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2025 MarsdenLR 3438
HIGH COURT MALAYA JOHOR BAHRU
CHEN YI JIN & ORS – Appellant
Versus
NEO SIN SING & ANOR – Respondent
[Civil Suit No: JA-22NCvC-114-09/2020]
Contractual obligations are established through conduct and documentation even in the absence of a formal agreement, as evidenced by transactions and acknowledgments of debt.
Headnote:(A) Contract Law - Existence of Contract - The court held that a contractual relationship existed between the parties despite the defendant's claims to the contrary, supported by purchase orders, delivery orders, and invoices - Testimony confirmed that Rising Star was the main sub-contractor, refuting the defendant's argument - The plaintiff's request for payment was justified, and the defendant's denial of contract was not substantiated - Evidence showed the defendant was aware of obligations and had made partial payments. (Paras 1, 10, 48, and 52)
(B) Evidential Weight - Court emphasized the credibility of independent witness testimony and the significance of circumstantial evidence in establishing contract obligations. (Paras 17, 20, and 45)
Facts of the case:
The plaintiff sold construction materials to the defendant for a project under a contractual arrangement with a sub-contractor. The defendant, despite acknowledging payments and certain obligations, claimed no direct contract existed.
Findings of Court:
A valid contract was established based on the conduct of the parties and relevant documentation, confirming the defendant's obligation to pay for the Goods supplied.
Issues: Whether a valid contract existed between the plaintiff and the defendant and if the defendant was obligated to pay for the Goods.
Ratio Decidendi: The court concluded that the consistent conduct of the parties and the substantial evidence, including documents and partial payments, established a valid claim for payment against the defendant.
Result: Plaintiff's claim allowed with costs awarded.
| Table of Content |
|---|
| 1. claim for goods sold and delivered (Para 1 , 2 , 4 , 5 , 6 , 7 , 8 , 9 , 10) |
| 2. validity of contract between parties (Para 11 , 12 , 13) |
| 3. credibility of witness testimonies (Para 20 , 21 , 22) |
| 4. intent of contractual agreements (Para 24 , 25 , 27 , 28) |
| 5. evidence of contractual relationship (Para 36 , 38 , 46 , 47) |
| 6. court's final decision (Para 52) |
A. Introduction
[1] This is a claim for goods sold and delivered.
[2] The plaintiff claimed that it had sold and supplied construction materials ("Goods") to the defendant, but the defendant failed to pay for the Goods. The defendant denied that there was a contract on the supply of the Goods.
[3] After a full trial, I allowed the plaintiff's claim. The reasons for my decision are set out below.
B. Background Facts
[4] The Goods were supplied for a project known as Program Penggantian Paip Lama bagi Tahun 2017 di Negeri Johor bagi Daerah Mersing, Kluang dan Kota Tinggi ("Project"). Pengurusan Aset Air Berhad ("PAAB") was the employer for the Project, and PAAB appointed Powering Sdn Bhd ("Powering") as the main contractor for the Project.
[5] It is the plaintiff's case that Powering appointed Rising Star Industry Sdn Bhd ("Rising Star") as the main sub-contractor for the Project. The plaintiff claimed Rising Star approached the plaintiff to provide pipe laying works for the Project ("Works"). However, as the plaintiff could only supply the Goods and did not have the expertise to carry out the Works, the plaintiff approached Ramli Burhanuddin ("DW2"), a piping contractor. DW2 recommended the defendant who is his son, to provide the Works.
[6] The plaintiff claimed the defendant agreed to provide the Works, but required the plaintiffs assistance to supply the Goods, as he did not have adequate funds to purchase the Goods. As such, the plaintiff agreed to supply the Goods, on the condition that Rising Star would make direct payments to the plaintiff for the Works. This condition was imposed to ensure that the payments for the Goods supplied to the defendant were secured.
[7] It is the plaintiff's case that pursuant to this arrangement, the plaintiff:
a. supplied the Goods to the defendant and the defendant carried out the Works; and
b. received payments from Rising Star, and the payments were disbursed to the defendant, after deducting the price of the Goods.
[8] However, the plaintiff claimed that after three payments, no further payments were made by Rising Star. The plaintiff then discovered that the defendant had been receiving payments directly from Powering, without going through Rising Star or the plaintiff.
[9] As such, the plaintiff filed this suit to recover the amount outstanding for the Goods that it had sold and supplied to the defendant.
[10] The defendant's defence is that there was no contract between the plaintiff and the defendant on the sale and supply of the Goods.
C. Considerations
Issues
[11] The main issue before this court is whether there is a valid contract between the plaintiff and the defendant for the sale and supply of the Goods, and if so whether the defendant is obligated to pay for the Goods supplied under the contract.
[12] In assessing this issue, it is essential to consider the roles of the parties in the Project. The parties' respective contentions are as follows:
a. The plaintiff contended that Rising Star is the main sub-contractor for the Project, and that Rising Star appointed the defendant for the Works. Thus, the plaintiff is merely a supplier of the Goods pursuant to a contractual arrangement between the plaintiff and the defendant. In this regard, the defendant is obligated to pay for the Goods supplied by the plaintiff.
b. The defendant's case, on the other hand, is that the plaintiff is the main sub-contractor for the Project, appointed by Powering. The plaintiff in turn appointed the defendant as its sub-contractor. As such, the defendant claimed he is not obligated to pay for the Goods, as he is a sub-contractor only r
