JUDGMENT

Azizul Azmi Adnan JCA:

Introduction

[1] The appellant in this case, KPerak Implementation and Coordination Corporation ("KPerak") was sued at the High Court by the respondent, Simfoni Maya Sdn Bhd ("Simfoni Maya"). Simfoni Maya alleged that KPerak had breached the terms of a contract called the Indoor Digital Media Solution Agreement. After a full trial of the action, the High Court allowed Simfoni Maya's claims, and ordered (among others) KPerak to pay RM14.5 million as damages.

[2] After hearing submissions on 12 December 2023 and 28 May 2024, this Court unanimously allowed KPerak's appeal on 5 June 2024. The reasons for our decision are recorded here. Since the date of the decision, our learned brother Kamaludin Md Said JCA has retired, and hence these grounds of judgment have been prepared pursuant to the provisions of s 42(1) of the Courts of Judicature Act 1964.

Material Background Facts

[3] KPerak is a company owned by the state of Perak. It entered into the Indoor Digital Media Solution Agreement with Simfoni Maya on 28 September 2009. This agreement was intended to provide KPerak access to network infrastructure by which it could disseminate media content. The Ind