Lembaga Kemajuan Pertanian Muda v Syarikat Perniagaan Peladang (Mada) Sdn Bhd (KA-22C-1-03/2024)

Syarikat Perniagaan Peladang (Mada) Sdn Bhd (Co. No: 197501001743)

Low Hoo & Sons Sdn Bhd (In Liquidation) (Co. No.: 196801000703) --- Defendants GROUNDS OF JUDGMENT (Enclosure 31 – the Plaintiff’s Application under Order 14A r 1 and/or Order 33 r 2 and/or Order 33 r 5 Rules of Court 2012) Introduction [1] This action arises out of a construction agreement entitled 'Design & Build Full Refurbishment Works at Pedu Dam, MADA, Kedah Darul Aman, Malaysia' ('the Main Contract') executed between the Plaintiff S/N 1CwlMzwhu0mH4j9Sf3sp0w and the Defendants. The Plaintiff, as project owner, structured the implementation of the works into two distinct phases: Stage 1 (Upstream): involves the design, installation, and commissioning of new intake controlling facilities; and Stage 2 (Downstream) involves upgrading the outlet control system. [2] For the purposes of bidding for the project during the Plaintiff’s tendering stage, the Defendants formed a joint venture named 'Low-Hoo & Sons Sdn Bhd – Syarikat Perniagaan Peladang (MADA) Sdn Bhd JV' pursuant to a joint-venture agreement ('the JV Agreement'). [3] During the implementation of the project, the Defendants had appointed several subcontractors, prominent among whom was Ireka Jaya Sdn Bhd, engaged on 11 August 2016 as a sub-contractor to carry out and complete the first stage of the project for a price of RM6,490,000.00. A deed of assignment was also entered into by the parties, under which the Defendants agreed that certain progress payments would be paid directly to Ireka Jaya Sdn Bhd. [4] A sum of RM4,250,000.00 was paid by the Plaintiff to Ireka Jaya Sdn Bhd for the work done. However, on 24 December 2016, Ireka Jaya Sdn Bhd abandoned the project without completing the remaining work in accordance with the specifications set out in the Main Contract. S/N 1CwlMzwhu0mH4j9Sf3sp0w [5] On 13 July 2016, Ireka Jaya Sdn Bhd filed a suit against the Plaintiff and the Defendants, claiming the balance contract price of RM2,240,000.00. The suit was filed in the High Court of Alor Setar bearing case number KA-21NCvC-17-07/2017. Ultimately, the suit was dismissed by the High Court Judge on the basis that Ireka Jaya Sdn Bhd, as a sub-contractor appointed by the Defendants, had failed to complete part of the Defendants’ scope of work under the Main Contract. [6] Dissatisfied with the dismissal, Ireka Jaya Sdn Bhd had filed an appeal with the Court of Appeal (K-01 (NCvC)(W)-89-02/2023). That appeal was also dismissed on 29th October 2025, wherein the Court of Appeal reaffirmed the High Court’s findings, holding that Ireka Jaya Sdn Bhd remained liable for its obligation to complete the works. [7] Arising from the Defendants' alleged failure to complete the works and their subsequent unilateral termination of the Main Contract via a letter dated 15th March 2018, the Plaintiff filed this present suit (“this Suit”). In this Suit, the Plaintiff is seeking, among other things, declarations that the Defendants have failed to fulfil their obligations as the Main Contractor and that their unilateral termination constitutes a repudiatory breach, as well as a claim for an assessment of damages. [8] Following the filing of this Suit, the Plaintiff has now made an application by way of Enclosure 31 ('this Application'), pursuant to Order 14A r.1 and/or Order 33 r.2 and/or r.5 of the Rules of Court 2012. Through this Application, the Plaintiff seeks a determination of S/N 1CwlMzwhu0mH4j9Sf3sp0w preliminary issues of law and fact, specifically concerning the first Defendant's liability for the non-performance and subsequent abandonment of a construction contract. [9] For the record, it is pertinent to address the status and participation of the Second Defendant in these proceedings. The Second Defendant is currently a wound-up company pursuant to a Winding-Up Order dated 4th August 2020 and is under the supervision of the Official Receiver and Liquidator. Prior to the filing of this Suit, the Plaintiff had duly obtained special leave from the Winding-Up Court on 7th March 2024 to commence this Suit against them. While court records show that the Second Defendant entered its appearance (Enclosure 26) through the Official Receiver on 13th October 2025, they have not actively participated in this Application (Enclosure 31). Crucially, vide a letter filed as Enclosure 36 on 23rd February 2026, the Official Receiver explicitly stated that they will not be representing the Second Defendant in this action and formally requested an exemption from attending further proceedings. Consequently, the Second Defendant did not file any affidavit in opposition, nor did they file any written submissions or reply. Furthermore, no representative or counsel for the Second Defendant attended the oral hearing. Therefore, this Application is evaluated based on the cause papers, submissions, and oral arguments exchanged solely between the Plaintiff and the First Defendant. Submission by the Parties S/N 1CwlMzwhu0mH4j9Sf3sp0w [10] The Plaintiff submits that Order 14A r 1 of the Rules of Court 2012 (‘ROC’) allows this Court to decide any question of law or to assess any document without the need for a full hearing when:

the question of law or assessment of the documents is appropriate to be decided without a full hearing, and

the decision and/or findings may conclude the whole cause or claim. [11] The Plaintiff submitted that the two circumstances above have been fulfilled in this Suit. Firstly, the liability of the sub-contractor, Ireka Jaya Sdn Bhd, has been established. The previous High Court had decided that Ireka Jaya Sdn Bhd had breached its obligation under the Main Contract. This decision was subsequently affirmed by the Court of Appeal. The judgments by the High Court and the Court of Appeal on the issue of liability were in relation to the failure of Ireka Jaya Sdn Bhd to complete the underwater paving work in accordance with the specifications of the Main Contract. [12] Since the Defendants were entirely dependent on Ireka Jaya Sdn Bhd to perform part of their obligations, Ireka Jaya’s failure does not exclude their liability under the Main Contract. The appointment of the sub-contractor did not discharge or reduce the Defendants’ obligations under the Main Contract. S/N 1CwlMzwhu0mH4j9Sf3sp0w [13] Furthermore, since liability has been established, there is no need to call witnesses at a full trial on the issue of liability and the failure to perform the Main Contract. Based on the above facts and arguments, the Plaintiff also filed this Application under Order 33 r 2 and r 5 of the ROC 2012. [14] In resisting this Application, the First Defendant contended that there is a need for a full trial to determine its liability under the Main Contract. The First Defendant argued that the JV Agreement and a supplementary agreement dated 22.02.2013 (‘the Supplementary Agreement’) had been entered into. Under the original JV Agreement, financial interests were divided 30% to the First Defendant and 70% to the Second Defendant. However, under the Supplementary Agreement, the structure was drastically altered, assigning all work responsibilities to the Second Defendant and limiting the First Defendant to a mere 3% commission. [15] According to the First Defendant, in the Plaintiff’s claim, it has failed to mention the Supplementary Agreement even though it had knowledge that such an agreement existed. The First Defendant argued that the Supplementary Agreement is crucial in determining its liability under the Main Contract. The Plaintiff, in its claim, insisted that the First Defendant was also liable under the Main Contract, despite knowing that the Supplementary Agreement made clear that responsibility lay with the Second Defendant. S/N 1CwlMzwhu0mH4j9Sf3sp0w [16] With respect to the First Defendant’s argument, the Plaintiff submitted that the JV Agreement and the Supplementary Agreement are irrelevant to the issue at hand. As explicitly pleaded in Paragraphs 5, 6, and 10 of the Plaintiff's Affidavit in Reply (Enclosure 35), the Plaintiff admitted the existence of these agreements but firmly maintained that they were signed exclusively between the Main Contractors. Furthermore, relying heavily on Paragraph 5 of the Plaintiff's Reply Submissions (Enclosure 42), the Plaintiff argued that the First Defendant's own admission—that the Supplementary Agreement was solely between the Defendants—means there is no genuine dispute of material fact against the Plaintiff. The Plaintiff emphasised that it was not a party to either agreement, and mere knowledge of them does not eliminate the strict principle of privity of contract. The issue of liability contribution (the 3% and 97% apportionment) is strictly an internal matter between the Defendants and is completely irrelevant to this Application, as both Defendants are jointly sued as the Main Contractor. [17] After appraising the facts adduced by both parties through their respective affidavits and exhibits, and having considered the submissions by learned counsel for both sides, this Court finds that the Plaintiff has successfully demonstrated that the Defendants have no sustainable defence to this claim. Consequently, this Application is allowed with costs, based upon the findings set out below. Findings and Decision of the Court S/N 1CwlMzwhu0mH4j9Sf3sp0w [18] It is trite law that the application made under Order 14A ROC 2012 allows the Court to determine a question of law or of the construction of any document (like a contract or statute) without a full trial. [19] In other words, it enables the Court to determine any question of law or construction of a document where it appears to the court that such a question is suitable for determination without the full trial of the action, and such a determination will finally determine the entire cause or matter of any claim or issue therein. (Petroleum Nasional Bhd v Kerajaan Negeri Terengganu [2004] 1 MLJ 8 as quoted by the Court in Syed Esa Syed Abdul Kadir & Anor v. Hisham Abdul Rahim & Ors [2022] CLJU 799) [20] Counsel for the First Defendant heavily relied on the case of Syed Esa (supra) to argue that Order 14A is inappropriate when there are disputed facts. However, to make the dispute inappropriate for such a determination under Order 14A, the dispute must concern material facts. As guided by the Court of Appeal in Petroleum Nasional Bhd (supra), which adopted the principles from the English case of Korso Finance Establishment Anstalt v. John Wedge: 'Respondents to an application under Order 14A are not entitled to contend that they should be allowed to hunt around for evidence or something that might turn up on discovery which could be relied upon to explain or modify of meaning of the relevant document... In the absence of such evidence the court should not refrain from dealing with the application'. S/N 1CwlMzwhu0mH4j9Sf3sp0w [21] Concurrently, Order 33 r 2 allows the Court to order that a specific question or issue (whether of law or fact) be tried before the main trial. Complementing this, Order 33 r 5 gives the Court the power to dismiss the entire action if it decides the preliminary issue in a way that renders the rest of the lawsuit pointless. [22] His Lordship Mohd Noor Ahmad JCA (as he then was), in delivering judgment of the court in Petroleum Nasional Bhd (supra) states that: - “[16] Order 33 r 2 of the RHC states that the court may order any question or issue arising in any cause or matter, whether of fact or law or partly of fact and partly of law, and whether raised by the pleadings or otherwise, to be tried before, at or after the trial of the cause or matter, and may give directions as to the manner in which the question or issue shall be stated. The Federal Court in Palanlappa Chettiar v Sithabaram Chettiar & Ors [1982] 1 MLJ 186 agreed with the learned judge in holding that it would be convenient to try the preliminary issue, as if the contention of the respondents was upheld, that could conclude the whole proceedings and it would be unnecessary to try the other issues. In SI Rajah & Anor v Dato’ Mak Ron Kam & Ors [1993] 3 MLJ 741, Lim Beng Choon J, after considering a large number of authorities on the ambit of O 33 r 2 and its equivalent, stated that before deciding to allow the preliminary questions to be raised, the court must bear in mind the following observations:

As a general rule, the court will exercise its power under O 33 r 2 if and only if the trial of the question will result in a S/N 1CwlMzwhu0mH4j9Sf3sp0w substantial saving of time and expenditure which otherwise would have to be expended should the action go to trial as a whole;

An order under the said rule should not be made in respect of matters which by reason of the obscurity either of the facts or the law ought to be decided at the trial of the suit;

Preliminary points of law have been described as too often of so-called issues of fact, the justification is even harder to discern;

A preliminary question should be carefully and precisely framed to as to avoid difficulties of interpretation as to what is the real question which is being ordered to be tried as a preliminary issue.” [Emphasis added] [23] Synthesising the legal propositions above, the overarching legal principle is twofold: firstly, the Court is fully empowered to dispose of preliminary issues under Order 14A and Order 33 if doing so will result in a substantial saving of time and expenditure. Secondly, a defending party cannot evade this summary disposal merely by demanding a full trial in the hope of 'hunting around for evidence'. Applying these twin principles to the present case, this Court finds it highly appropriate to determine the issue of liability of this Suit summarily. The material facts S/N 1CwlMzwhu0mH4j9Sf3sp0w regarding the non-performance of the works are not obscure; they have already been definitively established. To allow a full trial merely to afford the First Defendant an opportunity to explore its private Supplementary Agreement would be an unjustified waste of judicial time and costs. [24] To substantiate this lack of triable issues, the Plaintiff relies squarely on the definitive findings of fact from the Ireka Jaya suit. It is an undisputed fact that in those proceedings, the High Court— subsequently affirmed by the Court of Appeal—conclusively determined that the appointed sub-contractor had failed to complete the specified scope of the restoration works, preventing the second-stage restoration work from commencing. Consequently, it is unnecessary for witnesses to be called to determine the liability of the Defendants under the Main Contract. Also, the Defendants’ act of leaving the site and the unilateral termination via letter dated 15th March 2018 constitute a repudiatory breach of the Main Contract. [25] Having considered the arguments advanced, this Court finds itself in complete agreement with the Plaintiff. It is an undisputed fact that Ireka Jaya Sdn Bhd was the sub-contractor appointed by the Defendants under the Main Contract. It is equally undisputed that in the High Court suit (Case No. KA-21NCvC-17-07/2017), the Court found that Ireka Jaya Sdn Bhd had failed to complete the first stage of the restoration works in accordance with the specifications of the Main Contract—a finding subsequently affirmed by the Court of Appeal. S/N 1CwlMzwhu0mH4j9Sf3sp0w [26] Furthermore, the First Defendant in its Affidavit in Reply, Enclosure 34 paragraph 14, agreed that the judgments of the High Court and the Court of Appeal referred by the Plaintiff are indeed relevant to the liability of the Defendants and consequently to the non-performance of the Main Contract. Therefore, based on the findings of the High Court and the Court of Appeal, the principles of res judicata, issue estoppel, and stare decisis apply. As submitted by the Plaintiff, this Court is bound by the appellate court's affirmation of these factual findings regarding the subcontractor's failure. [27] In the landmark case of Asia Commercial Finance (M) Berhad v Jawal Teliti Sdn Bhd [1995] 3 CLJ 783, the Federal Court explained as follows: “What is res judicata? It simply means a matter adjudicated, and its significance lies in its effect of creating an estoppel per rem judicatum. When a matter between two parties has been adjudicated by a court of competent jurisdiction, the parties and their privies are not permitted to litigate once more the res judicata, because the judgment becomes the truth between such parties, or in other words, the parties should accept it as the truth; res judicata pro Veritate accipitur. The public policy of the law is that, it is in the public interest that there should be finality in litigation – interest rei publicae uit sit finis litium. It is only just that no one ought to be vexed twice for the same cause of action – nemo debet bis vexari proeadem cause. Both maxims are the rationales for the S/N 1CwlMzwhu0mH4j9Sf3sp0w doctrine of res judicata, but the earlier maxim has further elevated status of a question of public policy. The starting point ought to be the celebrated passage by Wigham VC in the case of Henderson v Henderson (1843) 3 Hare 100 at p 115 which is: “The plea of res judicata applies, except in special cases, not only to points upon which the court was actually required by the parties to form an opinion and pronounce a judgment, but to every point which properly belonged to the subject of litigation and which the parties, exercising reasonable diligence, might have brought forward at the time.” [Emphasis added] [28] The Apex Court in Asia Commercial Finance (M) Berhad (supra) also reiterated that: - “Thus, there are in fact two kinds of estoppel per rem judicatum. The first type relates to cause of action estoppel and the second, to issue estoppel, which is development from the first type. The cause of action estoppel arises when rights or liabilities involving a particular right to take a particular action in court for a particular remedy are determined in a final judgment and such right of action, i.e., the cause of action, merges into the said final judgment in, layman’s language, the cause of action has turned into the said final judgment. The said cause of action may not be S/N 1CwlMzwhu0mH4j9Sf3sp0w relitigated between the same parties because it is res judicata. In order to prevent multiplicity of action and also in order to protect the underlying rationales of estoppel per rem judicatum and not to act against them, such estoppel of cause of action has been extended to all other causes of action (based on the same facts or issues) which should have been litigated or asserted in the original earlier action resulting in the final judgment, and which were not, either deliberately or due to inadvertence.” [Emphasis added] [29] Distilling the principles elucidated by the Federal Court above, the thrust of the doctrine is clear: where a specific issue of fact or law has been definitively determined by a competent court, issue estoppel operates as an absolute bar against any attempt by the parties or their privies to relitigate that very same issue in subsequent proceedings. [30] Applying this established principle to the factual matrix of this Application, the Defendants are indisputably bound by the prior judicial findings in the Ireka Jaya suit. The High Court and the Court of Appeal have already made a conclusive determination that the sub-contractor failed to complete the specified scope of works. Pursuant to Clause 40.2 of the Main Contract, which dictates that subcontracting does not relieve the Main Contractor of its obligations, this proven failure by the sub-contractor directly constitutes the Defendants' own breach of the Main Contract. Consequently, the issue of the Defendants' liability is definitively established. In the face of such conclusive judicial findings by an appellate court, the First Defendant’s contention that a trial is still S/N 1CwlMzwhu0mH4j9Sf3sp0w required amounts to a mere bare denial, rendering a full trial on this matter an entirely unnecessary and unjustified consumption of judicial time. [31] By way of defence, the First Defendant averred that this Suit is unsuitable to be determined under this Application due to the Supplementary Agreement. The First Defendant argued that the Supplementary Agreement entered into by the Defendants on 22.02.2013 had varied the crucial terms of the JV Agreement. Those terms are, in essence, as follows: “(i) the Second Defendant shall be responsible for commencing, constructing and completing all the scope of work contained in the contract documents;

(ii) the Second Defendant shall be responsible for complying with and implementing all the terms and conditions contained in the contract documents;

(iii) the First Defendant shall be entitled to 3% of all payments received from the Plaintiff and the remaining 97% shall be the right of the Second Defendant;

(iv) the Second Defendant shall indemnify the First Defendant for all costs, expenses, losses and damages incurred by the First Defendant due to any claim, action or proceedings taken by any party against it in relation to the scope of work of the Second Defendant” S/N 1CwlMzwhu0mH4j9Sf3sp0w [32] The First Defendant further alleged that, since the Plaintiff has knowledge of both the JV Agreement and the Supplementary Agreement, there is a dispute of fact and law, as neither agreement was raised in the previous suit. The First Defendant also contended that the JV Agreement and the Supplementary Agreement were attached as appendices in the Main Contract. Hence, this Application is not sustainable and ought to be dismissed. For the reasons expounded below, this Court finds the First Defendant's contention to be entirely unsustainable. [33] It was never denied that the Defendants had entered into the JV and Supplementary agreements. However, the doctrine of privity of contract strictly applies here; the Plaintiff is not a party to the Supplementary Agreement and therefore cannot be bound by the Defendants' private apportionment of liability. [34] Furthermore, the foundational documents governing the relationship between the Plaintiff and the Defendants extinguish the First Defendant's defence. As rightly highlighted by the Plaintiff's counsel during oral submissions, Clause 3.1.2 of the “Instructions to Tenderers” explicitly dictates that in the event of a joint venture, all the members should be jointly and severally liable to MADA. [35] Additionally, Clause 40.2 of the Main Contract clearly states that any subcontracting shall not relieve the contractor from any liability or obligation under the contract. Therefore, the act of subcontracting the S/N 1CwlMzwhu0mH4j9Sf3sp0w work (whether to Ireka Jaya Sdn Bhd or delegating it internally to the Second Defendant) does not relieve the First Defendant from its joint and several liability owed to the Plaintiff. [36] During the oral hearing, a significant debate arose regarding the First Defendant's corporate structure. Learned counsel for the First Defendant, Encik Zamri, submitted that the Plaintiff holds a 40% shareholding in the First Defendant company and has representatives sitting on its Board of Directors. Relying on this, the First Defendant argued that the Plaintiff was intimately involved in the management of the First Defendant and, therefore, had full and absolute knowledge of the Supplementary Agreement. The thrust of this argument was that such 'knowledge' implies the Plaintiff had implicitly consented to the internal arrangement where the First Defendant’s involvement was limited to a 3% commission and completely relieved of its project responsibilities. [37] In response, learned counsel for the Plaintiff firmly rebutted this contention by invoking the foundational corporate law principle established in Salomon v A Salomon & Co Ltd [1897] AC 22. The Plaintiff argued that regardless of its shareholding or board representation, the Plaintiff and the First Defendant remain strictly separate legal entities in the eyes of the law. [38] While counsel for the First Defendant sought to qualify his argument as one addressing the Plaintiff’s 'knowledge' rather than an invitation to pierce the corporate veil, this Court finds the distinction to be artificial S/N 1CwlMzwhu0mH4j9Sf3sp0w and legally untenable. This Court is in full agreement with the Plaintiff. The foundational doctrine of separate legal personality remains absolute. The fact that the Plaintiff owns shares or has board representatives in the First Defendant does not merge their legal identities, nor does it automatically bind the Plaintiff to the First Defendant's private internal contracts. Mere 'knowledge' of the Supplementary Agreement's existence by virtue of shareholding does not equate to the Plaintiff's legal consent to modify the terms of the Main Contract. Consequently, this shareholding argument fails entirely to absolve the First Defendant of the joint and several liability it expressly undertook under the Main Contract. [39] Counsel for the First Defendant also attempted orally to argue that the JV Agreement and Supplementary Agreement modified the Main Contract because they were allegedly attached as part of the contract entered into between the parties. However, upon the Court's scrutiny of the documents, this argument is structurally and legally flawed. The Main Contract is a compiled document, and Section 7 contains its general conditions. The interpretation clause in the general conditions of this Main Contract (in Section 7) refers only to Appendix A. The JV Agreement and Supplementary Agreement, on the other hand, were placed under Section 8 as Appendix D and have nothing to do with the aforementioned interpretation clause. Therefore, they are merely appendices to the overall Tender Documents and do not form part of, nor do they modify, the general conditions of the Main Contract that legally bind the Plaintiff and the Defendants. S/N 1CwlMzwhu0mH4j9Sf3sp0w [40] This Court also agrees with the Plaintiff’s contention that the principle of privity of contract is applied here. In the High Court case of Sulisen Sdn Bhd v Kerajaan Malaysia [2006] 7 CLJ 248, His Lordship Abdul Malik Ishak J (as he then was) applied the doctrine of privity of contract in his judgment, where he says at page 279 para (c) – (e) : “…A person who is not a party to a contract cannot take advantage of the provision of the contract. No one should be bound by the terms of a contract which he is not a party to it …. And a non-party, like the present plaintiff at hand, cannot bring an action on the contract. The plaintiff here was a stranger to the contract between the defendant and Darikha Enterprise. This was my judgment and I so hold accordingly.” [Emphasis added] [41] Guided by the authoritative pronouncement in Sulisen Sdn Bhd (supra), this Court holds that the Supplementary Agreement is wholly incapable of altering the First Defendant's primary obligations to the Plaintiff under the Main Contract. A private arrangement cannot operate to the detriment of a contracting employer who stood outside of that secondary negotiation. Consequently, any internal terms agreed upon between the Defendants remain legally impotent against the Plaintiff's present claim. This Court must therefore consider whether these internal financial mechanisms hold any residual relevance to the summary disposal of this Suit. [42] In this regard, the internal apportionment of payments and liabilities stipulated in the JV Agreement and the Supplementary Agreement is S/N 1CwlMzwhu0mH4j9Sf3sp0w legally irrelevant to the determination of summary liability under the Main Contract. Any dispute regarding the internal apportionment of liability is strictly a matter to be resolved between the First and Second Defendants in a separate indemnity claim and holds no relevance to the Plaintiff's claim today. [43] Consequently, the First Defendant's heavy reliance on the Supplementary Agreement to limit its financial exposure is legally immaterial to the Plaintiff's claim. As already established under Clause 3.1.2 of the “Instructions to Tenderers” and Clause 5.2 of the JV Agreement, the Defendants unequivocally undertook joint and several liability towards the Plaintiff. Therefore, if the First Defendant asserts that it is entitled to be indemnified based on the 3% and 97% apportionment agreed upon in their private arrangement, its proper legal recourse is to initiate a separate indemnity claim against the Second Defendant. The First Defendant cannot resist summary disposal by demanding a full trial as a collateral means to shift its joint and several contractual obligations back onto the employer. [44] Therefore, the existence of the Supplementary Agreement does not raise any genuine dispute of material fact regarding the First Defendant's liability to the Plaintiff, rendering this case perfectly suited for summary disposal under Order 14A and Order 33. Conclusion [45] In summary, the Plaintiff has conclusively satisfied the threshold requirements governing summary disposal under this Application. The S/N 1CwlMzwhu0mH4j9Sf3sp0w First Defendant’s assertion that the private Supplementary Agreement introduces triable issues of fact or law is fundamentally misconceived and legally untenable. It is an undeniable fact that the Defendants failed to fulfil their obligations as Main Contractors under the Main Contract. Hence, the Plaintiff's Application (Enclosure 31) is allowed with costs. [46] Based on the above findings, the Court grants the declarations sought by the Plaintiff in Enclosure 31, namely that the Defendants have failed to complete their obligations as the Main Contractor and that their unilateral termination of the Main Contract via the letter dated 15.03.2018 constitutes a repudiatory breach. The Court further directs that the assessment of damages (tafsiran) shall proceed. To this end, the Court has fixed a mention date for the parties to update the Court on the intended procedure for the assessment of damages, including the number of deponents or witnesses to be called. Dated: 7th June, 2026 ____________________________________ YA Dr. Hj. JOHN LEE KIEN HOW @ MOHD JOHAN LEE JUDGE HIGH COURT OF MALAYA ALOR SETAR S/N 1CwlMzwhu0mH4j9Sf3sp0w For the Plaintiff : Ong Kheng Leong & Arisha Nabila Binti Azhan Messrs. Ghazi & Lim For the Defendant : Zamri Bin Ibrahim Messrs. Zamri Ibrahim & Co Authorities Cases Asia Commercial Finance (M) Berhad v Jawal Teliti Sdn Bhd [1995] 3 CLJ 783 Petroleum Nasional Bhd v Kerajaan Negeri Terengganu [2004] 1 MLJ 8 Salomon v A Salomon & Co Ltd [1897] AC 22 Sulisen Sdn Bhd v Kerajaan Malaysia [2006] 7 CLJ 248 Syed Esa Syed Abdul Kadir & Anor v. Hisham Abdul Rahim & Ors [2022] CLJU 799 Statute Rules of Court 2012 S/N 1CwlMzwhu0mH4j9Sf3sp0w