Gopal Sri Ram JCA:

[1] This appeal is directed against the order of the High Court granting the defendant (respondent before us) unconditional leave to defend the action. In doing so, the learned judge reversed the order of the senior assistant registrar entering judgment for the plaintiff (appellant before us) for part of its claim. The plaintiff had claimed a sum of RM12,391,117.85. But the registrar only granted judgment for RM5,835,327.31, directing that the balance should go for trial. The plaintiff made no complaint about this latter portion of the registrar's decision. However, the defendant appealed to the judge who, as we said a moment ago, allowed the appeal.

[2] Now, we must say at once that this court does not as a general rule entertain appeals against orders granting unconditional leave to defend. See, Lee Teng Siong v. Lee Kheng Lian [2006] 4 CLJ 443; [2006] MLJU 289. But there may be cases where appellate intervention is called for reasons of justice. Such cases include but are not confined to those which turn "on the construction of a few documents and the court was only concerned with what, in its judgment, was the true construction" (per Raja Azlan Shah CJ (Malaya) in Fadzil bin Mohamed Noor v. Universiti Teknologi Malaysia [1981] CLJ 53 (Rep); [1981] CLJ 85; [1981] 2 MLJ 196); or "where all the issues are clear and the matter of substance can be decided once and for all without going to trial" (per Raja Azlan Shah CJ (Malaya) in Citibank NA v. Ooi Boon Leong & Ors [1981] 1 MLJ 282; or which concerns the interpretation of a statute. See, Fadzil bin Mohamed Noor. The facts here are, in so far as the sum in respect of which the registrar entered summary judgment, clear and uncomplicated. And they are as follows.

[3] The Government of Malaysia awarded the first defendant a contract to build and develop a transit camp at Setapak in Kuala Lumpur. We will, for convenience, refer to that contract as "the building contract". The building contract was worth RM66 million. By a letter dated 15 August 1997, the first defendant sub-contracted the whole of the building contract to a company called TK Yokohama Construction Sdn Bhd for a sum of RM51 million. Then, by the terms of a Novation Agreement dated 20 October 1999, the first plaintiff agreed to perform all the obligations that TK Yokohama Construction Sdn Bhd was to perform under the building contract. In consequence, the latter was released and discharged from performing the building contract. On 1 November 1999, the first plaintiff entered into a joint venture agreement with the second plaintiff. That agreement made it clear that the second plaintiff had been offered loan facilities by Bank of Commerce (M) Bhd to finance the works under the building contract; that the second plaintiff would have the responsibility of arranging funds to complete those works; and that the second plaintiff had lead control over the building contract. By a letter dated 1 July 1999, the second defendant wrote to the Bank of Commerce informing the latter of the following matters. First, that it was the holding company of the first defendant; second, that the it was the main contractor for the works under the building contract; third, that the second plaintiff was the second defendant's main sub-contractor for those works; fourth, it irrevocably authorised the opening of an escrow in the second defendant's name; and fifth, it asked that all proceeds paid into or to be paid into the escrow account were to be credited directly into the second plaintiff's account with the Bank of Commerce. Later, construction work commenced. The second defendant issued progress payment certificates Nos. 2 to 11 to the second plaintiff. All these certificates were issued under its own hand. It paid the second plaintiff a sum of RM13,574,227.71 under progress payment certificates Nos. 2 to 10. Subsequently, the parties mutually terminated the contract. It is common ground that the second defendant di