Construction contracts should be interpreted based on the written agreement without extrinsic evidence, and parties may impose contractual interest on outstanding payments.

JUDGMENT

(Court Enclosure No 9)

Wong Kian Kheong J:

A. Background

[1] By way of a "Letter of Appointment" dated 15 November 2014 (LA), the plaintiff company (Plaintiff) proposed "Project Management Services" (Services) to the defendant company (Defendant) with regard to the construction of a medium cost flats project in Kuang, Selangor (Project).

[2] The Defendant had accepted the LA. According to the LA, amongothers:

(1) clause 2.1 has provided that the Defendant shall pay to the Plaintiff a monthly fee of RM120,000.00 for the Services for 21 months from 15 January 2015 until 14 September 2016 (Fees);

(2) according to cl 3.2, among others, any saving from the construction cost of the Project totaling RM120,000,000.00 (Cost Saving), shall be shared equally by the Plaintiff and Defendant. In this regard, cl 2.1 LA states that the Defendant "guarantees" a minimum sum of RM1,000,000.00 "profit sharing" from the Cost Saving to be paid to the Plaintiff in 30 days after obtaining Certificate of Fitness for Occupation (CFO) or Certificate of Practical Completion (CPC) for the Project; and

(3) interest shall be imposed on any amount in arrears at the rate of 1.5% per month (pm) - please refer to cl 3.

[3] Pursuant to the Defendant's letter to the Plaintiff entitled "Extension of Contract for Project Management Services" (dated 5 September 2016), the Defendant extended the Plaintiff's Services until 31 December 2017 (Extension Letter). Clause 1 of the Extension Letter increased the monthly Fee to RM553,000.00.

[4] With regard to the Plaintiff's Services under the Extension Letter:

(1) the Defendant had paid a monthly sum of RM586,180.00 to the Plaintiff from January 2017 until June 2017 [Defendant's Previous Payments (January-June 2017)]. The Defendant's Previous Payments (January-July 2017)were proven in the following documents:

(a) the Plaintiff's five "Tax Invoices" (TI) dated 28 February 2017, 18 April 2017, 18 May 2017, 1 June 2017 and 30 June 2017; and

(b) the Defendant's six "Payment Statements" (PS) nos 26 to 31;

(2) the Defendant however stopped payment for the Plaintiff's Services from July 2017 until December 2017 [Unpaid Plaintiff's Fees (July-December 2017)]. The total Unpaid Plaintiff's Fees (July-December 2017) was RM3,160,390.00;

(3) with regard to the Unpaid Plaintiff's Fees (July-December 2017), the Defendant had only paid a sum of RM206,790.00 [Defendant's Part Payment (Unpaid Plaintiff's Fees)]. Hence, the Defendant owed to the Plaintiff a sum of RM2,953,600.00 as Unpaid Plaintiff's Fees (July-December 2017);

(4) with regard to the Unpaid Plaintiff's Fees (July-December 2017), the Plaintiff had sent the following documents to the Defendant [Documents (Unpaid Plaintiff's Fees)]:

(a) Plaintiff's five TI's dated 22 January 2018 and one TI dated 31 January 2018; and

(b) Defendant's six PS's nos 32 to 37, all dated 5 January 2018 (Defendant's 6 PS's Nos 32-37). All the Defendant's 6 PS's Nos 32-37 had been signed by the following four personnel from the Defendant, including the Defendant's Chief Operating Officer (COO) and Managing Director (MD):

(i) "PREPARED BY: [signature], NICHOLAS/VINCENT, Sr Exec/Asst Mgr, Cost & Contract";

(ii) "APPROVED BY: [signature], EILEEN SL CHAI, Sr Manager, Contract & Procurement";

(iii) "APPROVED BY: [signature], LOKE WEI FENG, [COO]"; and

(iv) "APPROVED BY: [signature], [MD]"; and

(5) the Plaintiff had sent the following three letters to the Defendant which reminded the Defendant to pay the Unpaid Plaintiff's Fees (July-December 2017):

(a) Plaintiff's letter dated 5 September 2019 to the Defendant [Plaintiff's Letter (5 September 2019)];

(b) Plaintiff's letter dated 24 February 2020 to the Defendant [Plaintiff's Letter (24 February 2020)] to which was attached the Plaintiff's "Statement of Account" (SA). The Plaintiff's SA stated that "We shall be grateful if you let us have payment as soon as possible. Any discrepancy in this [SA] must be reported to us in writing within 10 days" [Statement (Plaintiff's SA)]; a