Malaysia Case Law

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.

• Fundamental term
• Repudiatory breach
• Remedies
• Stakeholder duties
• Unjust enrichment
• Remoteness of damages

18 Aug 2023

1. ) XXXX 2. ) Artisan Pesona Sdn Bhd 3. ) Primary Capital Sdn Bhd 1. ) Dato' Sri Dr Abdullah Fadzil Bin Che Wan (Dibela And Disaman Melalui Anaknya Dan “Wakil Litigasi ” Wannis Che Wan Bin Abdullah Fadzil @ Abdullah Fattah (No. K/p: 730705

Citation

WA-22NCC-352-10/2016 (Mahkamah Tinggi)

Court

High Court

Case number

WA-22NCC-352-10/2016 (Mahkamah Tinggi)

Court found defendants breached the shareholders' agreement by transferring the Impugned Shares without offering first refusal and without consent; damages assessed on expectation principle as difference between value of the shares on date of improper transfer (75% of RM200,000,000 = RM150,000,000), less purchase consideration paid by third party (RM5,677,500), less value when shares were transferred to plaintiffs on 28 February 2019 (nominal RM1), resulting in RM144,322,499; defendants' share‑swap and remoteness arguments rejected as irrelevant or insufficient to break causal chain.

• Shareholders' agreement
• Breach of contract
• Damages assessment
• Right of first refusal
• Remoteness of damages

29 Oct 2021

LEE BAN HENG TAN SOH GEE

Citation

BL-12B-12-07/2021 (Mahkamah Tinggi)

Court

High Court

Case number

BL-12B-12-07/2021 (Mahkamah Tinggi)

Appeal dismissed because plaintiff failed to prove on the balance of probabilities that defendant owed a duty of care to the plaintiff: defendant acted as employee of BHLB on instructions from the plaintiff's sister, there was no proximity or contractual relationship with plaintiff, and the subject will had been destroyed by the testatrix so no actionable loss attributable to defendant was established.

• Duty of care
• Causation
• Remoteness of damages
• Wills act s5
• No case to answer
• Costs

28 Jun 2020

3D NETWORKS SDN. BHD. (NO. SYARIKAT: 495419-K) RAFFLES K12 SDN. BHD. (NO. SYARIKAT: 921415-W)

Citation

JA-A52NCVC-251-08/2018 (Mahkamah Sesyen)

Court

Sessions Court

Case number

JA-A52NCVC-251-08/2018 (Mahkamah Sesyen)

The Court found the Plaintiff performed the contract and delivered goods accepted by the Defendant, the Defendant repeatedly promised payment then withheld it and only raised alleged defects after a Letter of Demand; the Defendant is estopped from denying the debt, no proven causal link showed defects attributable to the Plaintiff (installation issues caused by site leakage and later tampering by Defendant), the Defendant's counterclaim lacked merit, and the Plaintiff is entitled to recover the outstanding RM98,075.80; counterclaim dismissed.

• Breach of contract
• Implied term - merchantable quality
• Debt recovery
• Counterclaim for refund
• Mitigation of loss
• Estoppel

LIM CHEE HOLDINGS SON BHD V RHB BANK BERHAD

Citation

LIM CHEE HOLDINGS SON BHD V RHB BANK BERHAD

Court

Malaysian court

Plaintiff's claims were dismissed because the plaintiff breached fundamental contractual terms by failing to deposit all sale proceeds into the designated PAS/TPPT accounts, thereby defeating the monitoring/payment mechanism; HRM and PM were independent professionals so their acts could not be imputed to the bank; delays alleged were not proved to be due to the bank after certification; negligence claim failed for lack of established duty of care; defendant's counter-claims for outstanding loan sums were proven and allowed.

• Breach of contract
• Negligence
• Counter-claim
• Loan facility
• Redemption of charges
• Agency and independence of professionals