The court upheld the validity of contract termination due to the plaintiff's failure to fulfill Minimum Recording Commitment, affirming the defendant's rights under the Artiste Agreement.

JUDGMENT

Leong Wai Hong JC

Introduction

[1] This judgment deals with a breach of contract trial. I have on 15 March 2024 dismissed the plaintiff's suit for wrongful termination of contract and allowed the defendant's counterclaim in prayer 28[a] for a declaration that the termination of contract was valid.

[2] The defendant's position is that she has lawfully terminated an Artiste Agreement dated 1 September 2016 ('Artiste Agreement') pursuant to cl 11.2 as the plaintiff has failed to comply with the Minimum Recording Commitment stipulated in cl 1. [See Bundle B pp 1- 29]. I had agreed with the defendant.

[3] I would have thought this is a "tolerably plain case" but the plaintiff is determined to take this dispute further and has filed an appeal to the Court of Appeal on 25 March 2024.

[4] It may be that the plaintiff is determined to extract his "pound of flesh" in the style of Shylock, from William Shakespeare's play The Merchant of Venice, where Portia said to Shylock, on the insistence of Shylock for the payment of Antonio's flesh, "The words expressly are 'a pound of flesh' / Take then thy bond, take thou thy pound of flesh"¦" [Act IV, Scene-1]

[5] These are my Grounds of Judgment.

Background Facts

[6] The plaintiff is an incorporated company limited by shares with a paid-up capital of RM 10,000.00 having an address at 10-1, Menara Great Eastern 2, 50 Jalan Ampang, 50450 Kuala Lumpur.

[7] The plaintiff is involved in the business of artist management and development, production of songs, investment in movies and procurement of advertising and promotion in collaboration with other companies in the entertainment industry.

[8] The defendant Chua Zhua Yi is a renowned international artiste in the Chinese entertainment industry and was one of the Plaintiff's artistes. From a small number of 50,000 fans she now has close to 1.1 million followers on Instagram, 3.57 million followers on TikTok, 3.13 million on Weibo and 410 thousand followers on Facebook. [See Notes of Proceeding PDF p 43].

The Artiste Agreement

[9] On and around September 2016, the plaintiff have agreed to engage the defendant as their exclusive recording artiste and the defendant agreed to render her services exclusively to the plaintiff for a term of seven (7) years and agreed to appoint the plaintiff as her exclusive business manager in the entertainment industry.

[10] The plaintiff and the defendant have executed the Artiste Agreement incorporating the terms and conditions negotiated between the parties. [See Bundle B pp 1 - 29].

[11] The salient terms of the Artiste Agreement are amongst others:-

i.Clause 1 Interpretation

Album - any Disc Record derived entirely from the Master Tapes of musical sound / visual recordings / digitalized recordings of at least 3 songs of musical works;

Minimum Recording Commitment - means at least 1 Album per annum throughout the subsisting Term of this Agreement....

ii.Clause 2 Engagement of Artiste

2.1 The Company hereby agrees to engage the Artiste as one of its sole and exclusive recording artistes and the Artiste hereby agrees to render her services to the Company exclusively on the terms and conditions as detailed hereinafter throughout the territory during the term;

2.2 The Artiste agrees to permit the Company to make a Master Tapes in order to comply with the Minimum Recording Commitment in accordance with the Company's instructions from time to time.

iii.Clause 11 Termination

11.1 The Company has the right to terminate this Agreement or accept the repudiation by the Artiste of this Agreement at any time when the company is entitled to serve notice of suspension pursuant to the provisions of cl 9.1 or at any time following the expiry of 14 days after the Company shall have given notice of suspension to either cls 9.2 or 9.3;

11.2 In the event the Company fails to comply with the Minimum Recording Commitment, the Artiste has the right to terminate this Agreement and this Agreement shall cease to have any effect on the Parties upon the expiry