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2024 MarsdenLR 2413
HIGH COURT MALAYA MELAKA
NURI MAYA SDN BHD & ORS – Appellant
Versus
AWAN PLASMA SDN BHD – Respondent
[Civil Suit No: MA-22NCvC-68-12/2020]
The court held that the Plaintiffs were entitled to retain an initial payment but failed to prove entitlement to further remuneration under the Consultancy Agreement.
Headnote:(A) Evidence Act 1950 - Sections 101 and 103 - Limitation Act 1953 - Section 6(1)(a) - Consultancy Agreement - Plaintiffs claimed remuneration for consultancy services related to a reclamation project - Court found Plaintiffs performed services prior to the Agreement but failed to prove post-Agreement services - Plaintiffs entitled to retain initial payment of RM150,000.00 but not further remuneration. (Paras 10, 11, 44, 46)
(B) Public Policy - Agreement not found to be void or voidable - Familiarity with State Government does not equate to illegality or corruption - No evidence of illegal acts by Plaintiffs. (Paras 21, 24, 27)
(C) Burden of Proof - Court emphasized the importance of evidence in proving claims - Plaintiffs failed to discharge the burden of proof for services rendered post-Agreement. (Paras 10, 33, 42)
Facts of the case:
Plaintiffs claimed remuneration for consultancy services related to a reclamation project, asserting they had performed services leading to the Defendant's completion of the project. Defendant countered that the claim was time-barred and the Agreement void due to public policy concerns.
Findings of Court:
Plaintiffs entitled to retain RM150,000.00 but not further remuneration; Defendant's counterclaim dismissed.
Issues: Whether the Plaintiffs' claim is time-barred, whether the Agreement is void or voidable, and whether the Plaintiffs proved their claim.
Ratio Decidendi: The court ruled that the Plaintiffs had not proven their claim for remuneration post-Agreement and that the Agreement was not void or voidable on public policy grounds.
Result: Both claims dismissed.
| Table of Content |
|---|
| 1. plaintiffs' case details (Para 3) |
| 2. consultancy agreement details (Para 4 , 5 , 6) |
| 3. defendant's disputes (Para 7 , 8) |
| 4. core issues identified (Para 9) |
| 5. burden of proof principles (Para 10) |
| 6. defendant's release from agreement (Para 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20) |
| 7. agreement against public policy (Para 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36 , 37 , 38 , 39 , 40 , 41 , 42 , 43 , 44 , 45) |
| 8. court's final decision (Para 46) |
JUDGMENT
A. Introduction
[1]This is a decision at the end of a full trial. The Plaintiffs' claim against the Defendant is for the payment of remuneration in consideration of the Plaintiffs' performance of their consultancy services to the Defendant in relation to a reclamation and water chalets project in the State of Melaka.
[2] The Plaintiffs called 4 witnesses whilst the Defendant called 3 witnesses.
B. Plaintiff' Case
[3] The Plaintiff's case is that sometime early 2007 the Defendant approached the Plaintiffs seeking their services ('Services') to advise, negotiate, assist and liase with the State Government of Melaka ('State Government') in securing the rights to the reclamation and the development of 170 acres of land in Klebang, Melaka ('Project'). The Plaintiffs' claim that at the request of the Defendant they then carried out their services and it resulted in the State Government issuing a Letter of Award dated 11 October 2007 to the Defendant wherein the State Government agreed to appoint the Defendant as the exclusive Contractor for the Project. Following that letter the State Government and the Defendant then entered into a Concession Agreement dated 12 December 2007 granting the Defendant the rights to develop the Project ('First Concession Agreement').
[4] The Plaintiffs' appointment as Consultant was only formalized later via a Consultancy Agreement on 18 March 2013 ('Agreement'). The Agreement provided that the Plaintiffs shall be entitled to receive a cash fee of RM350,000.00 and 5% of the total units of marine villas development and transfer of 5 acres of saleable reclaimed land in the Project as their agreed remunaretaion for the performance of the Services ('Remuneration'). In the event the Defendant breaches its obligations the Plaintiffs are entitled to sue for specific performance and to claim for damages against the Defendant. The Plaintiffs claim that they had fully performed their services and the Defendant had enjoyed the benefit of those services. The Defendant then completed the Project but failed to honor their promises to the Plaintiffs.
[5] It is the Plaintiffs case, which is not disputed, that the Second and Third Plaintiffs were appointed as Directors of the Defendant to facilitate the performance of the Services until the Remuneration are fully paid by which time they will then resign as Directors. It is also an undisputed fact that both these Plaintiffs were then removed as Directors before the full Remuneration are paid.
[6] The Plaintiffs claim that notwithstanding the Agreement was executed and dated 18 March 2013, the Plaintiffs had actually begun to assist the Defendant in securing all the necessary approvals, licenses and approvals for the Project prior to that. The Plaintiffs claim that their services led to the Defendant completing the Project pursuant a new Concession Agreement between the Defendant and the State Government dated 16 March 2016 ('New Concession Agreement'). The New Concession Agreement was entered into between the State Government and the Defendant after the Defendant sought for an extension of the First Concession Agreement and the Defendant's appeal to revise the components of the Project.
C. Defendant's Case And Counterclaim
[7] The Defendant disputes the Plaintiffs' claim on several grounds, which include that:-
(i)the Plaintiffs' claim is time barred;
(ii) that the Defendant was effectively released from the Agreement after the State Government cancelled the
