The court upheld the enforceability of an oral agreement under the Contracts Act, affirming plaintiff's entitlement to commission on orders secured, and dismissed the defendant's counterclaims.

JUDGMENT

See Mee Chun JCA:

Introduction

[1] The plaintiff had filed a claim against the defendant for commission due on new orders secured from the defendant's customer, Abdul Latif Jameel Imports & Distribution Co Ltd (Aljacs) based in Saudi Arabia and PT Astra Daihatsu Motor Indonesia (Daihatsu). The plaintiff is also known as Benny Oh.

[2] The defendant is involved in the business of car accessory and equipment manufacturing and by its own account, an Original Equipment Manufacturer of a comprehensive range of automotive accessories (OEM business).

Plaintiff's Claim

[3] The plaintiff's claim is premised on an oral agreement made, arising from a meeting on 18 May 2011 (the meeting) between the plaintiff and the defendant's director, one Mdm Lim Siew Cheng, also known as Mrs Tan. From the meeting, the plaintiff said he was to be appointed as Managing Director- OEM of the defendant, with the agreed terms as set out in paras 4.1 to 4.10 of the amended statement of claim (ASOC).

[4] In essence, the plaintiff was to obtain new car accessory and equipment orders from Aljacs, restore the defendant's reputation, be paid commission on orders upon invoices, such commissions payable until the respective car model life ends, and expenses in relation to the services.

[5] The plaintiff pleaded he commenced duties with effect from 24 May 2011 and had complied with all the agreed terms The orders for new products for the car models are listed in paras 6.1 to 6.22 and the agreed commission rate in paras 7 to 28 of ASOC.

[6] In para 29, it was then stated a commission of RM4,065,823.39 was paid for invoices issued from June 2013 to September 2016; and the particulars are set out in para 30.

[7] The same terms as in para 4.7 (to obtain new orders) and para 4.8 (commission payable for as long as orders are made) applied to the business from Daihatsu,

[8] The plaintiff pleaded he was terminated with effect from 18 November 2016.

[9] The plaintiff's claim is for sums due on invoices for the Aljacs orders in respect of invoices dated October to December 2016 and the Daihatsu orders in respect of invoices for September 2016 and February 2017 (paragraphs 47.1 to 47.5); an account of all purchase orders of car accessory products from Aljacs from November 2016 for the products identified in paras 47.6 to 47.6.21 and from Daihatsu from February 2017 and for damages to be assessed based on the agreed commission rate, in Ringgit Malaysia.

[10] The plaintiff has withdrawn his claim in paras 47.10 to 47.12, for an account of the above orders for a continuing period until the respective car model life ends and paras 47.14 and 47.15 for aggravated, exemplary and general damages.

Defence And Counterclaim

[11] The defence was a denial of the meeting and the agreed terms as set forth by the plaintiff. The defendant stated the plaintiff was never appointed as MD- OEM and merely given the title to enhance his image among Aljacs employees and to assist him to secure new product orders.

[12] The terms of arrangement were that the plaintiff through his Mentor would bring in exclusive original car accessories from Aljacs and/or new customers in order to increase the defendant's profitability and that the commission to be paid would be a small percentage of the profits earned.

[13] With regard to the allegation of new products secured, it was stated these had been supplied to Aljacs since 2003 for different car models.

[14] The Daihatsu orders were secured by the defendant's own employee under the direction of its Managing Director, Mr Joe Tan.

[15] The commission paid was not denied and was attributed to the plaintiff's misrepresentation that such payment was demanded by the Mentor who shall assist the defendant to obtain orders for new products (paragraph 11 of Amended Statement of Defence (ASOD)). Subsequently, it was found the commission should not have been paid as no new orders were obtained that could generate profit.

[16] The particulars of misrepresentation given verbally by the