Avinder Singh Gill Ranjit Singh JC:

Decision on Counter Claim

[1]This is the Court’s decision after trial of the Counterclaim.

[2]The Main Suit was struck out on 22 January 2024 upon an application by the Defendant pursuant to Order 14A

[3]Hence, the trial only proceeded on the Counterclaim. At the trial of the Counterclaim, the Parties’ roles were reversed, with the Parties referred to as Plaintiff and Defendants.

[4]In this judgment, when the terms “Plaintiff’ and “Defendant” are used, this is a reference to the parties in the Counterclaim as identified in the Pleadings.

[5]The Plaintiff in the Counterclaim is MFORCE Bike Holdings Sdn Bhd, [‘MForce’], whereas the Defendants in the Counterclaim are Mohd Abdul Wahab bin Said and Flight Dynamic Resources Sdn Bhd.

[6]Both parties called one witness each. The Plaintiff called one Asri bin Ahmad [“Asri”], whereas the Defendants called Mohd Abdul Wahab bin Said [‘Wahab’], the First Defendant.

[7]The trial took place over two days on 21 August 2025 and 15 October 2025.

[8]The Cause Papers referred to at the trial were as follows:

(a)The Agreed Facts marked ‘F’

(b)The Agreed Issues to be tried marked “I”,

(c)The Joint Chronology marked ‘K’

(d)Pleadings marked ‘P’

(e)Common Bundle of Documents marked ‘B1’

(f)Plaintiff’s Additional Bundle of Documents marked ‘B2’

[9]The Plaintiff appointed the First Defendant as an exclusive distributor for WMOTO SX2 ATM Version Motorcycle Spare Parts on 6 June 2022 for a period of 5 years. The Defendants successfully secured tenders with Angkatan Tentera Malaysia (ATM) in June 2022. On 23 February 2023, the Plaintiff alleges that the Defendants breached the agreement by appointing V&W Ventures Sdn Bhd to participate in a bid worth RM454,818.00 without consent, leading to the Defendant’s immediate termination.

[10]The Plaintiff submitted that the Letter of Appointment was made expressly on the condition that the Defendants were to personally act in all dealings relating to the supply of WMOTO SX@ ATM Version Spare Parts. The Plaintiff also submitted that the said letter “... further stipulated that the Defendants were strictly prohibited from appointing or delegating any third party to undertake any part of their responsibilities without the Plaintiff’s prior written consent.”

[11]The Plaintiff further submitted that it had discovered that the Defendants had, on 23 February 2023, appointed an unrelated third party, namely, V&W Venture Sdn Bhd. [‘V&W Venture’], to participate in the tender process on behalf of the Defendants but without the Plaintiffs knowledge and/or consent and/or approval. This is the date when the Defendant informed ATM of V&W Ventures’ appointment to participate in the same tender process for ATM without informing the Plaintiff or seeking its written approval, and it is this date that the Plaintiff says the breach occurred.

[12]It is alleged that the foundation of the Plaintiffs case is that the Defendant’s Letter of Appointment explicitly restricted the Defendants from appointing or delegating to any third party, the power to perform their responsibilities without prior written consent from the Plaintiff. The duties under the appointment were alleged to be personal in nature and intended to be carried out solely by the Defendants.

[13]The Plaintiff alleged that as a result of the said breach, which the Plaintiff alleges was due to neglect and/or negligence in appointing a third party, the Defendants violated the terms and condition of appointment, which terms only authorised the Defendants to participate in bids for the supply of spare parts.

[14]To the Plaintiff, this act is characterised as a repudiatory breach because:

(a)The delegation was of a personal contractual obligation.

(b)It was done without authority and in direct contravention of the appointment terms.

(c)It undermined the Plaintiffs control and trust in the contractual relationship.

[15]As a result and due to this ‘unauthorised appointment”, the Plaintiff terminated the Defendants appointme