The Sale of Goods Act 1957 did not apply due to lack of payment and contractual relationships between the parties, leading to the conclusion of unjust enrichment.

[1] This in an appeal by the defendant (or "appellant") against the decision of the High Court given on 17 May 2017, after a full trial, which allowed the claim of the plaintiff (or "respondent") and dismissed the counterclaim of the appellant with costs of RM38,000.00.

Salient Facts

[2] The salient facts as set out by the learned High Court Judge ("judge") can be summed up as follows:

[3] Pursuant to a Concession Agreement dated 21 February 2013 entered into between the plaintiff of the one part and the Government of Malaysia and Universiti Teknologi Mara ("UiTM") of the other part ("the Concession Agreement") (AR Pt A and B Vol 1 at Pt C pp 259- 269), the plaintiff was granted a concession for a period of 23 years (including the construction period) to carry out the design, development, construction and maintenance of the facilities and infrastructure (as defined therein) and carry out the asset management services (as defined therein).

[4] The aforesaid facilities and infrastructure refer to a university campus for use by UiTM in Rembau, Negeri Sembilan, on a parcel of land then held under Geran 74041, Lot 472, Mukim Kundor, District of Rembau, State of Negeri Sembilan measuring approximately 80 acres ("the UiTM campus" or "the project site").

[5] It was part of the plaintiff's obligation under the Concession Agreement to supply "loose and built- in furniture" to the UiTM campus. In order to implement the obligations under the Concession Agreement, the plaintiff appointed Tech Art Sdn Bhd ("Tech Art") as the main contractor. The appointment of Tech Art was done via a Letter of Award dated 8 May 2013 (AR Pt C p 270- 284).

[6] Pursuant to the Letter of Award, it was Tech Art's obligation to supply "loose and built- in furniture/soft finishing and special equipment". Thereafter, Tech Art appointed specialist contractors to provide various services and/ or to supply the relevant goods. Hence, Tech Art in turn issued a Letter of Award dated 2 January 2014 to one Novanexus Design Studio to undertake the "Design and Build- Loose and Built- in Furniture and Soft Furnishing" works for a contract sum of RM7,300,000.00 (AR Pt C p 285- 301).

[7] Unknown to the plaintiff, Novanexus Design Studio on its part entered into arrangements with another entity, namely Novanexus Design and Build Sdn Bhd and they then jointly and/or severally entered into arrangements with the defendant, by which the defendant would supply the furniture or goods ("goods") (Novanexus Design Studio and Novanexus Design & Built Sdn Bhd are referred to collectively as "Novanexus"). These arrangements are evidenced by Purchase Orders, Delivery Orders and Invoices and a Supply and Carpentry Work Agreement dated 20 June 2016 between Novanexus and the defendant ("the CSA") (AR Pt C p 311- 343).

[8] The defendant claims that it delivered the goods to the project site between 3 July 2016 and 8 September 2016. The goods are now in the plaintiff's possession.

[9] By this action, the plaintiff contends that the general property in the goods delivered by the defendant to the UiTM campus (as alleged by the defendant) is now vested in the plaintiff. According to the plaintiff, the term "general property" in goods is synonymous with "title".

[10] The plaintiff maintains that it was forced to file this action as the defendant intimated a desire to remove the goods from the project site