Parties must adhere strictly to the terms of a settlement agreement, with overpayment claims limited to amounts explicitly defined therein.

[1] This appeal arises from an order made by the learned High Court Judge in Kuala Lumpur High Court on 10 November 2017, which requires the Court to consider the construction of a settlement agreement reached by the parties.

[2] In this proceeding, the appellant complains that it had overpaid the respondent RM532,746.75 under a settlement agreement. The appellant claimed it had paid RM5,522,746.75 when the settlement sum was only RM4,990,000.00.

[3] After a full trial, the learned judge dismissed the appellant's claim. The learned judge found that there was no overpayment. The appellant now appeals against that decision.

[4] For convenience, we will refer to the parties in this judgment as they were referred to in the High Court.

[5] We heard the parties on 21 February 2019, and reserved our judgments. Having considered the matter as well as the written submission of the parties, we will now give our reasons in respect of the appeal. In short, we dismiss the plaintiff's appeal.

Background

[6] We now turn to the facts of the present case and how it was decided in the Court below.

[7] The plaintiff is a customer of the defendant.

[8] The plaintiff is the registered proprietor of the lands (Land 1, Land 2, Land 3, and Land 4).

[9] On 24 September 2010, the High Court allowed the defendant's application for summary judgment against the plaintiff with two others in Kuala Lumpur High Court Civil Suit No: D-22 NCC-551-2010 for overdraft facilities and term loan (the said Judgment). The plaintiff was ordered to pay the defendant: (a) for the overdraft facilities, a sum of RM5,329,067.93 as at 6 July 2010 and interest; and (b) for the term loan, a sum of RM589,074.67 as at 6 July 2010 and interest (the Judgment Sum).

[10] By a letter from the defendant dated 18 March 2011 (the Settlement Letter), the plaintiff and the defendant then agreed to settle the outstanding Judgment Sum pursuant to the said Judgment (the Settlement). In gist, the agreed settlement sum to be paid by the plaintiff was RM4,990,000.00 to be paid over a period of 72 months, that is, 71 monthly instalments of RM50,000.00 per month starting on 1 May 2011 with a bullet payment for the balance for the last instalment. All payments to be completed by 1 April 2017.

[11] The plaintiff failed to comply with the settlement terms. On 22 May 2015 the defendant took out foreclosure proceedings for an Order for Sale vide Originating Summons No: 24F-492-05-2015 (the OS) on the charge held on Land 2. Exhibited in the OS were the said Judgment and a statement of account as at 30 November 2014 stating that the amount received by the defendant from the plaintiff as at 30 November 2014 was RM5,522,746.75. The defendant subsequently discontinued the foreclosure proceedings because UOB had already obtained an Order for Sale over the same property.

[12] The plaintiff claimed that with the admission that the amount of RM5,522,746.75 was received by the defendant, the plaintiff has overpaid the defendant RM532,746.75 in excess of the agreed settled account of RM4,990,000.00 (RM5,522,746.75 - RM4,990,000.00) and was entitled to a refund of the excess payment. The plaintiff pleaded that there were accord and satisfaction by the plaintiff.

[13] The plaintiff also claimed that the Settlement Letter did not refer to post-judgment interest on the principal sum of RM4,990,000.00.

[14] The defendant's pleaded case is that there is no case of an overpayment by the plaintiff.

Issues

[15] The issues for determination by this Court are as follows:

(i) whether the plaintiff had overpaid the defendant in respect of the judgment sum or the settlement agreement ente