Armani Media Sdn. Bhd. v Megatech Education Sdn. Bhd. (WA-22NCC-253-06/2022)

MEGATECH EDUCATION SDN. BHD.

SAILANATAN A/L PODIAN

PRASANNA BAI A/P SAILANATAN (NO. K/P: 850604-10-6158) …DEFENDAN-DEFENDAN

The Plaintiff’s claim is for a liquidated sum of RM6,487,200.00 for services rendered under a contract in writing dated 8-1-2021 between the Plaintiff and 1st Defendant (“D1”) (“Contract”). A claim S/N 58Lenh1lWEuueXKihnQZwg for the said sum is also made against the 2nd and 3rd Defendants (“D2” and “D3”), D1’s directors, for alleged misrepresentations. Background facts

The Plaintiff is a company carrying on business in publishing, printing, media including events and awards, multimedia and information technology and general trading. According to its director, Chua Kee Kian (“PW6”), the Plaintiff is involved in other businesses as well, though no evidence was adduced other than its SSM search describing the nature of its business as stated.

D1 operates a Technical Vocational and Training (TVET) college called College Megatech. D1 also has a corporate training division. According to D2 and D3, who are father and daughter, D2 runs College Megatech, while D3 runs the corporate training division. D2 and D3 testified at the trial as DW-1 and DW-4, respectively.

In 2019, the government, through its agencies, initiated an employee recruitment incentive and training program (Program Insentif Pengambilan Pekerja dan Program Latihan). The program is referred to as the Penjana Kerjaya Program. It was implemented in phases with Penjana Kerjaya 1.0 ending on 20-12-2020.

Under Penjana Kerjaya 2.0, employers were financially incentivized to recruit employees through their own efforts and reskill them under the Penjana Kerjaya 2.0 Reskilling Program. Hiring incentives of RM800 per month for up to 6 months were payable to employers for every eligible new hire after 21-12-2020.

D1 was an approved trainer under both Penjana Kerjaya 1.0 and Penjana Kerjaya 2.0. According to D3 in her unchallenged evidence, once an employer’s application under Penjana Kerjaya 2.0 is approved by PERKESO, their employees may be enrolled in training programs run by a list of approved trainers including D1.

D3 was acquainted with PW6 and there is no dispute that the Plaintiff and D1 entered into the Contract in relation to the provision of services by the Plaintiff to D1. The copy of the Contract (as well as the invoices and many other documents produced in the trial bundles) was barely legible. Large sections of the Contract were also redacted and no schedules were attached.

In any case, the parties agree that the Contract is valid and binding and contains the following terms: a) The scope of services contemplated by the Contract is set out in clause 2 as follows: “The Customer hereby engages the Contractor to provide manpower to support the training with the Customer and co-ordinate with the Contractor’s network of recruitment companies, employment agencies, head hunters and job placement agencies in order to help its trainees secure employment and job placements under the Penjana Kerjaya Programme S/N 58Lenh1lWEuueXKihnQZwg (hereinafter collectively referred to as the “Services”)….” b) Consideration for the Services is RM1,500.00 per person.

Based on the above, the primary issue in this case is whether the Plaintiff’s involvement in Penjana Kerjaya 2.0 included the performance of the Services as defined in the Contract for which the Plaintiff issued the following invoices to D1: Date Invoice No. Amount (RM) 21-1-2021 20210101 16,900.00 27-4-2021 20210413 49,400.00 16-11-2021 20211102 4,995,780.00 16-11-2021 20211103 1,491,420.00 Sub-total 6,553,500.00 (Less sums paid) (66,300.00) Total 6,487,200.00 Analysis and findings Contractual scope of services

This Court interprets the contractual payment of RM1,500.00 per person as being payable only for the Services as defined. On an objective construction of the Contract, the parties must have intended that payment would only become due upon the completion of the scope of work in respect of each trainee for whom S/N 58Lenh1lWEuueXKihnQZwg payment is claimed, namely upon that trainee being placed in employment.

The Services constituted a single, indivisible contractual obligation and not a series of severable tasks separately giving rise to payment entitlements. There is no breakdown of payments associated with training support and for job placement efforts. They are distinct services with no obvious apportionment of dues for their performance.

Having so found, this Court notes that the Plaintiff did not plead any variation of the Contract nor any claim for payment based on quantum meruit because only part of the Services were rendered. The Plaintiff is therefore bound by its pleading and must demonstrate its performance of the Services as defined in the Contract.

This Court notes that there was no challenge by the Plaintiff to D3’s evidence, based on the fact documented in FAQs issued by PERKESO, that the training and incentives under Penjana Kerjaya 2.0 are only available to employees who are already in employment with employers applying for those incentives.

As a matter of pure interpretation therefore, the Services did not match the reality of Penjana Kerjaya 2.0 as there was no need to “help its trainees secure employment and job placements.” As such, no entitlement to RM1,500.00 per person placed in employment could have arisen to be claimed. S/N 58Lenh1lWEuueXKihnQZwg Proof of services rendered

The Plaintiff claims to have provided “co-ordination services of 938 pax of trainees to the Defendants for the Programme 1.0 version and 3142 pax for the Programme 2.0 version.” It was unclear what this meant since Penjana Kerjaya 1.0 had ended on 20-12-2020, Penjana Kerjaya 2.0 was underway throughout 2021 and the invoices were issued on 16-11-2021.

Even if this Court is wrong about the non-severability of the Services and that the Plaintiff’s services are still payable at the full consideration of RM1,500.00 per person under the Contract although employment placement services were not rendered to trainees, the Plaintiff produced not an iota of documentary evidence to prove that it had provided manpower to support the training with the Customer.

Instead, the Plaintiff offered the oral testimony of the following witnesses:

Lee Lay Kian (“PW1”), the Plaintiff’s accountant and general administrator;

Lim Boon See (“PW2”), the Human Resource Manager of

Chan Men Hoer (“PW3”), the Founder of Wealthtree Capital

Choo Chin Mun (“PW4”), the Administrative & Account executive of Food Empire Venture Sdn Bhd; and

PW6 S/N 58Lenh1lWEuueXKihnQZwg [Dharushini Bai a/p Sailanathan (“PW5”) was the subpoenaed former general counsel of D1 who responded to legal demands from the Plaintiff and terminated the Contract after finding no evidence of any Services rendered. PW5 provided no evidence to assist the Plaintiff’s case].

This Court has reviewed the witness statements and transcripts of the testimonies of PW2, PW3 and PW4 and finds that they too provided no evidence to assist the Plaintiff’s case. They were referred to D1’s training programs by the Plaintiff as employers of new hires keen to capitalise on the Penjana Kerjaya 2.0 hiring incentives offered by the government. Apparently, PW4 had enrolled 695 newly hired employees.

In any case, the value of their evidence was cast in doubt as they clearly had no personal knowledge of or any basis for asserting that D1 refused to pay the Plaintiff for services rendered. None of them attended the trainings conducted online by D1 via the “Lark” application, and did not know what services were required to be performed or were in fact performed by the Plaintiff under the Contract. PW2 believed that the Plaintiff conducted the trainings, which was admittedly not the case.

PW2 also admitted that her boss is close to PW6 and that she is a biased witness. She candidly acknowledged that PW6 referred her boss to D1, but it was an employee (Shikin) and agent (Erica) of D1 who introduced the Penjana Kerjaya 2.0 program to her. “Erica” referred to Ng Ping Ping (“DW3”) who had been appointed by D1 S/N 58Lenh1lWEuueXKihnQZwg as an independent contractor to market D1’s training programs and who had also worked with D1 on Penjana Kerjaya 1.0.

The distinct impression that PW2, PW3 and PW4 gave this Court from their evidence, is that PW6 was known to them (or their bosses) personally and that they were doing PW6 a favour. This impression was reinforced by the similarity of their evidence, the manner in which they responded during cross-examination, which revealed a conspicuous lack of familiarity with, and understanding of, the contents of their own witness statements. This, in turn, casts serious doubt on whether the evidence contained in those witness statements was truly their own.

In other words, the Plaintiff made a wholly inadequate attempt to discharge its burden of proving with cogent evidence that it performed the Services, either fully or to any meaningful extent. In fact, the Plaintiff failed to demonstrate that Services were rendered to D1 on any other construction of the Contract beyond the referral of contacts to D1, which was not disputed. Part payments made

The Plaintiff relied heavily on D1’s payment of RM66,300.00 as an admission that Services were rendered. However, these were the facts surrounding those payments that were established at trial: a) The Plaintiff was paid before it issued the invoices and before the Contract was prepared; S/N 58Lenh1lWEuueXKihnQZwg b) The initial description on the invoices were “Referral fees” and “Telemarketing and secure marketing services”; c) Marketing was not part of the contemplated Services under the Contract; and d) D1 was billed at the rate of RM1,300.00 per person, and not the contractual rate of RM1,500.00.

For the above reasons, the Court is more persuaded by the testimony of D3, that the so-called “part payment” of RM66,300.00 was an ad hoc goodwill payment for the Plaintiff’s services in, inter alia, providing referrals in D1’s existing marketing efforts, and not pursuant to the Contract. Justification for the quantum

The justification for the Plaintiff’s billing of RM6,487,200.00 via the 2 invoices on 16-11-2021 was explained by PW1 and PW6 as based on information contained in a “sales tracker.” In this regard, neither D3 nor DW3 denied that a “sales tracker” existed and were extended from time to time to the Plaintiff. However, there appears to be a misunderstanding between the parties on the purpose of this document.

Under cross examination, it was ascertained that PW1 had no personal knowledge of matters relevant to this suit and was unable to answer many questions such as the nature of the Plaintiff’s business and how documents referred to in her witness statement correlated to her answers. Crucially, PW1 also initially misidentified the “tracker.”

PW1’s inability to answer questions about the allegations in her witness statement about representations made by the Defendants invited the following comment from the trial Judge: And the following concession from the PW1:

PW1 testified in her witness statement that “The one and only purpose for the Plaintiff to obtain the tracker sheet was just to confirm the number of the employer and employees that finished the Programme and have been coordinated by the Plaintiff with the Defendants to prevent any omission or inaccuracy in billing.”

PW1’s evidence was contradicted by the fact that as shown in a copy adduced in the trial bundle, the “sales tracker” is a listing of the following information: Company Name No. of pax submitted No of training approved and the last column was blank.

PW6 testified that the parties had agreed that it would issue invoices based upon the “tracker sheet” and that “Upon the provision of the services, the Defendants would send a tracker sheet which proved the number of trainees that has used the services provided by the Plaintiff in regards to the programme.”

It is unclear what services were used by the trainees in the context of the Plaintiff’s role in performing the Services. PW2’s evidence that her company had sent one employee for training was also contradicted by the No. of pax submitted against Smart Academy Sdn Bhd as “2”. PW2 confirmed that the number on the sales tracker was wrong.

Considering the above, the Court is also more persuaded by the testimony of D3 and DW3, DW3 being the marketing contractor actually appointed by D1. DW3 was the maker of the sales tracker in question who collated all the information in the sales tracker for all contacts and referrals. DW3 was also the party who formally carried out the marketing effort to secure trainees for D1’s training programs, as corroborated by PW2 and contemporaneous documents such as the marketing materials and sales tracker.

Accordingly, this Court finds that the “sales tracker” that the Plaintiff premised the calculation of what it is allegedly owed, was not a list of employers with employees registered in D1’s training programs at all, but a list of all prospects from all sources. It was not reflective of sales that were ‘closed’ by the enrolment of the prospective number of employees into D1’s training programs. So understood, this Court is also unable to find any cogent evidence of the correlation between the sums claimed and the Plaintiff’s role providing training support.

This Court finds that the claim of pre-contractual misrepresentation against D2 and D3 in their personal capacity is also misconceived as none of the elements of the cause of action were properly pleaded and particularised, and also inconsistent with the primary claim to enforce the terms of the Contract against D1.

As a concurrent cause of action, the Plaintiff appears to have pleaded the alleged non-payment of contractual consideration as proof of the falsity of the Defendants’ representations made in the Contract. The pleading is an apparent attempt to impose personal liability for D1’s contractual breach on the directors of D1.

Having reviewed the oral and documentary evidence from the trial records, heard the evidence of PW6 and witnesses in the Defence case and considered all written submissions filed, this Court is not S/N 58Lenh1lWEuueXKihnQZwg satisfied that the Plaintiff has proved its case on a balance of probabilities. The conduct of the trial left much to be desired. It was unnecessarily prolonged by irrelevant witnesses, uncorroborated evidence, disoriented witnesses and unhelpful peripheral issues.

Based on these grounds, the Plaintiff’s claim is dismissed with costs of RM100,000.00 subject to allocatur. Bertarikh: 30 Jun 2026 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR Peguam Untuk Plaintif: Joel Kon Tai Hoong (Yee Jia Yen bersamanya)