Rohana Yusuf PCA:

Introduction

[1] There are two appeals before us. Both appeals are lodged by the appellant, Dae Hanguru Infra Sdn Bhd (Plaintiff). Civil Appeal No: 01(f)32-11-2020(D) (Appeal 32) is against the decision by the Court of Appeal in favour of Baldah Toyyibah (Prasarana) Kelantan Sdn Bhd. In Civil Appeal No: 01(f)32-11/2020(D) (Appeal 33), the appellant is appealing against the decision of the Court of Appeal in favour of the Perbadanan Menteri Besar Kelantan.

[2] Since Appeal 33 is dependent on the outcome of Appeal 32, we agreed and allowed an oral application made by the learned counsel for the respondent therein to proceed with Appeal 32 first. We then deferred the hearing of Appeal 33.

[3] In this judgment, parties will be referred to as they were in the High Court.

The Background Facts

[4] The Kelantan State Government was interested to construct, finance, design and building a highway road from Kota Bharu to Kuala Krai (the Project). In the year 2012, the State Government issued an open proposal to implement it as a State Project. It was to be implemented through the subsidiary of Perbadanan Menteri Besar (2nd defendant). The subsidiary company incorporated as