JUDGMENT

Badariah Sahamid JCA:

Introduction

[1] This is an appeal against the decision of the learned High Court Judge on 8 April 2016, who after full trial dismissed the plaintiff's claim against the defendant with costs. The plaintiff's claim is premised on an Introducer Agreement between the plaintiff and the defendant dated 19 November 2006.

[2] For convenience, parties will be referred to as they were in proceedings before the High Court, namely the appellant as the plaintiff and the respondent as the defendant.

Background Facts

[3] The Government of Malaysia identified a project to be designed and completed, known as, "Cadangan Pembangunan Bangunan Tambahan Bagi Ibu Pejabat Polis Kontinjen, Kuala Lumpur(IPP-KL) serta Komponennya diatas Lot PT 112, Seksyen 56, Mukim Bandar Kuala Lumpur" ("the Project").

[4] Pembinaan BLT Sdn Bhd was identified to implement the Project on behalf of the Government of Malaysia. Mitsa Holdings Sdn Bhd was appointed as the main contractor with Generasi Tangkas Sdn Bhd ("Generasi Tangkas") as the initial main sub-contractor.

[5] Generasi Tangkas was later substituted with CRBC (Malaysia) Holdings Sdn Bhd ("CRBC").

[6] The plaintiff had informed Mr New Chee Peng, (DW2) the Director of the defendant, that he had a close connection with the top management of CRBC and could secure sub-contract works under the Project for the defendant.

[7] Upon the successful award of the sub-contract works to the defendant, the plaintiff would be paid a remuneration of RM4,276,027.10, being the differential amount between the defendant's first quotation and the revised second quotation of the sub-contract works submitted and accepted by CRBC.

The Introducer Agreement

[8] On 19 November 2006, the plaintiff and the defendant had executed an Introducer Agreement ("the Agreement").

[9] The material terms of the Agreement are set out below:

Clause 2: Award of Project to the Sub-Contractor

"The Sub-Contractor is awarded the Project by CRBC (hereinafter called "Contractor").

Clause 3: Obligations of the Sub-Contractor

a. The Sub-Contractor shall submit two quotations with regards to the Project as follows:

i. The first quotation shall be submitted to the Introducer. A copy of the said first quotation shall be submitted to the Introducer and agreed by both Parties for validity and counter-signed by both parties and attached to this Agreement at a later date from the date of this Agreement.

ii. Thereafter, the Introducer shall revise the Project sum in the first quotation and thereafter the quotation as revised by the Introducer shall be submitted by the Sub-Contractor to the Contractor for the Contractor's approval. (hereinafter called "the second quotation") A copy of the second quotation shall be submitted to the Introducer and agreed by both Parties for validity and counter-signed by both parties and attached to this Agreement at a later date from the date of this Agreement.

b. The Sub-Contractor shall pay to the Introducer the consideration as stipulated in cl 4 of this Agreement in accordance with the agreed payment terms as defined in cl 5 of this Agreement.

Clause 4: Obligations of the Introducer

a. Advise, negotiate and facilitate with information to the Sub-Contractor with regards to the revision of the first quotation as defined in cl 3(a)(i).

b. Compile all relevant documentation required for the Sub-Contractor to submit the second quotation as defined in cl 3(a)(ii) of this Agreement.

c. Assist, liaise and work closely with the Sub-Contractor in matters that leads to obtaining the tender of the Project from the Contractor.

d. Assist in securing the award of the Project to the Sub-Contractor by the Contractor.

Clause 5: Condition

The validity of this Agreement shall be dependent on the award of the Project to the Sub-Contractor by the Contractor.

Clause 6: Consideration

Subject to cl 7 below, in consideration of the Introducer's initiatives, the SubContractor shall pay to the Introducer the sum tha