Pleadings must clearly define the issues and parties involved; failure to adequately plead legal assignments can invalidate a claim under contract law principles.

Introduction

[1] Dynaforce Corporation Sdn Bhd ("respondent") filed a civil suit before the High Court at Kuala Lumpur and claimed from Boustead Naval Shipyard Sdn Bhd ("appellant") a sum of RM778,975.00 together with the interest and costs purportedly due to the respondent for cleaning services rendered at the appellant's dockyard in Lumut, Perak.

[2] After a full trial, the learned High Court Judge gave judgment in favour of the respondent. Aggrieved, the appellant now appeals to this Court.

The Facts

[3] The parties agreed that, at all material times, the respondent was not the appellant's contractor Integrated Maker Sdn Bhd ("IMSB") appointed the respondent as a subcontractor by way of a letter of award dated 2 March 2002 (exh "P3") as seen at pp 117 to 119 of the Appeal Record at Part "C" of vol 3. For convenience, exh "P3" was worded in this way and will now be reproduced:-

[4] It is also undisputed that the respondent had no contractual relationship whatsoever with the appellant in respect of the cleaning services

[5] The appellant appointed IMSB as the main contractor by way of a letter of award dated 15 March 2001 ("the main contract") as seen at pp 114 to 116 of the Appeal Record at Part "C" of vol 3 marked accordingly as exh "P2". Again, for convenience, exh "P2" containing the main contract will now be reproduced:-

[6] In suing the appellant, the respondent claimed that IMSB had assigned its rights under the main contract to the respondent on the strength of two letters, namely:-

(a) a letter of IMSB addressed to the appellant dated 30 November 2004 marked as exh "P7" as seen at pp 123 to 124 of the Appeal Record at Part "C" of vol 3; and

(b) a letter from IMSB to the respondent dated 5 July 2005 marked as exh "P10" as seen at p 133 of the Appeal Record at Part "C" of vol 3.

[7] Exhibit "P7", for the sake of convenience, is now reproduced:-

[8] For convenience, we will now reproduce exh "P10":-

[9] Simply put, the respondent sued the appellant as an assignee of IMSB based on exhs "P7" and "P10" and succeeded before the High Court at Kuala Lumpur

Analysis

[10] It was the appellant's defence, on the balance of probabilities, that there was no such assignment. The respondent argued that by virtue of exhs "P7" and "P10", IMSB had assigned their right to pay directly to the respondent. The respondent's statement of claim in regard to the issue of assignment can be seen at paras 5, 8, and 10 as seen at p 32 of the Appeal Record at Part "A" of vol 1, and, for convenience, these paragraphs will now be reproduced:-

"5. Pada 30 November 2004, melalui satu surat IMSB kepada defendan, IMSB telah mengarahkan defendan untuk membayar terus kepada plaintif baki jumlah tertunggak bagi kontrak pembersihan.

8. Pada 5 July 2005, IMSB telah bersetuju untuk menyerahkan hak pembayaran dari defendan kepada plaintif untuk tunggakan pembayaran sejumlah RM778,975.00.

10. Plaintif menyatakan bahawa IMSB telah menyerahkan hak dan memberi kuasa kepada defendan untuk membuat bayaran terus kepada plaintif. Kerjakerja pembersihan telah dilaksanakan di premis defendan dan kerja-kerja tersebut adalah untuk faedah defendan. Defendan sepatutnya membuat bayaran kepada plaintif seperti yang diminta oleh IMSB."

[11] The stand of the appellant was rather simple. That nowhere in the respondent's pleadings was it pleaded that such assignment was legal or equitable. It was submitted on behalf of the appellant that the act of paying cannot reasonably be construed or deemed as a legal chose in action. Consequently, it was argued that for these reasons, the respondent cannot legitimately claim the outstanding sums from the appellant.

[12] As alluded to earlier after a full trial, on 3 October 2012, the learned High Court Judge allowed the respondent's claim with costs The written grounds of judgment of Her Ladyship showed the following findings which she made:-

(a) Based on the two letters in exhs "P7" and "P10" as well as the surrounding circumstances, Her L