The existence of a contract and the agent's effective role in causing the sale must be demonstrated to claim agency fees, and silence on contract terms undermines binding agreement claims.

JUDGMENT

Mohd Nazlan Mohd Ghazali J:

Introduction

[1] This is an appeal against the decision of the Sessions Court which had after a full trial, allowed the claim by the plaintiff (the respondent herein) for the professional fees of property agent against the appellant. At the end of the appeal hearing which was conducted via Zoom video technology, I allowed the appeal and highlighted the main grounds for my decision. This judgment contains the full reasons for the same.

Key Background Facts

[2] The respondent, a registered property agent firm, in a letter dated 25 October 2010 addressed to the appellant ("Offer Letter") offered its services to identify and introduce potential and suitable buyers for the appellant's five storey commercial building then known as "UniRazak Campus" (now "Wisma Lincoln") in Kelana Jaya, Selangor Darul Ehsan ("the Property") on terms and subject to conditions stated therein.

[3] In response, the appellant procured the delivery of information and documents concerning the Property to the respondent. In a subsequent letter from the respondent to the appellant dated 16 December 2011 ("the Second Letter") the respondent, among others, introduced Lincoln University College ("LUC") which is owned by Asia Pacific Higher Learning Sdn Bhd ("Asia Pacific"), as a potential purchaser of the Property with exclusive right over the purchaser on terms and conditions stated in the Second Letter. As a reaction to the Second Letter, the appellant agreed to arrange for a site visit to the Property on 19 December 2011.

[4] Those who attended the site visit included the respondents's branch director Ery Zuwardi bin Anuar (PW2), the manager of the appellant's property department, Mohd Rushdi Mohd Amin, and representatives of the potential purchaser, namely Prof Dr Amiya Bhaumik (DW2) who was the Vice Chancellor and CEO Lincoln University College, and who was also a director on of Asia Pacific, Prof Datuk Dr Hajah Bibi Florina binti Abdullah, the Pro-Chancellor of Lincoln University College who was also a director as well as the largest shareholder in Asia Pacific, and Sharudin bin Alias (PW1) the Registrar of Lincoln University College. It bears repetition that the prospective purchaser as identified by the respondent to the appellant in the former's Second Letter was Lincoln University College.

[5] Following from the site visit, the respondent in its letter of 20 December 2011 to the appellant, expressed the interest of the potential buyer to purchase the Property. The appellant for that purpose then furnished further documents requested by the respondent.

[6] A first meeting was then held at the premises of the appellant, on 5 January 2012, attended by PW2, for the respondent who also chaired the meeting. Also participated in the meeting were the representatives of the potential purchaser. DW2, PW1, Hajah Bibi Florina binti Abdullah and one Jeyaletchumy Rajaratnam, a director and shareholder in Asia Pacific. The representatives of the appellant who turned up at the meeting were Zabid Abdul Rashid as the President and Vice Chancellor of Universiti Tun Abdul Razak, Ismadi Ismail (DW1), its head of corporate law and international relations, Mohd Rushdi Mohd Amin, the manager of the appellant's property department, as mentioned earlier, and Shamsul bin Ruslan.

[7] A couple of meetings followed, on top of discussions and meetings held on 10 January 2012 and 25 January 2012, which resulted in the appellant in its letter to the potential purchaser of 30 January 2012 expressed its acceptance of the prospective purchaser's offer to acquire the Property for RM20 million, as earlier negotiated with the respondent.

[8] In an email dated 18 May 2012 however, the appellant informed the respondent that the appellant could not agree with a number of additional terms proposed by the purchaser. There was thereafter no further communication between the appellant and the respondent. Until several years later, in 2018.

[9] On 19 November 2017, PW2 was