The court emphasized the binding nature of exclusive jurisdiction clauses in contracts, requiring robust justification to deviate from agreed jurisdiction.

[1] This appeal emanates from the Kuala Lumpur High Court Order dated 3 November 2017. The learned High Court Judge had dismissed the appellant's application pursuant to O 12 r 10(2) of the Rules of 2012 ("ROC 2012") for a stay of proceedings in the High Court which application was premised on the ground of forum non conveniens. The appellant's position was that the forum conveniens to hear the dispute was the Courts of Florida, in the United States of America. The High Court, however, dismissed the appellant's application and found that Malaysia is the most convenient forum to hear the dispute.

[2] Aggrieved with this decision, the appellant appealed to this Court. After hearing the parties and taking into consideration the written submissions, we allowed the appeal and set aside the orders of the High Court. Our reasons for doing so now follow and will constitute the judgment of the Court.

Salient Facts

[3] The salient facts giving rise to the civil suit appear in the grounds of judgment and in the submissions of the parties. The facts can be restated as follows. The appellant is a company established in Florida, USA. The appellant is the registered owner of several marks and trade marks for Ironman Triathlon ("IRONMAN trade mark"). The respondent is a company registered in Malaysia.

[4] The parties had entered into two Event License Agreements dated 15 February 2000 and 20 October 2003 whereby the respondent obtained from the appellant the right, license and/or authority to organise and/or host triathlon events in Malaysia under the IRON MAN trade mark.

[5] The Event License Agreement dated 20 October 2003 was amended pursuant to the Settlement Agreement and Mutual General Releases dated 24 May 2006 and further amended pursuant to the First Addendum to License Agreement dated 11 December 2008 ("Amended 2003 Agreement") (collectively referred to as the "Event License Agreements").

[6] The said agreements contained an exclusive jurisdiction clause in the form of cl 20 as follows:

"This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings or agreements in regard thereto. This Agreement will be deemed to have been executed and delivered in the State of Florida, and will be construed and interpreted according to the law of that State and of the United States of America. This Agreement may be amended only by written instrument signed by the parties hereto. In any litigation arising out of or relating to this Agreement, the parties agree that venue shall be in the United States District Court, Middle District of Florida, Tampa Division or the Circuit Court located in Pinellas County, Florida."

[7] On 3 September 2009, the appellant issued a notice of default to the respondent outlining the respondent's various defaults under the Amended 2003 Agreement and demanded that those defaults be cured by 18 September 2009. Not receiving a response, the appellant by letter dated 23 October 2009 terminated the Amended 2003 Agreement.

[8] The respondent later discovered that the license and consent to organise the Triathlon event was given to one of the respondent's directors. The respondent then commenced legal action against the appellant by filing the present suit here instead of Florida seeking essentially for a declaration that the termination of the Event License Agreements was unlawful.

[9] On 19 May 2017, the appellant filed an application in the High Court ("encl 47") to stay the proceedings on the basis that Malaysia is not the proper forum pursuant to the exclusive jurisdiction clause.