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2025 MarsdenLR 2074
HIGH COURT MALAYA KUALA LUMPUR
JURUPRO SDN BHD – Appellant
Versus
KKIBS SDN BHD – Respondent
[Appeal No: WA-12BNCC-24-09/2024]
A valid contract requires mutual consent and intention to create legal relations; mere payment does not establish contractual obligations without supporting evidence.
Headnote:(A) Contracts - Breach of Contract - The 1st Defendant was found not liable for breach of contract regarding the sale of 15,000 boxes of Nitrile Glove as there was no valid contract established between the Plaintiff and the 1st Defendant; the Proforma Invoice was deemed a forgery and not admissible as evidence (Paras 6, 10, 13, 29).
(B) Agency - The existence of an agent-principal relationship was not established as the Plaintiff did not plead this nor provide evidence supporting the claim (Paras 23, 28).
Facts of the case:
The Plaintiff claimed a refund from the 1st Defendant for a purported purchase of Nitrile Gloves, alleging breach of contract after payment was made. The 1st Defendant denied the existence of any contract and claimed the Proforma Invoice was forged (Paras 5, 6, 8).
Findings of Court:
The evidence did not support that a valid contract existed between the Plaintiff and the 1st Defendant, and the Proforma Invoice was not admissible as evidence (Paras 9, 10, 31).
Issues: The court addressed whether a valid contract existed between the Plaintiff and the 1st Defendant and the nature of the relationship between the 1st and 2nd Defendants (Paras 9, 23).
Ratio Decidendi: The court concluded that mere payment into the 1st Defendant's account was insufficient to establish a contract, and the alleged agency was not proven (Paras 29, 30).
Result: Appeal allowed with costs.
Introduction
[1] In this judgment, the parties shall be referred to as they appeared before the Session Court.
[2] This is an appeal filed by the 1st Defendant against the judgment of the learned Session Court Judge granted after a full trial where the learned Sessions Court Judge had allowed part of the Plaintiff's claim and made the following orders:
(a) 1st Defendant shall severally pay RM902,250.00 to the Plaintiff;
(b) 2nd Defendant shall severally pay RM700,000.00 to the Plaintiff;
(c) 3rd Defendant shall severally pay RM80,000.00 to the Plaintiff;
(d) 4th Defendant shall severally pay RM70,000.00 to the Plaintiff; making the cumulative total RM1,752,250.00.
[3] The 2nd, 3rd and 4th Defendants were unrepresented and did not appear at the trial. They also did not appeal against the judgment of the learned Session Court Judge.
[4] After hearing oral submissions from counsel and after considering all the relevant cause papers, I allowed the 1st Defendant's appeal with costs.
Background Facts
[5] On 4 December 2020, the Plaintiff filed an action against the 1st Defendant claiming for the refund of RM902,250.00, purportedly paid pursuant to the Plaintiff's purchase of 15,000 boxes of Nitrile Glove.
[6] The Plaintiff's pleaded claim against the 1st Defendant was premised on the cause of action for breach of contract. In support of its claim, the Plaintiff contended that:
(a) the Plaintiff and the 1st Defendant had entered into an agreement whereby the 1st Defendant had agreed to sell and the Plaintiff agreed to buy 15,000 boxes of Nitrile Glove Paloma Brand ("Nitrile Glove") at the price of RM902,250.00 ("the Contract");
(b) the Plaintiff made the payment of RM902,250.00 into the 1st Defendant's bank account on 23 October 2020. In making the payment, the Plaintiff relied on the Proforma Invoice No PRO038 dated 21 October 2020 of RM902,250.00 ("Proforma Invoice") which carried the letterhead of the 1st Defendant and the signature of the 1st Defendant with its rubber stamp;
(c) the 1st Defendant failed to deliver the 15,000 boxes of the Nitrile Glove to the Plaintiff on 26 October 2020, hence the breach.
[7] In defence, the 1st Defendant contended that:
(a) the 1st Defendant denied entering into the Contract with the Plaintiff for the sale and purchase of 15,000 boxes of Nitrile Glove. The 1st Defendant never dealt with the Plaintiff and in fact, the 1st Defendant was not even aware of the sale and purchase until one Datin Kelly Kok Sock Chin ("Datin Kelly") (SP1's wife) visited the 1st Defendant's office on 30 November 2020;
(b) the Proforma Invoice was a forged document as the 1st Defendant never issued such document;
(c) the 2nd Defendant had approached the 1st Defendant's chairman, SD1 and represented to the 1st Defendant about a sale and purchase transaction involving 300,000 boxes of Nitrile Glove for the sum of USD4,350,000.00 ("the Fraudulent Contract"). The 2nd Defendant further represented to the 1st Defendant that it would make a profit of USD435,000.00 from the Fraudulent Contract which the 2nd Defendant then requested the 1st Defendant to hold on its behalf;
(d) The 2nd Defendant informed the 1st Defendant that the payment of RM902,250.00 which was made by the Plaintiff into the 1st Defendant's account was part of the 2nd Defendant's profit under Fraudulent Contract and directed the 2nd Defendant to disburse a total sum of RM850,000.00 to three parties, namely, a sum of RM 700,000.00 to one Faratravel (M) Sdn Bhd (in which the 2nd Defendant holds 99.99% shareholding and the 5th Defendant holds 0.01% shareholding), a sum of RM 80,000.00 to the 3rd Defendant and a sum of RM70,000.00 to the 4th Defendant.
[8] The learned Session Court Judge found that there was a contract between the Plaintiff and the 1st Defendant, relying heavily on the fact that the sum of RM902,250.00 was paid into the 1st Defendant's bank account and the Proforma Invoice that was issued under the 1st Defendant's letterhead. The learned Session
