The court upheld the wrongful termination of the Plaza TTDI Contract, awarding damages based on lost profits, while finding that the Laman Seri Contract was validly terminated.

JUDGMENT

(After Full Trial)

Tee Geok Hock JC:

Background And Introduction

[1] This is a derivative action filed on behalf of 4th Plaintiff Platinum Parking Sdn Bhd ("Platinum") after the 1st to 3rd Plaintiffs obtained the leave of the Court of Appeal to proceed with this derivative action of the 4th Plaintiff/Platinum.

[2] Platinum is a joint venture company with its 70% shares held by Alunan Rancak Sdn Bhd ("Alunan") who appointed 3 Directors and its 30% shares held by the 1st Plaintiff/Panetra Parking Sdn Bhd ("Panetra") who appointed 2 Directors: see SAF paras 2 and 7 (Enclosure 20); SSM search in AB1/265 - 272 (Enclosure 58).

[3] The 2nd and 3rd Plaintiffs are Panetra's nominated Directors on the Board of Directors of Platinum: see SSM search in AB1/265 - 272 (Enclosure 58).

[4] Alunan and Panetra entered into a Shareholders Agreement dated 26 April 2010 in connection with their joint venture and relationship in Platinum, their joint venture company: see AB1/338 - 357 (Enclosure 58); para 7 of SAF.

[5] Platinum entered into two carpark management contracts with TTDI Harta, namely:

(a) Carpark Management Contract for Plaza TTDI at Taman Tun Dr Ismail, Kuala Lumpur ("Plaza TTDI Contract"): see AB1/73 - 77 (Enclosure 58); and

(b) Carpark Management Contract for Laman Seri Business Park at Shah Alam ("Laman Seri Contract"): see AB1/140 - 144 (Enclosure 58).

[6] Briefly, the causes of action of Platinum in this derivative action are:

(A) Plaza TTDI: Wrongful termination of Carpark Management Contract for Plaza TTDI; declaration that the contract had been extended by conduct or verbally or by estoppel; reimbursement of Direct Operating Expenses, reimbursement of Capital Expenditure; damages for wrongful termination of contract.

(B) Laman Seri Business Park: Wrongful termination of Carpark Management Contract for Laman Seri Business Park; declaration that the contract had been extended by conduct or verbally or by estoppel; reimbursement of Direct Operating Expenses, reimbursement of Capital Expenditure, damages for wrongful termination of contract.

[7] At the full trial on 7 February 2022 the Plaintiff made an oral application to amend the figure in prayer (o) from RM2,531,664.00 to RM1,547,128.00, and as it was consented to by the Defendant, the Court granted the leave to orally amend the same. On 7 September 2022, the Defendant's counsel gave consent for the Plaintiff's application in encl 106 to amend the prayers for damages and reliefs in the Writ and Statement of Claim by deleting items ((h), (i), (r), (s), (t) and (u), and thereupon this Court allowed the said items ((h), (i), (r), (s), (t) and (u) to be deleted and dropped.

[8] The main issues are as categorised below, while the other consequential or subsidiary issues can be dealt with under the respective headings of the main issues.

Cause Papers And Full Trial

[9] At a pre-trial case management session and/or at the trial, the following documents in the cause papers were marked with the respective numbers as stated below:

[10] It was also the agreed procedure that:

(1) At the full trial, upon the witness' affirmation and confirmation of the contents of his/her Witness Statement as his/her evidence, the Witness Statement and its contents are deemed to be read and there is no necessity for the witness to read the contents of the Witness Statement into the CRT system. This procedure is without prejudice to the rule against hearsay, ie the principle of evidence which requires witnesses to testify as to facts and matters within their personal knowledge and not on hearsay evidence. Liberty is given to the counsel to ask supplementary or additional question in examination-in-chief to clarify or explain or highlight salient parts of the Witness Statement before the cross-examination begins.

(2) In order to save time and costs at the full trial, the Part A and Part B documents referred to in the witnesses' statements and evidence are marked as per the marking of Agreed Bundles of Documents as "AA"