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2025 MarsdenLR 4954
HIGH COURT MALAYA KUALA LUMPUR
MRCB BUILDERS SDN BHD – Appellant
Versus
SMM RESOURCES SDN BHD & ORS – Respondent
[Civil Suit No: WA-22NCvC-846-11/2019]
The court established that a contract can exist without written documentation, based on the conduct of parties, countering claims of fraud and conspiracy.
Headnote:(A) No specific laws or sections cited.
(B) Elements of fraud and conspiracy in subcontractor agreements, including the necessity for formal contracts and operational procedures.
(C) The plaintiff alleged fraud involving lack of a Letter of Award, forged claims, and circumvention of authority resulting in unjust enrichment.
(D) The court addressed the validity of the subcontractor's appointment, conspiracy claims, and whether contracts existed. (E) The court found that an oral contract existed despite the absence of written documentation, guided by the conduct and evidence of both parties. (F) The plaintiff's claims were dismissed due to lack of evidence supporting fraud or conspiracy, and the first defendant's counterclaim was also dismissed. (G) Parties involved include the plaintiff and multiple defendants, including subcontractors and their directors. (H) Dissenting opinions were not present as the judgment predominantly sided with the defendants regarding the establishment of contracts and allegations of fraud.
| Table of Content |
|---|
| 1. allegations of fraud and conspiracy in project execution. (Para 1 , 2 , 3 , 4 , 5) |
| 2. identification of parties involved in construction disputes. (Para 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17) |
| 3. plaintiff contests authority and appointments regarding subcontractors. (Para 18 , 19 , 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28) |
| 4. first defendant argues valid contractor relationship exists. (Para 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36 , 37 , 38 , 39 , 40 , 41) |
| 5. second defendant claims no conspiracy and valid decisions made. (Para 42 , 43 , 44 , 45) |
| 6. third defendant refutes allegations of fraud and authority. (Para 46 , 47 , 48 , 49 , 50) |
| 7. fourth and fifth defendants only identified as directors. (Para 51 , 52) |
| 8. issues to be tried based on allegations and claims. (Para 53 , 54 , 55) |
| 9. plaintiff's assertion of fraud and conspiracy supported by claims. (Para 56 , 57 , 58 , 59 , 60 , 61 , 62 , 63 , 64 , 65) |
| 10. existence of contracts analyzed; implications of non-written agreements. (Para 66 , 67 , 68 , 69 , 70 , 71 , 72 , 73 , 74 , 75) |
| 11. evaluation of evidence, communications indicating contract existence. (Para 76 , 77 , 78 , 79 , 80 , 81 , 82 , 83 , 84 , 85) |
| 12. court's findings regarding credibility of claims and evidence presented. (Para 86 , 87 , 88 , 89 , 90 , 91 , 92 , 93 , 94 , 95 , 96 , 97 , 98 , 99 , 100 , 101 , 102 , 103 , 104 , 105 , 106 , 107) |
| 13. assessment of the first defendant's counterclaim and supporting documents. (Para 108 , 109 , 110 , 111 , 112 , 113 , 114 , 115 , 116 , 117 , 118 , 119 , 120 , 121 , 122 , 123 , 124 , 125 , 126 , 127 , 128 , 129 , 130 , 131 , 132 , 133 , 134 , 135 , 136 , 137 , 138 , 139 , 140 , 141 , 142 , 143 , 144) |
| 14. conclusion of claims and counterclaims; dismissal of plaintiff's claims. (Para 145 , 146) |
Preliminary
[1] This dispute involves construction work that is allegedly tainted with fraud and conspiracy.
[2] A subcontractor has been accused not only of committing fraud against the main contractor but also of conspiring through its directors with the main contractor's key persons on the site of the project for financial gain at the expense of the main contractor.
[3] At first glance, everything appeared to be in order at the project site.
[4] There was, however, only one thing missing: the Letter of Award, which was not in place because the proper procedures for appointing the subcontractor were allegedly not followed.
[5] However, it is interesting to note that the subcontractor was already on site, working right under the main contractor's nose.
[6] In light of this, does this scenario constitute fraud or conspiracy?
[7] Soon, this will be unravelled.
An Overview Of The Background Surrounding The Case
[8] The plaintiff is a company that offers engineering and construction services throughout Malaysia and is involved in numerous construction projects.
[9] The first defendant is a general construction and investment holding company that provides unskilled and semi-skilled labour for the construction of architectural and structural civil work.
[10] The first defendant was originally a subcontractor hired by MRCB Engineering Sdn Bhd, a company associated with the plaintiff, to perform work for The Light Rail Transit Line 3 Project ("LRT 3 Project").
[11] That is the origin of the first defendant's relationship with the plaintiff's affiliated company.
[12] The second defendant was employed on 5 January 2015 by MRCB Engineering Sdn Bhd.
[13] On 18 December 2014, Malaysian Resources Corporation Berhad ("MRCB"), the parent company of the plaintiff, initially appointed the second defendant as Senior Project Manager of Job Grade 6, where the second defendant was assigned to the Special Project (LRT, Package B-Mainline), Puchong, Selangor ("the LRT Project"). The LRT Project was carried out by one of MRCB's subsidiary companies, MRCB Engineering Sdn Bhd.
[14] On 31 March 2016, the second defendant was then relocated from the LRT Project to the proposed W
