The necessity for precise pleading in civil suits is mandated under the Rules of Court, and failure to comply bars the plaintiff from raising unpleaded causes of action.

The evidence of the 1st Plaintiff and SP2 regarding the effect of cl 15.3 had not been challenged by the Board's learned counsel during their cross-examination. On this point, the Plaintiffs rely on the judgment of Tengku Baharuddin JCA in the Court of Appeal in Paramill Sdn Bhd & Anor v. Datuk Joseph Pairin Kitingan, [2007] 7 MLJ 289;

(2) the Book stated in Jawi (translated into Malay by the 1st Plaintiff) that DBP and Darul Fikir were co-publishers of the Book;

(3) all the three witnesses in this case (the 1st Plaintiff, SP2 and SD1) had testified that the publication of the Book was done solely by Darul Fikir. The Plaintiffs rely on the parties' conduct to construe the Contract. The Federal Court's judgment delivered by PS Gill FCJ in Kedah Cement Sdn Bhd v. Masjaya Trading Sdn Bhd , 2006 MarsdenLR 761 has been cited by the Plaintiffs; and

(4) the Board did not deny the demand dated 21 September 2017 by the Plaintiffs' solicitors (which alleged that the Board had breached the Contract) [Plaintiffs' Demand].

[25] Firstly, the interpretation of an agreement is a question of law to be decided by the Court and not by witnesses through their oral evidence - please see Gopal Sri Ram JCA's (as he then was) judgment in the Court of Appeal case of NVJ Menon v. The Great Eastern Life Assurance Company Ltd, [2004] 3 MLJ 38, at 103-104. Accordingly, the testimonies of the 1st Plaintiff and SP2 regarding the meaning of cl 15.3 is irrelevant. Similarly, the failure of the Board's learned counsel to cross- examine the 1st Plaintiff and SP2 on cl 15.3, is also of no consequence.

[26] Secondly, ss 91 and 92 of the Evidence Act 1950 provide that no evidence can be adduced by the Plaintiffs and the Board to contradict, vary, add to or subtract from the terms and conditions of the Contract - please see Chang Min Tat FJ's judgment in the Federal Court in Tindok Besar Estate Sdn Bhd v. Tinjar Co , 1979 MarsdenLR 363 , at 227-228.

[27] Thirdly, the Contract is a commercial contract which should be construed in a commercially sensible manner - please see the Federal Court's judgment delivered by Gopal Sri Ram FCJ in Berjaya Times Square Sdn Bhd v. M-Concept Sdn Bhd, [2010] 1 MLJ 597, at para 10.

[28] Fourthly, the Contract has an "entire agreement clause" in cl 39 (Cl 39). Clause 39 reads as follows in Malay:

"39. Keseluruhan Perjanjian

Perjanjian ini mengandungi keseluruhan persetujuan dan persefahaman antara Pihak-Pihak berkenaan dengan perkhidmatan dan mengatasi serta membatalkan keseluruhan mana-mana perjanjian, representasi, persetujuan, surat, rundingan, persefahaman, syarat- syarat dan terma-terma yang terdahulu sebelum Perjanjian ini berkuat kuasa sama ada secara langsung atau tidak langsung, atau secara lisan atau bertulis, antara Pihak-Pihak terhadap atau berkaitan dengan Perkhidmatan atau perkara-perkara yang melibatkan Perkhidmatan dalam Perjanjian ini."

[Emphasis Added]

According to Court of Appeal's judgment delivered by Nik Hashim JCA (as he then was) in Master Strike Sdn Bhd v. Sterling Heights Sdn Bhd , 2005 MarsdenLR 2740 , at 607-608, the effect of an entire agreement clause in a contract is that the contract "constitutes a binding agreement between [the parties] with regard to all matters mentioned in the contract and ... the contract does not permit any term to be implied or import any other consideration not in the contract". Based on cl 39, the following evidence is not material in the interpretation of the Contract:

(1) the fact that the Book stated that Darul Fikir was a co-publisher of the Book together with DBP;

(2) the publication of the Book was done solely by Darul Fikir; and

(3) the Board's failure to reply to the Plaintiffs' Demand.

It is to be noted that Kedah Cement does not involve an entire agreement clause.

[29] Lastly, I find that the Board has not breached