K.A.D BINA ENTERPRISE SDN BHD v Kerajaan Negeri Terengganu (TA-12BNCvC-5-07/2025)

AMRAN BIN MUDA (NRIC No.: 680219-11-5235)

ISMAIL BIN ALI (NRIC No.: 550810-11-5317) Suing as partners under the name IA MAJU BINA (Business Registration No.: TR0040396-W) … APPELLANTS AND … RESPONDENT (In the matter of the Sessions Court at Kuala Terengganu Civil Suit No. TA-B51NCvC-1-01/2021) Between 22/07/2026 08:38:18

AMRAN BIN MUDA (NRIC No.: 680219-11-5235)

ISMAIL BIN ALI (NRIC No.: 550810-11-5317) Suing as partners under the name IA MAJU BINA (Business Registration No.: TR0040396-W) … Plaintiffs And …Defendant [HEARD TOGETHER WITH] IN THE HIGH COURT OF MALAYA AT KUALA TERENGGANU IN THE STATE OF TERENGGANU DARUL IMAN, MALAYSIA CIVIL APPEAL NO: TA-12BNCvC-5-07/2025 BETWEEN K.A.D. BINA ENTERPRISE SDN BHD … APPELLANT AND …DEFENDANT (In the matter of the Sessions Court at Kuala Terengganu Civil Suit No. TA-B51NCvC-2-01/2021) Between K.A.D BINA ENTERPRISE SDN BHD … Plaintiff And …Defendant GROUNDS OF JUDGMENT

These two appeals (TA-12BNCvC-4-07/2025 and TA-12BNCvC- 5-07/2025) were heard together as they raise identical issues of fact and law. The appeals are against the decision of the Sessions Court in Kuala Terengganu handed down on 30 June 2025, which dismissed the claims of the Plaintiffs (now Appellants) in Sessions Court Civil Suits No. TA-B51NCvC-1-01/2021 and TA-B51NCvC- 2-01/2021 with costs of RM5,000.00 each to the Defendant (now Respondent).

Briefly, the action in the Sessions Court was a claim for special and general damages arising from the allegation that the Respondent, through its representative, had made an oral representation on 17 December 2015 which created a “legitimate expectation” that the Appellants’ waste collection service contracts would be extended for a further 24 months if the Appellants provided a new compactor lorry in the second year of the contract. When the contracts were not extended, the Appellants sued the Respondent. The Sessions Court dismissed the claims. The Appellants are dissatisfied and have filed their respective notices of appeal on 14 July 2026.

It is undisputed that the Respondent, through Majlis Daerah Marang (“MDM”), appointed both Appellants as contractors for the service of collecting, transporting and disposing of waste using compactor lorries in Zone 2 (for IA Maju Bina) and Zone 1 (for KAD Bina Enterprise) of the Marang District. The contracts were dated 22 December 2015 and were effective for three years from 1 January 2016 to 31 December 2018.

On 17 December 2015, a briefing was held at the Darul Iman Convention Hall, attended by representatives of 14 successful contractors. The briefing was delivered by Tuan Haji Mat Azmi bin Arshad (“Mat Azmi”), the Principal Assistant Secretary of MDM. According to the Appellants, during this briefing, Mat Azmi gave a representation that the contract would be extended for another two years (24 months) if the contractor provided a new compactor lorry in the second year of the contract. This is referred to as the “Alleged Representation”.

Relying on this representation, the Appellants purchased a compactor lorry in 2017. When the contract ended on 31 December 2018, the Respondent refused to extend it. Only 12 out of the 14 contractors received extensions. The Appellants did not receive an extension.

The Appellants filed a writ on 28 May 2020 claiming special damages (including outstanding lorry instalments, maintenance, and office expenses) and general damages for loss of profits for the 24-month period (2019-2020). The Respondent defended by denying the representation, asserting that the contract was for three years without automatic extension, and that the provision of the lorry was an existing contractual term, not a condition for extension.

Following a 16-day trial in which witnesses from both sides testified, the Sessions Court dismissed the claims on 30 June

The learned Sessions Court Judge (SCJ) thereafter issued her written Grounds of Judgment on 24 August 2025.

In her Grounds of Judgment, the learned SCJ found that:

the Appellants failed to plead a cause of action for breach of contract or breach of legitimate expectation;

the Appellants failed to prove the existence of the representation as alleged;

the evidence of SD2 (Mat Azmi) was that the extension was merely “considerable” subject to government approval, not automatic;

the Appellants themselves did not fully trust the representation because they still made a written application for extension;

the doctrine of estoppel did not apply because there was no intention to create legal relations;

the doctrine of legitimate expectation does not apply because this is a matter of private law, not public law;

the Appellants failed to prove the quantum of loss with credible evidence (e.g., no receipts, no account books). ISSUES

Based on the Amended Memorandum of Appeal and the written submissions, the key issues arising are:

Whether the learned SCJ erred in finding that the Appellants failed to plead the proper cause of action (whether breach of contract or breach of legitimate expectation).

Whether the learned SCJ erred in finding that the Appellants failed to prove the existence of the representation by the Respondent.

Whether the learned SCJ erred in finding that the Appellants failed to prove genuine reliance and belief in the alleged representation.

Whether the learned SCJ erred in finding that the doctrine of legitimate expectation does not apply in this case.

Whether the learned SCJ erred in finding that the doctrine of estoppel does not apply.

Whether the learned SCJ erred in dismissing the claim for damages. COUNSELS’ SUBMISSIONS Appellants’ Submissions:

The Appellants argue that their cause of action is breach of legitimate expectation, not breach of contract. They refer to the case of Dr Chandra Muzaffar v Universiti Malaya [2002] 5 MLJ 369 (HC), where the High Court recognized that a public body could be bound by a legitimate expectation to renew a contract. The Appellants claim that Mat Azmi’s representation was clear: “the contract will be extended for 24 months if you buy the lorry”.

The Appellants assert that they and the other 12 contractors believed in the representation. Evidence of this belief includes the purchase of the lorry (Exhibits P5, P7), the 48-month loan until 2021 exceeding the contract period (Exhibits P8, P9), and the extension application (Exhibit P10) which was made “to strengthen” the request, not because of disbelief. The Appellants also point out that the other 12 contractors received extensions, and that SD2 himself admitted to saying it (Notes of Evidence, paragraph 28 of Appellants’ Submission).

On quantum, the Appellants argue that their Financial Statements (Exhibits P18A, P18B, P18C) show an average profit of RM57,805.67 per year, and that the Respondent did not challenge this calculation with contradictory evidence.

The Respondent argues that the Appellants failed to plead a cause of action. In the Statement of Claim, the Appellants did not state a breach of contract or “breach of legitimate expectation”. They only mentioned “legitimate expectation” in the Reply to Defence, but that is not a cause of action. Citing Nasri v Mesah [1971] 1 MLJ 32 (FC) and Ong Yew Teik v Kamal Y.P. Tan [2019] 1 LNS 50 (CA), the Respondent maintains that a cause of action must be expressly pleaded.

The Respondent also argues that the representation was not proven. The evidence of Mat Azmi (SD2) during examination-in-chief was that he informed that “pelanjutan kontrak boleh dipertimbangkan jika kontraktor membeli lori kompaktor tetapi tertakluk kepada kelulusan Kerajaan” (Notes of Evidence, pp. 18- 19 of Respondent’s Submission for Appeal TA-12BNCvC-4- 07/2025, Questions 8 & 9). During cross-examination, Mat Azmi denied that he did not mention “tertakluk kepada kelulusan kerajaan” (subject to government approval). This evidence is more consistent with the written contract which only provided for three years and the obligation to provide a lorry in the second year.

The Respondent further argues that the Appellants themselves did not believe the representation. SP1 (Ismail) admitted: “sebab tidak percaya dengan dia, saya buat surat rayuan untuk sambung kontrak dua tahun lagi” (Notes of Evidence, cross-examination 5 July 2023, p. 23 of Respondent’s Submission). SP1 also agreed that he signed the contract on 22 December 2015 because he “tidak percaya” (did not believe) what Mat Azmi had said.

The Respondent asserts that the doctrine of legitimate expectation applies only in public law, not private contract (GPQ Sdn Bhd v Constant View Sdn Bhd [2017] 6 MLJ 728 (CA); Daud Arshad v Felcra Bhd [2019] 9 CLJ 443 (CA)). Here, the dispute is about contract extension – a purely contractual relationship, not a regulatory public administrative decision.

Finally, the Respondent argues that the Appellants failed to prove their loss. There are no receipts for the RM20,000 deposit (IA Maju Bina) or RM107,400 deposit (KAD Bina Enterprise). No receipts for maintenance, office rental, or utilities. The lorry was sold in 2021 and the sale proceeds settled the outstanding loan balance. The profit calculations were based on statements prepared by the Appellants themselves without account books or a qualified accountant (Sony Electronics v Direct Interest [2007] 1 CLJ 611 (CA)).

I have carefully examined the appeal records, the Sessions Court’s grounds of judgment, the notes of evidence, and the written submissions of both parties. This is a re-hearing appeal under Section 29 of the Courts of Judicature Act 1964. Therefore, the High Court has the power to re-evaluate the evidence, but must give due weight to the trial judge’s findings of fact unless there is a clear error.

I agree with the Respondent that the Appellants failed to plead their cause of action clearly. In the Statement of Claim (pp. 18-23 RR(A)), the Appellants merely alleged that the Respondent “refused and/or failed to extend the contract”. There is no clear statement that the Respondent breached a contract (by identifying which term of the contract was breached) or breached a legitimate expectation (by identifying the representation that created the expectation and how it was breached). Paragraph 7(f) of the Reply to Defence (p. 34 RR(A)) mentions “legitimate expectation” for the first time, but as an assertion of the existence of a hope, not as a pleading of breach. I cite the principle in Nasri v Mesah (supra): “A cause of action is the entire set of facts that gives rise to an enforceable claim.” The absence of a clear pleading of breach of contract or breach of legitimate expectation is sufficient to dismiss the claim. Nevertheless, because this issue was fully tried, I will evaluate its merits.

This is the most critical factual issue. The evidence of SP1, SP2, SP4, and SP5 supports the Alleged Representation. However, the evidence of SD2 (Mat Azmi) differs. In examination-in-chief (pp. 17-19 of Respondent’s Submission for Appeal TA-12BNCvC-4- 07/2025), Mat Azmi stated: “Saya ada memaklumkan bahawa pelanjutan kontrak boleh dipertimbangkan jika kontraktor-kontraktor membeli 1 unit lori kompaktor tetapi tertakluk kepada kelulusan Kerajaan.” (I informed that the extension of the contract may be considered if the contractors bought 1 unit of compactor lorry but subject to the approval of the Government.) This is not a promise of automatic extension; it is a statement that the extension is not automatic and is subject to the decision of the State Procurement Committee.

The Appellants' counsel, during cross-examination, put a question to Mat Azmi which did not include the crucial phrase "tertakluk kepada kelulusan kerajaan" (subject to government approval). The question was: “setuju saya katakan bahawa semasa Tuan Haji memberikan ucapan tersebut, Tuan Haji ada memberitahu … bahawa kontrak … akan dilanjutkan selama 24 bulan lagi tertakluk kepada keupayaan kontraktor menyediakan lori kompaktor”. To this question, Mat Azmi answered "Saya setuju" (I agree). However, this answer must be read together with his examination-in-chief evidence, where he consistently maintained that he had mentioned “tertakluk kepada kelulusan kerajaan” ("subject to government approval"). Furthermore, during re-examination, Mat Azmi was asked to clarify his role and he reiterated that he was present only for monitoring purposes, and that any extension required government approval. The learned SCJ, having observed the witnesses and evaluated the totality of the evidence, accepted the Respondent's version that the representation was conditional upon government approval, and not an automatic promise. This finding is consistent with the written contract which provided only for a three-year term without any automatic extension clause.

I find that the learned SCJ did not err in choosing to accept SD2’s evidence as more probable. As stated in Nautilus Tug & Towage Sdn Bhd v Nautical Supreme Sdn Bhd [2025] CLJU 194 (CA), the court must make the more probable factual inference. The written contract (3-year term, no automatic extension) supports SD2’s evidence.

Even if I had found that the representation was not proven as an automatic promise, I must also assess whether the Appellants truly relied on the representation. The evidence of SP1 (Ismail) during cross-examination is highly revealing:

When asked why he made a written extension application to MDM, Ismail answered: “Untuk menguatkan lagi untuk kita boleh sambung” (“To strengthen our position so that we can extend”) (p. 22 of Respondent’s Submission).

When asked whether he agreed that “apa yang dia sebut secara lisan berkenaan dengan lanjutan … tidak kuatlah” (“what was said orally regarding the extension… is not strong”), Ismail finally answered: “Pada kira zahirnya … kita percaya … Pasal tak percaya dengan dia, saya buat surat rayuan” (“Superficially, we believed… Because I did not believe him, I made an appeal letter”) (p. 23 of Respondent’s Submission).

When asked “Disebabkan tidak percaya dengan apa yang dikatakan oleh Tn Hj Mat Azmi ni, Encik telah mengemukakan permohonan … betul atau tidak?” (“Because you did not believe what Tn Hj Mat Azmi said, you submitted an application to MDM for extension… correct or not?”), Ismail answered: “Betullah” (“Correct”) (p. 23 of Respondent’s Submission).

When asked “setuju atau tidak, disebabkan Encik tidak percaya dengan apa yang Tn Hj Mat Azmi sebut … Encik pun tandatangan dokumen kontrak tersebut pada 22/12/2015?”, (“do you agree that because you did not believe what Tn Hj Mat Azmi said… you signed the contract document on 22/12/2015?”, Ismail answered: “Setuju” (“I agree”) (p. 24 of Respondent’s Submission).

This evidence shows that the Appellants themselves did not fully believe the oral representation. Their act of making a written extension application, and signing a written contract that only provided for three years without automatic extension, is inconsistent with someone who truly relied on a legitimate expectation. The doctrines of estoppel and legitimate expectation require genuine belief and reliance. Here, the Appellants took a precautionary step by making a written application – this demonstrates that they were aware that the oral representation was legally insufficient.

I agree with the Respondent that the doctrine of legitimate expectation is generally applicable in public law, not private law. In GPQ Sdn Bhd v Constant View Sdn Bhd (supra), the Court of Appeal held: “On the issue of legitimate expectation we agree with the point raised by the defendant that the doctrine of legitimate expectation is only applicable in public law and not to private law matters.”

The case of Dr Chandra Muzaffar v Universiti Malaya (supra) relied upon by the Appellants is distinguishable because there, there was a statutory provision under the University of Malaya Constitution that gave a public law dimension. Here, there is no statute governing the extension of waste collection contracts. It is a standard commercial contract between the State Government as one contracting party and a private contractor. Therefore, legitimate expectation does not apply.

Furthermore, even if this doctrine were applicable, the Appellants failed to prove a “legitimate expectation” because the representation itself was ambiguous (“may be considered”) and subject to the approval of a higher authority, as emphasized by

Before addressing the merits, I must consider whether the Appellants properly pleaded estoppel. They did not. The Statement of Claim merely asserts that the Respondent "adalah diestop dan / atau dihalang daripada menafikan kewujudan Representasi tersebut" ("is estopped and/or precluded from denying the existence of the said Representation"). This bare assertion does not plead the essential elements of promissory estoppel: (i) a clear and unequivocal promise; (ii) reliance; and (iii) inequity. The Appellants cannot now rely on a doctrine they failed to plead.

Nevertheless, even if I were to consider the plea of estoppel on its merits, I find that the Appellants have failed to establish the essential elements of the doctrine. Since the alleged representation concerns a promise about a future act (i.e., a promise to extend the contract), the applicable doctrine is promissory estoppel, which is a type of equitable estoppel. The doctrine has the effect of preventing a party from insisting on his/her legal rights when it would be inequitable to do so, having regard to the dealings which have taken place between the parties (Crabb v Arun DC [1976] 1 Ch 179 (CA); Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130 (HC) (“High Trees case”).

The three essential elements of promissory estoppel, as established in English and Malaysian case law, are:

There must have been a clear and unequivocal promise made by the promisor, which, in turn, has caused the promisee to act on the promise made (High Trees case; Crabb v Arun DC).

The promisee must have relied on the promise of the promisor (High Trees case).

It must be deemed by the court that it is inequitable or unconscionable for the promisor to go back on the promise that he/she has made (Boustead Trading (1985) Sdn Bhd v Arab-Malaysian Merchant Bank Bhd [1995] 3 MLJ 331 (FC)).

Most significantly, the Federal Court in Port Kelang Authority v Kuala Dimensi Sdn Bhd [2025] MLJU 320 (FC) per Zabariah Mohd Yusof FCJ has recently reaffirmed several fundamental principles that are directly applicable to this case. In that case, Port Kelang Authority ("PKA") had appointed Kuala Dimensi Sdn Bhd ("KDSB") as the turnkey contractor for the Port Klang Free Zone project. A supplemental agreement was entered into for the sole purpose of varying the interest chargeable from 5% to 7.5% per annum, without any additional works required from KDSB. PKA later challenged the agreement as void for want of consideration under Section 26 of the Contracts Act 1950.

The Federal Court in Port Kelang Authority v Kuala Dimensi Sdn Bhd (supra) made the following holdings which are directly relevant to the present appeal:

Consideration Must Be Proved Within the Four Corners of the Written Agreement: The Federal Court held that, where the terms of a contract have been reduced to writing, the contract could only be proved by the document itself, and it is not open to a party to seek to introduce and for the court to admit extrinsic evidence that would add new terms to it.

(iii) the considerations, obligations and terms under the agreements were different;

(iv) there was no common objective to be achieved for these agreements; and (v) a breach of any of the terms of the agreements would not trigger a breach of all of the agreements relating to the PKFZ Project.

The Practical Benefit Test (Williams v Roffey Bros) Is Not Accepted in Malaysia: The Federal Court declined to answer the question of whether the practical benefit test from Williams v Roffey Bros and Nichollas (Contractors) Ltd [1991] 1 QB 1 (CA) is good law in Malaysia, on the basis that the principle had never been discussed or adjudicated in the courts below. However, the Federal Court noted that the Williams v Roffey principle had not been explicitly accepted in Malaysia and that it is inconsistent with the long-standing rule that consideration, being the price of the promise sued upon, must move from the promisee (Stilk v Myrick [1809] 2 Camp 317; Foakes v Beer [1884] UKHL 1 (HL)). The Federal Court also observed that there was no evidence of financial strain suffered by KDSB.

Parties Acting on an Agreement Does Not Cure the Absence of Consideration: The Federal Court rejected the argument that because the parties had acted upon a variation agreement, they should be bound by it. The court held that despite the parties' actions, the lack of consideration rendered the agreement void pursuant to Section 26 of the Contracts Act 1950. An agreement without consideration is legally unenforceable, regardless of whether the parties had intended and agreed to enter into legal relations and acted on the same. The Federal Court answered this question in the negative.

Estoppel Cannot Override Statutory Provisions: The Federal Court held that "it is a trite and fundamental principle of law that the doctrine of estoppel cannot prevail against a statute or protect against illegality." The Federal Court traced back the English doctrine of equity and observed that a promissory estoppel cannot be used to create an enforceable contract because of the absence of consideration (Hughes v Metropolitan Railway Co [1877] 2 AC 439 (HL)). The court also held that there can be no application of the doctrine of estoppel to defeat a claim for a declaration that an agreement is void under Section 26 of the Contracts Act 1950. The void agreement cannot be legitimised due to the conduct of parties and/or by the doctrine of estoppel. It is automatically void due to a lack of consideration.

Payment with Reservation of Rights Does Not Amount to Waiver: The Federal Court rejected the argument that payment under an invalid agreement could amount to a waiver of rights, holding that such payment cannot amount to a waiver where the party had commenced proceedings for a declaration that the agreement is void for want of consideration more than two years before making the payment, and where the payment was made with a reservation of rights. The Federal Court answered this question in the negative.

Applying all these principles to the present case, I find that the Appellants have failed to establish promissory estoppel for the following reasons:

No Clear and Unequivocal Promise: For promissory estoppel to operate, the promise must be clear, certain, and unequivocal (Woodhouse AC Israel Cocoa SA v Nigerian Produce Marketing Co Ltd [1972] AC 741 (HL)). The evidence of SD2 (Mat Azmi) was that the extension "may be considered" and was "subject to government approval". This is inherently conditional and ambiguous. A promise that is subject to the approval of a third party (the State Government or the Procurement Committee) cannot be a clear and unequivocal promise. The Appellants cannot claim that they were promised an automatic extension when the very words used indicated that approval was required from a higher authority. The ambiguity in the representation is fatal to any plea of promissory estoppel.

No Authority to Bind the State Government: Section 3 of the Government Contracts Act 1949 requires that contracts on behalf of a State Government shall, if reduced in writing, be made in the name of the Government of the State, or by any public officer duly authorized in writing by the Menteri Besar. Mat Azmi, as the Principal Assistant Secretary of MDM, was not such an authorized officer. The Government Gazette (Jil. 62 No. 22 dated 22 October 2009) does not list his position as being authorized to bind the State Government. Any promise made without authority cannot bind the State Government, and the doctrine of estoppel cannot be invoked to override this clear statutory requirement.

No Reliance or Influence: The Appellants claim that they acted on the promise by purchasing the compactor lorry. However, the evidence clearly shows that the obligation to provide a compactor lorry in the second year was a pre-existing contractual obligation under the original contract. This is evident from Clause 2.0 of Appendix D of the Contract (Exhibit P9, at p. 64 RR(C1)), which states: "Tempoh kontrak adalah selama 3 tahun. Dalam tahun kedua pihak kontraktor dikehendaki menyediakan sebuah lori kompaktor baru berkapasiti 18 cubic meter dan mengikut spesifikasi MDM." The Appellants were therefore contractually bound to provide the lorry regardless of whether the representation was made or not. Under Boustead Trading, the Appellants must show that their actions were influenced by the promise. Here, the Appellants' own evidence shows that they were not influenced by the oral promise. SP1 admitted that he made a written application for extension because he did not believe what was said orally. A party that does not believe a promise cannot claim to have been influenced by it.

No Inequity or Unconscionability: The Appellants have not shown that it would be unjust for the Respondent to enforce its strict legal rights (i.e., the three-year contract term). The Appellants were already contractually obliged to purchase the compactor lorry. The Respondent did not induce the Appellants to do something they were not already required to do. The evidence further shows that the Appellants disposed of the lorries, and in the case of KAD Bina Enterprise, it even made a net profit from the sale. In the premises, there is no element of injustice or unconscionability that would warrant the intervention of this Court's equitable jurisdiction.

The Shield and Sword Distinction (Under English and Malaysian Law): Under English law, as established in Combe v Combe (supra), promissory estoppel is a shield, not a sword. It can only be used as a defence to prevent a party from insisting on their strict legal rights; it cannot be used as a cause of action to establish new rights. In Combe v Combe (supra), the wife attempted to use promissory estoppel as a sword to claim maintenance arrears, but failed because there was no consideration and she was using it offensively. In Malaysia, the position is the same. In Boustead Trading, the Federal Court affirmed that while the doctrine is flexible and of wide utility, it remains an equitable principle that prevents a party from going back on a promise. The Appellants in this case are attempting to use promissory estoppel as a sword – to create a new contractual right to an extension and to claim damages for its breach.

For all the reasons set out above, the Appellants' reliance on promissory estoppel must fail. The learned SCJ was therefore correct in holding that the doctrine has no application on the facts of the present case.

Even though the Appellants have failed on liability, I also find that the claim for damages was not proven.

The Appellants failed to produce receipts for the deposit payments (p. 59 of Respondent's Submission). No receipts for maintenance, no valid office rental agreement, no proof of salary and EPF payments. The financial statements submitted were prepared by the Appellants themselves without supporting account books and without a qualified accountant as a witness. In Sony Electronics (M) Sdn Bhd v Direct Interest Sdn Bhd (supra), the Court of Appeal held that financial statements without account books and without expert evidence are inadmissible to prove loss of profits.

Furthermore, the evidence shows that the compactor lorries were sold in 2021: the IA Maju Bina lorry was sold for RM180,000, and the KAD Bina Enterprise lorry for RM150,000. Both sums were applied to settle the respective outstanding loan balances. In fact, KAD Bina Enterprise made a net profit of RM33,984 from the transaction.

Therefore, the Appellants have failed to prove any actual loss. The Appellants' claims for special damages of RM363,846.12 (IA Maju Bina) and RM467,859.29 (KAD Bina Enterprise), as well as their respective claims for general damages for loss of profits for the 24- month period from 2019 to 2020, are accordingly unsupported and dismissed.

Based on the above considerations, I find that the decision of the learned SCJ was correct. The Appellants failed to prove the existence of a binding representation. Instead, the evidence showed that the representation was conditional and subject to government approval. The Appellants also failed to prove genuine reliance on any representation. The doctrines of legitimate expectation and promissory estoppel equally do not apply on the facts of this case.

As reaffirmed by the Federal Court in Port Kelang Authority v Kuala Dimensi Sdn Bhd (supra), estoppel cannot override statutory provisions (Section 3 of the Government Contracts Act 1949), and promissory estoppel cannot create an enforceable contract without consideration. The Federal Court also held that the doctrine of estoppel cannot prevail against a statute or protect against illegality, and that a void agreement cannot be legitimised due to the conduct of parties. Furthermore, the claim for damages was not supported by sufficient evidence. All grounds of appeal are dismissed.

Therefore, both these appeals, namely Civil Appeal No. TA- 12BNCvC-4-07/2025 and Civil Appeal No. TA-12BNCvC-5- 07/2025, are dismissed with costs. The decisions of the Sessions Court dated 30 June 2025 in Sessions Court Civil Suits No. TA-B51NCvC-1-01/2021 and TA-B51NCvC-2-01/2021 are affirmed. Costs at the appeal level are fixed at RM4,000.00 for each appeal, making a total of RM8,000.00, to be paid by the Appellants to the Respondent. Dated: 19 July 2026 Yusrin Faidz Bin Yusoff Judge High Court of Malaya Kuala Terengganu For the Appellants / Plaintiffs in both appeals: Nurul Izzah Mohd Nazri Messrs Zamani Mohammad & Co. No. 1107-E, Tingkat 1-3, Jalan Pejabat, Off Jalan Sultan Ismail, 20200 Kuala Terengganu, Terengganu Darul Iman. For the Respondent / Defendant in both appeals: Farrah Umairah Binti Ibrahim Pejabat Penasihat Undang-Undang Negeri Terengganu, Tingkat 14, Wisma Darul Iman, 20503 Kuala Terengganu, Terengganu Darul Iman.

Dr Chandra Muzaffar v Universiti Malaya [2002] 5 MLJ 369

Nasri v Mesah [1971] 1 MLJ 32 (FC).

Ong Yew Teik v Kamal Y.P. Tan [2019] 1 LNS 50 (CA).

GPQ Sdn Bhd v Constant View Sdn Bhd [2017] 6 MLJ 728

Daud Arshad v Felcra Bhd [2019] 9 CLJ 443 (CA).

Sony Electronics v Direct Interest [2007] 1 CLJ 611 (CA).

Nautilus Tug & Towage Sdn Bhd v Nautical Supreme Sdn Bhd [2025] CLJU 194 (CA).

Crabb v Arun DC [1976] 1 Ch 179 (CA).

Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130 (HC).

Boustead Trading (1985) Sdn Bhd v Arab-Malaysian Merchant Bank Bhd [1995] 3 MLJ 331 (FC).

Port Kelang Authority v Kuala Dimensi Sdn Bhd [2025] MLJU

Williams v Roffey Bros and Nichollas (Contractors) Ltd [1991]

Stilk v Myrick [1809] 2 Camp 317.

Foakes v Beer [1884] UKHL 1 (HL).

Hughes v Metropolitan Railway Co [1877] 2 AC 439 (HL).

Woodhouse AC Israel Cocoa SA v Nigerian Produce Marketing Co Ltd [1972] AC 741 (HL).

Section 29 of the Courts of Judicature Act 1964.

Section 3(1) of the Civil Law Act 1956.

Section 26 of the Contracts Act 1950.

Section 91 of the Evidence Act 1950.

Section 3 of the Government Contracts Act 1949.