1. Appeal against decision allowing claim for outstanding payment for supply and installation of roller shutters, and dismissing counterclaim for defects and cancellation costs. (Para 5 , 6 , 7 )
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2026 MarsdenLR 411
HIGH COURT MALAYA JOHOR BAHRU
BUDIMAN LUTFI MOHAMED, JC
WE EXCELLENT ALUMINIUM & GLASS SDN BHD – Appellant
Versus
PROACTIVE SHUTTERS SDN BHD – Respondent
[Civil Appeal No: JA-12BNCC-16-10/2025]
Petitioner Advocates:Lee Bao Ting ,Respondent Advocate: Wong You Fong
In commercial claims, a debt can be proved through unchallenged invoices and statements of account, and a consistent late payment interest term in such documents may become binding through a course of dealing and estoppel.
Headnote:(A) Evidence Act, 1950 - Sections 101, 102, 103 - Legal burden of proof - Party asserting a fact must prove it, and the burden remains on that party throughout the proceedings. (Paras 30, 53)
(B) Contract - Formation - Course of dealing - A contractual matrix may be found in a collection of quotations, invoices, delivery orders, statements of account, and the conduct of the parties, not exclusively in a single signed document. Silence and acceptance of repeated accounts and invoices without timely objection may create an estoppel preventing the party from later disputing the account or terms. (Paras 11, 69-72, 81)
(C) Contract - Interest - Late payment interest - A consistent late payment interest term appearing in quotations, invoices, and statements of account accepted over a course of dealings without objection can become a binding term of the contract. The term must be assessed within the whole contractual matrix and course of dealing. An unusually high rate is not per se unenforceable unless pleaded and proved as unconscionable, penal, or illegal. (Paras 90-105)
(D) Appeal - Scope - An appellate court should not interfere with a trial judge's findings on primary facts unless the findings are plainly wrong, contradicted by the evidence, or the result of an error of law. The court sitting in appeal is not to substitute its view for that of the lower court simply because another view is possible. (Paras 46-49, 129) (E) Counterclaim - Proof - A party advancing a counterclaim bears the legal burden of proving each element, including causation and quantum. Particularisation is not equivalent to proof; evidential links must be established. (Paras 107-108, 112-113)
Facts of the case:
The respondent supplied and installed motorised and manual roller shutters for the appellant. The respondent issued quotations, performed the work, and sent invoices and statements of account containing a term for late payment interest at 3% per month. The appellant did not pay the full amount. The appellant denied the balance, argued that the works were governed by work orders with retention provisions, and counterclaimed for rectification costs and losses from cancelled projects. The Sessions Court found for the respondent on the main claim and dismissed the counterclaim. The appellant appealed.
Findings of Court:
The High Court found the trial judge's decision was supported by the evidence. The respondent proved its claim through a chain of contemporaneous documents (quotations, invoices, statements), the appellant's admission that over RM100,000.00 was owed, the appellant's inability to link payments to specific invoices, and the absence of timely objections. The work orders were not shown to govern the specific invoices sued upon, and the appellant failed to identify any particular retention sum. The 3% interest term was accepted through a consistent course of dealing without objection. The counterclaim failed for lack of proof of causation and deficient evidential support.
Issues: The main issues were whether the respondent proved the principal debt and the late payment interest term, whether the work orders and retention provisions governed the claim, and whether the appellant proved its counterclaim.
Ratio Decidendi: A commercial debt can be proved by a combination of consistent, unchallenged invoices, statements of account, and evidence of performance, especially when the debtor admits a substantial sum is owing and cannot provide a coherent reconciliation. A late payment interest term appearing repeatedly in transactional documents received without objection over a course of dealings becomes part of the contract and is enforceable, absent proof of the term being unconscionable, penal, or illegal. Result : Appeal dismissed. The Sessions Court's decision is affirmed with costs of RM5,000.00 to the respondent.
Legal Category Hierarchy
- civil procedure
-
contract law
- formation of contract
- terms of contract
- breach of contract
- remedies
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evidence
- burden of proof
- documentary evidence
- admissions
- estoppel
Table of Contents
2. Appellant argued failure to prove debt, work orders governed, interest unenforceable; respondent argued factual findings should stand. (Para 27 , 36 )
3. Appeal dismissed and decision of Sessions Court affirmed. (Para 131 , 132 )
4. What is required to prove a commercial debt in a goods sold and delivered claim?
The claimant must prove the fact and amount of loss through reliable evidence; here, invoices, quotations, statements, and admissions sufficed. (Para 52 , 53 , 54 , 55 , 56 , 57 , 58 , 59 , 60 , 61 , 62 , 63 , 64 , 65 , 66 )
5. Can an account stated or estoppel by silence substitute for proof of underlying debt?
No, but prolonged non-query of an account may create an estoppel against later disputing it, provided the underlying transaction is proved. (Para 67 , 68 , 69 , 70 , 71 , 72 , 73 )
6. How should a court determine the governing contractual terms when parties have a course of dealing involving both work orders and invoices?
The court must examine whether the particular documents relied upon govern the specific transactions; here work orders were not connected, so retention defence failed. (Para 74 , 75 , 76 , 77 , 78 , 79 , 80 , 81 , 82 , 83 , 84 , 85 , 86 , 87 , 88 , 89 )
7. Is a unilateral interest term in invoices enforceable if not objected to?
Yes, if the term appeared consistently in quotations and invoices forming the parties' recurring transactions and was accepted through conduct without objection, it becomes part of the contractual matrix. (Para 90 , 91 , 92 , 93 , 94 , 95 , 96 , 97 , 98 , 99 , 100 , 101 , 102 , 103 , 104 , 105 , 106 )
8. What must a claimant prove to succeed on a counterclaim for rectification and replacement costs?
The claimant must prove defects attributable to the defendant, causation, notice, and quantum; failure to link repairs or prove replacement costs results in dismissal. (Para 107 , 108 , 109 , 110 , 111 , 112 , 113 , 114 , 115 , 116 , 117 , 118 )
JUDGMENT
Introduction
[1] This is the appellant's appeal against the whole of the decision of the learned Sessions Court Judge delivered on 10 October 2025 in Civil Suit No: JA-A52NCC-383-11/2022.
[2] The learned Sessions Court Judge allowed the respondent's claim for RM181,007.37, comprising the principal outstanding sum of RM130,961.33 and late payment interest of RM50,046.04 calculated at the rate of 3% per month. The appellant's counterclaim for RM5,100.00 and RM88,907.73 was dismissed.
[3] On 12 May 2026, after considering the Record of Appeal, the Supplementary Record of Appeal, the written and reply submissions, the executive and skeleton submissions, the authorities cited and the oral submissions of learned counsel, this Court dismissed the appeal and ordered costs of RM5,000.00 to the respondent, subject to allocatur.
[4] These are the full grounds for that decision.
Background
[5] The respondent is engaged in the supply and installation of motorised and manual roller shutters. The appellant appointed the respondent to supply and install roller shutters at several projects undertaken by the appellant.
[6] The respondent's case was that it issued quotations, carried out the requested works, and thereafter issued invoices and statements of account to the appellant. The invoices contained terms requiring payment by the due date and reserving a right to impose late payment charges at 3% per month, calculated daily, where an invoice remained unpaid for more than 30 days.
[7] It was not seriously disputed that the quotations, invoices and statements of account were transmitted to and received by the appellant. The dispute centred on whether the respondent had proved the balance claimed, whether the contractual relationship was instead governed by work orders containing retention provisions, whether the claim was premature, whether the 3% monthly interest term was binding, and whether the appellant had proved its counterclaim.
[8] The appellant maintained that it had paid RM155,663.00, that the respondent failed to issue proper receipts, that some progressive claims were repeated or inconsistent, and that there were multiple versions of invoice No 2021_INV0213. The appellant further contended that the works were governed by work orders containing terms on progress claims, retention sums, certificates of making good defects and defects liability periods.
[9] The appellant's counterclaim comprised two limbs. The first was RM5,100.00 allegedly incurred in engaging a third party to rectify defects in the respondent's works. The second was RM88,907.73, said to represent the additional costs incurred after the respondent cancelled six projects and the appellant appointed replacement contractors at higher prices.
The Decision Of The Sessions Court
[10] The learned Sessions Court Judge found that the quotations, invoices and statements of account constituted the documentary matrix governing the relevant transactions.
[11] Reliance was placed upon Caltex Oil Malaysia Ltd v. Classic Best Sdn Bhd & Ors [2006] 5 MLRH 16; [2007] 4 MLJ 772, where the High Court considered that, in a goods sold and delivered claim, statements of account, invoices, delivery orders and debit notes may collectively constitute a contract reduced into writing.
[12] The learned judge also referred to Pernas Trading Sdn Bhd v. Persatuan Peladang Bakti Melaka [1979] 1 MLRA 333; [1979] 2 MLJ 124, Emperee Industries Sdn Bhd v. Genagco Sdn Bhd [1986] 1 MLRH 521; [1987] CLJ (Rep) 591 and Sykt Tan Thian Siong Sdn Bhd v. Sykt Siaw Teck Hwa Realty & Development Sdn Bhd [1982] 1 MLRH 431; [1983] CLJ (Rep) 878 concerning the contractual and evidential effect of invoices, delivery documents and accounts which were received without timely objection.
[13] The learned judge found that the respondent had supplied and installed the roller shutters described in its documents. The appellant did not identify any invoice which it had not received, nor did it produce a conte
