The validity and enforceability of a contract require proof of offer, acceptance, and authority, with the appellant's claim dismissed due to failure to establish these elements.

Introduction

[1] This appeal arose out of the dismissal of the appellant's claim against the respondents for inter alia arrears of salary, commissions, compensation and bonus pursuant to a purported oral agreement made in 2002 and a purported written agreement dated 1 July 2004.

[2] The appellant was a full-time employee of the Universiti Utara Malaysia (the 1st respondent), a higher educational institution. Uniutama Management Holdings Sdn Bhd (the 2nd respondent) is a company wholly owned by the 1st respondent while Uniutama Solution Sdn Bhd (the 3rd respondent) is a company wholly owned by the 2nd respondent.

Background Facts

[3] To develop its Information and Technology (ICT) system, the 1st respondent employed the appellant in 1989 as its Senior System Analyst. In 1992, the appellant was elevated as the Chief System Analyst and in 1999, was appointed as the 'Pengarah Pusat Komputer' in the 1st respondent.

[4] During the appellant's tenure as the Pengarah Pusat Komputer, the appellant played a major role in developing the ICT within the 1st respondent which led to the creation of a computer known as "SerindIT". And this made the 1st respondent the first local university to create its own computer. In view of this development, the 1st respondent structured a plan to commercialise the "SerindIT" computer.

[5] On 16 February 2002, the appellant was seconded to the 2nd respondent. As per the letter dated 28 January 2002, the 1st respondent will continue to pay the appellant's salary and allowances and the 2nd respondent will pay a special allowance to the appellant as its seconded staff. On 2 April 2002, the Board of Directors of the 2nd respondent approved payment of a special allowance of RM650.00 per month for all staff of the 2nd respondent including the appellant. The appellant received a total sum of RM6764.20 comprising the following:

Basic salary paid by the 1st respondent RM4864.20

Usual allowance paid by the 1st respondent RM1250.00

Special allowance paid by the 2nd respondent RM650.00

Total RM6764.20

[6] After the 3rd respondent was incorporated on 17 October 2002 the appellant's secondment at the 2nd respondent ended and the appellant was seconded to the 3rd respondent as its Managing Director. The secondment of the appellant at the 3rd respondent was extended several times until 31 December 2011.

[7] Apart from receiving the remuneration referred to in para [5] above, during the whole period of secondment at the 3rd respondent from 202 to 2011, the appellant twice received a "one off" allowance of RM100,368.00 and RM19,237.14 respectively, as part of an incentive payment scheme that was given to all staff of the 1st respondent seconded to the 3rd respondent. The appellant also had his special allowance increased and he also received bonus.

[8] After his secondment with the 3rd respondent ended in December 2011, the appellant returned to serve the 1st respondent. For the whole duration of the secondment at the second and the 3rd respondents, the appellant remained an employee of the 1st respondent.

Proceedings In The High Court

[9] In December 2014, the appellant filed an action against the respondents, claiming for a sum of RM15,619,916.09. The appellant contended that the respondents breached the oral agreement in 2002 entered into between him and the late Dato' Dr Ahmad Fawzi bin Mohd Basri ("Dato' Fawzi"), the then Vice-Chancellor of the 1st respondent, which was witnessed by Syed Soffian bin Syed Ismail (PW4), the Chief Executive Officer of the 2nd respondent. The appellant contended that vi