COURT OF APPEAL PUTRAJAYA
MAJLIS AGAMA ISLAM SELANGOR & ANOR – Appellant
Versus
BANK MUAMALAT MALAYSIA BHD – Respondent
The ratio decidendi of the case is that the scope of the payment guarantee agreement is limited to the guarantee of concession proceeds and certain payments explicitly specified within the agreement. The court held that the guarantee does not extend to cover the entire financing liabilities or obligations under the facility agreements. The key reasoning was that the contractual language, when interpreted in its natural and ordinary meaning, clearly limits the guarantee to payments arising from the concession agreement, specifically the concession proceeds, and does not encompass Redha's liabilities under the broader facility agreements (!) (!) (!) (!) (!) (!) .
Furthermore, the court emphasized that the construction of the contract must be based on the language of the written document itself, without reliance on extrinsic or oral evidence, as contract interpretation is a matter of law (!) (!) (!) (!) . The court also reasoned that the plaintiff's claim for the entire outstanding amount was barred by the principle of res judicata, as the rights and liabilities concerning the same issues had already been fully adjudicated in prior proceedings, and allowing a double claim would result in unjust enrichment (!) (!) .
In summary, the court's decision was grounded on the contractual language, the proper method of contract interpretation, and the principle that issues already adjudicated cannot be relitigated, leading to the conclusion that the plaintiff's claim was outside the scope of the guarantee and was barred by res judicata.
JUDGMENT
Introduction
[1] This is an appeal from the judgment of the High Court in Malaya at Kuala Lumpur. The plaintiff/respondent claimed against both defendants/appellants for recovery of monies allegedly due under a guarantee. After full trial, the plaintiff's claim was allowed by the High Court. Judgment was sealed for the plaintiff in terms of the relief prayed for in paras 28(a) to (f) of the amended statement of claim comprising several declaratory orders and a monetary judgment for the sum of RM326,669,571.59 as well as late payment damages and costs. The defendants appealed that decision, which we allowed with costs and set aside the judgment of the High Court for the reasons below.
Brief Facts
[2] The first defendant, Majlis Agama Islam Selangor ("MAIS") is a statutory body established under the Administration of the Religion of Islam (State of Selangor) Enactment 2003.
[3] The second defendant, Kolej Islam Antarabangsa Selangor Sdn Bhd ("KUIS") is a company wholly owned by MAIS. KUIS operates an institute of higher learning.
[4] MAIS owns a piece of land in Kajang. As landowner, MAIS agreed to allow KUIS to build a students' centre with accommodati
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