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2023 MarsdenLR 440
HIGH COURT MALAYA KUALA LUMPUR
VODENZO CONCEPT SDN BHD – Appellant
Versus
MY HEALTHLAND (HQ) SDN BHD – Respondent
[Suit No: WA-22NCVC-324-06/2020]
The court affirmed that separate legal entities must be respected, and the Plaintiff failed to prove authorization for deductions related to debts owed by a separate company.
Headnote:(A) Contracts Act - Sections 60 to 62 - Dispute over payments made for work done by Plaintiff for Defendant and So Good (Global) Sdn Bhd - Plaintiff claimed RM1,820,407.08 from Defendant after deductions - Defendant contended overpayment and sought RM767,172.94 refund - Court found no evidence of authorization for deductions and that debts of So Good not imposed on Defendant - Payments made were for Defendant's benefit only. (Paras 11-12, 21-22, 41-42)
(B) Estoppel - No representations made by Defendant or Goh Chee Siang to support Plaintiff’s claim - Burden of proof lies with the party alleging estoppel - Court found no credible evidence of representation or agreement to utilize payments for So Good. (Paras 24-26, 43-46)
(C) Unjust Enrichment - Doctrine does not apply as Plaintiff independently contracted with each entity - No basis for claims against Defendant for work done for So Good. (Paras 63-66)
Facts of the case:
The Plaintiff undertook work for the Defendant and So Good, claiming RM1,820,407.08 after deductions, while the Defendant counterclaimed for overpayments totaling RM767,172.94. The Defendant admitted liability for RM8,852,116.06 but argued that payments were made for its benefit only.
Findings of Court:
The Plaintiff’s claim is partly allowed; Defendant ordered to pay RM338,127.06. The Defendant's counterclaim is dismissed.
Issues: Whether the Plaintiff was authorized to deduct payments for So Good's debts and whether estoppel applies based on representations made.
Ratio Decidendi: The court held that the Plaintiff failed to prove authorization for the deductions or any representations made by the Defendant, emphasizing the separate legal identities of the entities involved.
Result: The Plaintiff's claim is partly allowed; Defendant to pay RM338,127.06 and the counterclaim is dismissed.
| Table of Content |
|---|
| 1. background of the case and claims. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10) |
| 2. defendant's lack of obligation for so good's debts. (Para 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20) |
| 3. plaintiff's failure to prove representations. (Para 21 , 22 , 23 , 24 , 25 , 26) |
| 4. no authority for payments to so good. (Para 27 , 28 , 29 , 30 , 31 , 32) |
| 5. awareness of separate entities. (Para 33 , 34 , 35 , 36 , 37 , 38 , 39 , 40) |
| 6. corporate veil not lifted. (Para 41 , 42 , 43 , 44 , 45 , 46 , 47 , 48 , 49 , 50) |
| 7. defendant's defense not an afterthought. (Para 51 , 52 , 53 , 54 , 55 , 56) |
| 8. equitable apportionment of payments. (Para 58 , 59 , 60 , 61 , 62) |
| 9. doctrine of unjust enrichment not applicable. (Para 63 , 64 , 65 , 66) |
| 10. final order and payment details. (Para 68 , 69 , 70 , 71) |
A.Introduction
[1] This is simple case concerning works that was undertaken by the Plaintiff for the Defendant and its related companies as well as companies within My Healthland group. There is no dispute as to the amount of work undertaken by the Plaintiff for My Healthland and the companies within the group.
(Note: for ease of convenience the Plaintiffs in the counter claim are referred to as the Defendant).
[2] It is also not disputed that monies were paid by the Defendant in the Counterclaim as well as Goh Chee Siang to the Plaintiff.
[3] Goh Chee Siang is a director of the Defendant and So Good (Global) Sdn Bhd. He is also a majority shareholder in the Defendant and So Good (Global) Sdn Bhd as well as the promoter of the businesses of all the Defendants and So Good (Global) Sdn Bhd.
[4] The only issue that arises concerning the work that was done by the Plaintiff for So Good (Global) Sdn Bhd and the companies.
[5] It is the Plaintiff's case that the Defendant owes it the sum of RM1, 820, 407.08 after deducting the sums paid by the Defendant and the sums paid by Goh Chee Siang.
[6] The Plaintiff contends that the Defendant and the companies in the Counterclaim had authorized, through the promises and representations made by Goh Chee Siang, that the Plaintiff is entitled to deduct the sums paid by the Defendant and the companies in the Counterclaim including the sums paid by Goh Chee Siang for the works undertaken by it for the Defendants as well as for So Good (Global) Sdn Bhd.
[7] The Defendant on the other hand denies such right and alleges that no such authorization was made by Goh Chee Siang or any person authorized by the Defendant.
[8] The Defendant also contends that all payments were made on account for work done for the benefit for the companies within its group and not for So Good (Global) Sdn Bhd.
[9] Therefore, the Defendant contends that they had made an overpayment to the Plaintiff and that the said Plaintiff should repay the sums overpaid to it to the sum of RM767,172.94.
[10] The Defendant admits that it and the companies within its group are liable for the sum of RM8,852,116.06. Since the Plaintiff received the total sum of RM9,619,288.00, the Plaintiff should be made to repay to the Defendant and the Plaintiffs in the Counterclaim a refund of RM767, 172.94.
B. Decision Of This Court
No Evidence That The Plaintiff Is Authorized To Use The Monies Paid By My Healthland Group Of Companies For So Good (Global) Sdn Bhd
[11] Having considered the evidence before me, I find that the Defendant and the Plaintiffs in the Counterclaim has shown to me on a balance of probabilities that the Plaintiff is not entitled to deduct the sums paid by the companies within the My Healthland group of companies for the works done for, So Good (Global) Sdn Bhd unless it was specifically authorized to do so.
[12] I find that the debts of So Good (Global) Sdn Bhd should not be imposed on the Defendant. The Defendant or Goh Chee Siang did not agree that the sums due to So Good (Global) Sdn Bhd should be paid by the Defendant and there was never any agreement that the Defendant held any obligation for the debts of So Good.
[13] I
