Yusrin Faidz Yusoff JC:

Introduction

[1] In Lewis Carroll's Through the Looking-Glass, Humpty Dumpty declares to Alice, "When I use a word... it means just what I choose it to mean -- neither more nor less." This case evokes that same spirit of linguistic arbitrariness. The Plaintiff Bank, in its construction of a narrowly-worded Letter of Undertaking has adopted a Humpty Dumpty-like approach to interpretation, insisting that the document means whatever the Bank chooses it to mean in pursuit of its claim, irrespective of commercial context or the inherent limitations of the text. The Court 's duty however, is not to indulge in such whimsy but to ascertain the objective intention of the parties at the time of contracting, giving the words their ordinary meaning within the four corners of the agreement and the factual matrix that surrounded it.

Background Facts

[2] The factual matrix, which is largely undisputed, reveals the following narrative. The Plaintiff extended a RM33,000,000.00 Facility to its customer, Reka Indah Development (Penang) Sdn Bhd ("Reka Indah") via a Letter of Offer dated 2 July 2018, structured upon the Shariah principle of Commodity Murabahah. The security package for the Facility included, inter alia, a third-party charge over properties provided by the Defendant and a Joint and Several Guarantee and Indemnity executed by four directors and shareholders of Reka Indah.

[3] Critically, as an Additional Condition Precedent stipulated in the Letter of Offer, the Plaintiff required the submission of a Letter of Undertaking ("LOU") from both Reka Indah and the Defendant. The Defendant's LOU, which is the fulcrum of this dispute, contained a succinct undertaking to cover any deficit or shortfall on any instalment due by Reka Indah and to ensure payments were made according to the payment schedule. It further stated that this undertaking was irrevocable unless released in writing by the Plaintiff Bank or upon full settlement of all amounts outstanding under the Facility.

[4] The sequence of events leading to this litigation commenced when Reka Indah defaulted on its repayment obligations. This prompted the Plaintiff to issue a Notice of Demand for Arrears cum Termination of Facility dated 7 January 2020 to Reka Indah and its guarantors, which culminated in the automatic termination and recall of the Facility on 15 January 2020. The Plaintiff subsequently obtained summary judgment against Reka Indah and its guarantors in Kuala Lumpur High Court Suit No. WA-22M-141-02/2020 [Bank Kerjasama Rakyat Malaysia Berhad v. Reka Indah Development (Penang) Sdn Bhd & Ors (Encl 18)].

[5] Subsequently, the Plaintiff issued a Notice of Demand to the Defendant on 5 July 2021, claiming the sum of RM17,818,786.66. This figure is characterised as "instalment arrears" but notably represents the total of the unpaid monthly instalments for the Facility's entire 24-month term, calculated using a specific profit rate, despite the Facility having been terminated approximately halfway through its tenure.

[6] The Defendant's refusal to satisfy this demand led to the initiation of this suit, which proceeded to a full trial over several days in July and August 2024.

[7] Following the conclusion of the trial, the proceedings in this matter were temporarily halted as the Defendant was wound up on 14 January 2025 pursuant to a Winding-Up Order issued by the Penang High Court (Winding-Up Petition No. PA-28NCC-144-10/2024).

[8] The Plaintiff subsequently obtained the necessary leave to proceed against the Defendant (in liquidation) on 4 August 2025, at which point the Defendant was represented by solicitors appointed by the liquidator. For the purposes of this judgment, the liquidator has confirmed reliance upon the written submissions already filed by the Defendant's previous solicitors.

[9] On 25 September 2025, this Court dismissed the Plaintiff's claim with costs of RM30,000.00. Being dissatisfied with this decision, the Plaintiff filed a N