A legally binding contract may arise from correspondence even without formal execution, with contextual documents establishing terms of agreement.

[1] We begin by pointing out the unfortunate fact that the trial of this case took a mere 22 days on diverse dates in the months of April, June and July 2009; the judgment nevertheless, was only delivered on 12 December 2013, some three years after the conclusion of the hearing. The learned judge entered judgment against the respondent (the defendant in the court below) for the sum of RM39,422.40 plus interest of 5% per annum on the judgment sum calculated from 16 February 2004 until full settlement. It is noteworthy that the respondent joined the Mayor of the City of Kota Kinabalu and DBKK Holdings Sdn Bhd as the first and second third parties respectively claiming to be indemnified by the third parties against the appellant's claim. However, the respondent's claim against the third parties were dismissed for which, we observe, no appeal was filed by the respondent against the dismissal of its claim.

Facts

[2] In the year 2003, the appellant and the respondent qua the plaintiff and the defendant respectively in the court below entered into negotiations for the printing and supply of the scratch type car-parking coupons. Following these negotiations, the appellant issued a quotation for printing (the letter of quotation) on 26 July 2003 stating amongst others that the quantity which the respondent was to order was estimated at 1.5 million sheets per month. The respondent thereupon by a letter of award dated 31 July 2003, awarded to the appellant the contract for printing and supply of car-parking coupons, based on the appellant's quotation letter dated 26 July 2003, for an initial period of two years. The respondent stated in the said letter of award that it had decided to accept the appellant's quotation and award the contract for printing of car-parking coupons subject to the appellant agreeing to the terms and conditions which we shall set out inter alia as follows:

"1. The prices quoted by you shall be inclusive of design cost, all equipments, materials and labour used in the printing process, all taxes, delivery charges up to the respondents office/store and any other incidental costs.

2. The successful production of a working sample for the scratch type coupons that are acceptable to us and the Dewan Bandaraya Kota Kinabalu within one calendar month from the date of our notification that your design is approved.

3. To affect delivery for the first batch of the coupons within one calendar month from the date of our first LPO. The coupons can be delivered to us partially every week as proposed in your quotation letter. We provide you with the delivery schedule every time an LPO is issued to you. To effect delivery for all succeeding LPOs within one week from the date of each LPO.

4. In the event that you are unable to meet the delivery schedule as mentioned in item 3 above, there shall be a penalty of RM20,000.00 for every day the delivery is delayed. This amount represents our minimum daily collection.

5. You are required to always keep sufficient stock of the printed coupons in your own storage equivalent to at least one month usage by us. You are expected to build up the said stock within 2 calendar months from the date of our first LPO.

6. The monthly quantity that we will be ordering during the contract period would vary from time to time. Therefore, you are only required to print and deliver to us based on the quantity and delivery schedule as stated in our LPOs, except for the stocks mentioned in item 4 above.

7. We would like to remind you that the coupons once printed are considered a commodity and worth whatever face value printed on it. You are to take all necessary precautions and security measure to ensure that no forged coupons comes out of your factor