Content
1 [59] The written terms of the introducer agreement do not contain any clause on influence peddling. Clause 13 as well as ss 91 and 92 of the Evidence Act would exclude any reliance on any purported representation on the part of the appellant citing the decision of this court in Tindok Besar Estate Sdn Bhd v Tinjar Co [1979] 2 MLJ 229 in support. I have carefully perused and analysed the introducer agreement. Bearing in mind that it is a written agreement the rule of interpretation of it, is well settled. Once a contract is reduced to writing it must be read within its four corners without more. Also ss 91 and 92 of the Evidence Act would exclude any reliance on any purported representation on the part of the appellant. This court had in Tindok Besar Estate Sdn Bhd v Tinjar Co held that when the terms of an agreement is reduced to writing, s 92 specifically excludes evidence to contradict, vary or add to the written agreement except in situations provided in the provisos to that section. The legal position is trite in this area of the law (see Donald James Rae & Anor v Bruno Sorrentino and another appeal [2015] 2 MLJ 218; [2014] 1 LNS 1102 and Nortel Networks (Asia) Ltd (formerly known as Northern Telecom (Asia) Ltd) & Ors v Sapura Holdings Sdn Bhd & Ors [2012] 6 MLJ 491; [2012] 8 CLJ 296). [60] It is also significant to note that the introducer agreement also contains an Entire agreement clause which estopped the respondent from relying on any purported representation by the appellant, outside the scope of the agreement. The entire agreement clause in cl 13 states clearly that: This Agreement contains the full and complete understanding between the Parties and supersedes all prior arrangement, agreement and understanding, whether written or oral appertaining to the subject matter of this agreement and may not be varied by an instrument signed by all parties. [61] This court in Berjaya Times Square Sdn Bhd v Twingems Sdn Bhd & Anor and another action [2012] 9 MLJ 510 had dealt with the entire agreement clause in a tenancy agreement, to hold that such clause binds the defendant in that case and thereby was prevented to raise the defence of misrepresentation. The Court of Appeal had also dealt with this clause in Bank Perusahaan Kecil & Sederhana Malaysia Bhd v Iskandar Zulkarnain Zainal Abidin [2013] MLJU 1648; [2013] 1 LNS 308 and had denied a defence of misrepresentation on the basis of the Entire agreement clause (see also Harin Corp Sdn Bhd v Rimbun Tekad Premix (Terengganu) Sdn Bhd [2016] 3 MLJ 782). [62] In my view and having regards to decided authorities, the alleged representation by the respondent therefore cannot form part of the introducer agreement. With cl 13 in place we are in no position to read into the introducer agreement any other obligations than what is written in cl 4. The implication of the entire agreement clause means that no extraneous evidence may be considered to obligations as set out under cl 4. Conclusion