Contracts must meet criteria for validity; parties bound by actions indicating acceptance of terms.

Nordin Hassan JC:

Introduction

[1] The Plaintiff instituted this suit against the Defendants inter alia to enforce a brokerage contract entered by the Plaintiff and the First Defendant and for recovery of the payments owed by the Defendants under the said contract.

[2] The Plaintiff is an individual who resides at No: C-19-10, Block C, 19th Floor,Kelana Mahkota Condominium, Jalan SS7/19, 47301 Kelana Jaya, Petaling Jaya, Selangor and the Chairman of Trillionaire Entertainment Sdn Bhd.

[3] The First Defendant is an individual trading in the name and style of Lean Seh Fishery with its business address at 1553, Jalan Tan Sai Gin, 14000 Bukit Mertajam, Seberang Perai Tengah, Pulau Pinang.

[4] The Second Defendant is a company registered under the Companies Act 1965 with its registered address at 19 (1st Floor), Lintang Selat, Taman Selat, Butterworth, 12000 Pulau Pinang. It was established on the 9 May 2006 as Segi Lambang Sdn Bhd and subsequently on 24 July 2006 it was renamed as LS Fishery Sdn Bhd.

The Background Facts

[5] In this case, based on the evidence adduced by the Plaintiff and the Defendants, there are two conflicting version or different set of facts on main issues which this court need to analysed and thereafter to make a findings.

The Plaintiffs Case

[6] The Plaintiff testified that in early February 2004, Ng Tee Keat (DW 7) the son of the First Defendant met him and requested him to secure a contract to supply seafood to TESCO Stores (M) Sdn Bhd for the First Defendant.

[7] In relation to this, Ng Tee Keat has verbally offered the Plaintiff a consultant fee of 5% on the First Defendant's total sale to TESCO if the Plaintiff succeeds in securing the contract with TESCO.

[8] Thereafter, the Plaintiff contacted Miss Partina Chan from TESCO and forwarded few quotations for the supply of seafood by the First Defendant to TESCO. However the said quotations were not accepted by TESCO and also the terms and conditions imposed by TESCO were not acceptable to the First Defendant.

[9] Next, in December 2004 the Plaintiff came to know that TESCO was looking for new seafood suppliers. The Plaintiff then contacted Ng Tee Keat to find out whether the First Defendant was still interested to supply seafood to TESCO which Ng Tee Keat later confirmed that the First Defendant was still very much interested.

[10] The Plaintiff then contacted Lee Van Seng (PW3) who was then the Marketing Manager of TESCO. PW3 then introduced the Plaintiff and Ng Tee Keat to Ng Shek Chan (Simon Ng) (DW5) who was the Manager of the Fresh and Frozen Food Department of TESCO.

[11] After several meetings and discussions, Simon Ng (DW5) requested the Plaintiff to submit the First Defendant's background information in a form known as Vendor's Information Form (VIF) which the Plaintiff did. TheVIF dated 31 January 2005 was then submitted to TESCO.

[12] Thereafter, the Plaintiff requested from Ng Tee Keat a letter of appointment confirming the Plaintiff consultancy fee of 5% of the total sale to TESCO as promised but was told by Ng Tee Keat that he will issue the Letter of Appointment after the trial period to supply seafood to TESCO was over.

[13] Subsequently, the Plaintiff managed to obtain a letter signed by Ng Tee Kiat on behalf of the First Defendant dated 6 February 2005 which inter alia states as follows:

(i) Lean Seh Fishery agree to appoint the Plaintiff as marketing consultant to negotiate with and to promote Lean Seh Fishery to TESCO for the purposes of securing a contract for the supply of fresh, frozen and processed seafood.

(ii) Lean Seh Fishery agree to pay the Plaintiff a fee of 5% of the total invoice value of any and/or all billings ma