly admitted failure to pay the first instalment and failed to pay the interest required to qualify for the one‑month extension; the SPA unambiguously prescribed instalment dates and an extension only upon payment of interest and clause 12.1 lawfully empowered the Vendor to terminate and forfeit monies; therefore the Notice of Termination was valid and the Plaintiff's claim was scandalous, frivolous or an abuse of process and properly struck out under Order 18 r 19(1)(b) and (d) ROC 2012.
3 Mar 2022

SIT SENG & SONS REALTY SDN BHD (1) M. MOHAMED ALI (2) PARAMASIBAN A/L MAREMUTU

Citation

BK–A 52 NCVC–14–05/2021 (Mahkamah Sesyen)
Court

Sessions Court
Case number

BK–A 52 NCVC–14–05/2021 (Mahkamah Sesyen)

The court found credible triable issues on both the computation of percentage rent (including absence of disclosed methodology and failure to follow contractual procedures for estimation and penalties) and on the applicability of the force majeure clause (MCO/COVID‑19), and held these factual and contractual disputes preclude summary judgment; therefore the plaintiff’s O.14 application was dismissed and the matter set for trial.
23 Apr 2021

Fabricontrol Construction (M) Sdn Bhd 1. Shaik Ismail Bin Shaik Hamid (No. K/P: 550213-07-5097) 2. Abdul Rashid Bin Shaik Hussain (No. K/P: 710905-07-5565) (Didakwa Sebagai Pentadbir Harta Pesaka Shaik Hussain Bin Shaik Ahmad (No. K/P: 3812

Citation

PA–22NCVC–37–02/2017 (Mahkamah Tinggi)
Court

High Court
Case number

PA–22NCVC–37–02/2017 (Mahkamah Tinggi)

Plaintiff was not entitled to specific performance because it failed to perform the fundamental contractual obligation of paying the balance purchase price by the completion dates computed under section 8 of the First Schedule (time running from distribution orders or agreement date); consequently the cause of action accrued on those completion dates and the claim (filed 24.2.2017) is barred by Limitation Act 1953 s6(1); plaintiff's delay also attracts laches; 5th agreement superseded the 4th; deposit was paid by plaintiff but retained improperly by vendors' solicitors and must be returned to…