Parties' intent derived from correspondence establishes long-term contractual obligations, reinforced by statutory provisions.

A.Introduction

[1] This is the Appellant's appeal against the decision of the Sessions Court Judge that had allowed the Plaintiff's / Appellant's claim but only allowed damages to be paid by the Respondent / Defendant to the sum of RM 116,299.60.

[2] This Appeal was also heard together with the Respondent's Appeal bearing number WA-12BNCC-19-07/2024. The Respondent's appeal is on the basis that the learned Sessions Court Judge should not have allowed the Plaintiff's / Appellant's claim in toto.

[3] For ease of reference, the Appellant shall be referred to as the Plaintiff and the Respondent shall be referred to as the Defendant.

[4] After hearing arguments by counsels for the Plaintiff and the Defendant, this Court finds that this is a suitable case for this Court to vary the orders of the Sessions Court and dismiss the Defendant's appeal.

B. Background Facts

[5] This Appeal arises out of the emails that were exchanged between the representative of the Plaintiff and the Defendant between 10 December 2021, 13 December 2021 and 30 December 2021.

[6] In the email dated 10 December 2021, Mr Ron Thoe on behalf of the Defendant had stated as follows:

"In the meeting, we Mena Jaya Sdn Bhd would like to generate a long terms business relationship with your company for the secondary palm oil products....

As per mention, we are exporting the products to our client in Europe, hence we will sponsor a certification, called NIS (National Italian Scheme) to your mill, this certificate used to certify the products' point of origin, and used for sustainability and traceability purposes.

...

While waiting on the certificate, Mena Jaya Sdn Bhd still will purchase your secondary products with market price plus our premium (RM 30.00 to RM 50.00). We are committed to this for this 5 years period."

[7] This was followed up with the email from Ron dated 13 December 2021 and a response from Jo Yee from the Plaintiff dated 27 December 2021. This culminated in the final email dated 30 December 2021 issued by Jo Yee for the Plaintiff:

1. Long Term Contract confirmation on 30 December 2021

Buyer: Mena Jaya Sdn Bhd

Seller: Ultimate Palms Sdn Bhd

Mills: Rompin Palm Oil Mill and Endau Palm Oil Mill

Product: Palm Fiber Oil

Price mechanism before obtaining National Italian Scheme (NIS) certificates: Based on monthly Peninsular

Malaysia MPOB monthly CPO average price with discount of 5% + premium at RM55.00/MT

Price mechanism after obtaining National Italian Scheme (NIS) certificates: Based on monthly Peninsular

Malaysia monthly CPO average price with discount of 5% + premium at RM60.00/MT

Duration: January - December 2022. The renewal of long term contract in 2023 will be at Seller's option

Quantity: monthly 160MT (to be split evenly between Rompin and Endau)

Price basis: Ex- mill basis

Payment term: Full payment before collection

Specification: FFA 8%, M & I 0.5%

Remark: The preliminary contract and proforma invoices will be based on Peninsular Malaysia MPOB monthly CPO average price for the previous month + premium of RM55.00/MT or RM60.00/MT. Difference will be settled after the release of Peninsular Malaysia MPOB monthly CPO average price on the 1st working day.

2. Spot contract confirmation on 30 December 2021

Buyer: Mena Jaya Sdn Bhd

Seller: Ultimate Palms Sdn Bhd

Mills: Rompin Palm Oil Mill and Endau Palm Oil Mill

Product: Palm Fiber Oil

Price: RM 4995/MT, ex- mill basis

Quantity: 120MT (80MT from Rompin and 40MT from Endau)

Payment term: Full payment before collection

Specification: FFA 8%, M & I 0.5%

[8] This Court notes that the Plaintiff did mention in the said email dated 30 December 2021 that it stated:

"Long Term Contract confirmation on 30 Decemb