JUDGMENT

Quay Chew Soon J:

Introduction

[1] This action arose over a letter of offer dated 20 January 2024 ("LO") issued by the defendant ("D") to the plaintiff ("P").

[2] P's claim against D is for the following orders:

"a) that the LO is premature and therefore void;

b) in the alternative, that the LO was unlawfully revoked and terminated;

c) d to pay the sum of RM2,500,000.00 as special damages to p; and

d) D to pay general damages and punitive damages to P."

[3] After a full trial, I dismiss P's claim. Here are the grounds of my judgment.

Background Facts

Parties

[4] P is in the business of providing advisory and consultancy services.

[5] D is a port operator licensed by the Penang Port Commission with the exclusive right to operate and provide facilities and other related services to all port users.

Swettenham Pier Cruise Terminal (SPOT) project

[6] In April 2023, D planned to appoint a developer to lease, build and operate the 'Penang Port Sdn Bhd former headquarters building, godown no 2, 3, 4 & 6, ground transportation area, Penang Yacht Club building, external land and its surrounding area' ("SPCT project").

[7] On 6 April 2023, D invited selected companies to participate in a request for proposal ("RFP") exercise in relation to the SPCT project. On 18 April 2023, D emailed the RFP to P.

[8] The RFP states the following key provisions:

(a) cl 1.9.2 requires that all RFP submissions be delivered no later than 12:00 noon on 12 July 2023.

(b) cl 1.5 provides that all costs associated with the preparation and submission of proposals, including site survey and site visit, shall be borne by the proposer.

(c) cl 1.11.2 states that D is not bound to accept any proposal and is not required to provide reasons for rejecting any submission.

[9] On 23 June 2023, D issued addendum no 1 to extend the submission deadline of the RFP to 12:00 noon on 31 July 2023, and to exclude the ground transportation area from the scope of the SPCT project.

[10] On 31 July 2023, P submitted its proposal ("P proposal"). On 7 August 2023, D informed P that it would evaluate the submitted proposals and notify the successful proposer in due course.

[11] Upon reviewing the proposals, D chose to make an offer to P. On 31 January 2024, D issued the LO to P for the proposed sub-lease ("proposed sub - lease") of the demised land in relation to the SPCT project ("demised land").

[12] The LO includes the following key terms:

(a) P shall appoint a licensed surveyor to measure the actual lease area and to prepare the survey plan. The rental under the proposed sub - lease will be adjusted accordingly based on the actual area measured.

(b) P must make the following payments upon acceptance:

(i) an initial rental payment of RM307,634.20 ("initial rental payment"); and

(ii) a security deposit of RM512,723.60 and a building works and water deposit of RM256,361.80 (collectively "deposits").

(c) The proposed sub-lease shall be subject to the execution of a formal agreement to sub - lease between P and D. The proposed sub-lease is conditional upon D obtaining the following:

(i) written approval from the Penang Port Commission, as the lessor, for the grant of the sub - lease to P;

(ii) approval from the appropriate authorities as required; and

(iii) its internal approval, as a sub-lessor, to enter into the sub - lease agreement, where required.

(d) D reserves the right to forthwith terminate the LO if P commits any delay or default in fulfilling its obligation under the LO.

(e) The LO supersedes any previous agreements, letters, correspondences (oral or written, expressed or implied) between the parties relating to the matters addressed in the LO and the demised land.

(f) D shall not be liable for any direct, indirect, special or exemplary damages, claims, demands, liabilities or for any loss of profit or revenue arising from or related to the sub - lease.

(g) P shall obtain the prior written approval of D for any change of its shareholder and shareholding structure. Failure to do so entitles D to termina