JUDGMENT

Eddie Yeo Soon Chye JC:

Issues To Be Tried

[1] The Court shall deal with two main issues for the determination of the claim by the plaintiff against the defendant as follows:

(a) Whether the termination of the Agreement by the defendant is valid based on cl 16.3 of the Agreement?

(b) Whether the plaintiff is entitled to claim the remaining contract value of RM8,629,770.00 as compensation due to the termination by the defendant?

Salient Facts

[2] The Plaintiff and defendant entered into the Supply and Service Level Agreement (for Hardware and Software IT/Computer Products) (Customised Solutions Deliverables) dated 19 March 2019 (B2 p 13). (hereinafter referred to as "the Agreement") The Plaintiff was the supplier, and the defendant was the purchaser.

[3] Meridian Diversified (M) Sdn Bhd is the plaintiff Company engaged in the business of providing information technology and systems solutions and has the necessary experience and expertise to provide banking core IT solutions to financial institutions involving the supply and maintenance of hardware and software systems on an exclusive customized basis. The Plaintiff is the supplier in the Agreement. (refer to s 1.2 & 1.3 of the Agreement)

[4] Export-Import Bank of Malaysia Berhad (EXIM Bank, Defendant) is a company incorporated in Malaysia governed under the Companies Act 2016. The Bank is a financial institution primarily involved in the business of providing cross-border financial products and services. (refer to s 1.1 of the Agreement)

[5] By letter "EXIM Bank's Islamic Banking System - Request To Change Project Timeline" dated 12 September 2019 (B2 p 153) signed by Dato' Shahrul Nazri Abdul Rahim, the defendant's President/Chief Executive Officer to the plaintiff referred to the Agreement, Schedule 2 of the Contract (Supplier's Implementation Plan) as per letter (New Implementation Plan Proposal) dated 24 June 2019 and the brief discussion on 26 July 2019 which highlighted the decision by the EXIM's Board of Directors on IBS project.

[6] In the above letter, EXIM Bank informs that the New Implementation Plan Proposal had been presented to the EXIM Bank's Board of Directors Meeting on 23 July 2019 and EXIM Bank would like to state as follows:

(a) EXIM Bank agreed to combine the implementation plan for both Trade and Non-Trade modules with a Go Live date of 1 April 2020;

(b) To hold the activities for Customisation and Unit Testing and System Walkthrough until further notice by EXIM Bank; and

(c) Apart from item (b), other project activities such as UAT Test Plan & Data Migration Plan will be carried out as per "New Implementation Plan Proposal".

[7] The Defendant further states in the said letter as follows:

(a) The New Implementation Plan may require further discussion on a new proposal for New Implementation Plan and to be agreed by both parties; and

(b) The finalised version of the New Implementation Plan shall be incorporated in the Addendum/Supplementary Agreement to be signed by both parties.

[8] The Defendant's Deputy President Operations Marazizi Bin Omar issued a "Notice for the termination of the Project" of the EXIM Bank's Islamic Banking System dated 2 December 2019 (B2 p 155) referring to s 16.3 of the Supply and Service Level Agreement (for Hardware and Software IT/Computer Products).

[9] Section 16.3 of the Agreement reads as follows:

"Notwithstanding any provision to the contrary foregoing provided, either party hereto may terminate this Agreement by giving the other party ninety (90) days' notice of termination in writing without having to give any reasons such termination to be effective upon expiry of such notice period. Thereafter no party shall have any claims against the other save for any antecedent accrued claims."

[10] The term "Deliverables" is expressly defined in s 2.1 of the Agreement and essentially refers to the equipment and/or software, including related IT design documentation or infrastructure, to be supplied or delivered by Meridian to EXIM Bank from