Malaysia Airports Holdings Berhad v Rabin Suguna Balan (BA-12BNCC-7-05/2025)

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Schedule 1 “(To be read and construed as an essential part of this Agreement) Item 1. Particulars Date of this 2. Agreement 19/12/2011 Student Name : Rabin Suguna Balan NRIC NO: 920612-14-5481 Address : No.10, Jalan SS3/74, Taman Universiti, 47300 Petaling Jaya, Selangor Darul Ehsan 3. 4. Date of Enrolment 30 OCTOBER 2011 5. Date of Completion of Study 30 OCTOBER 2015 Bonded Period of 6. Sponsorship 5 years Agreed Liquidated Damages Whichever applicable to the Student under Sponsorship Scheme;”

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Schedule 2 (Bonded Period) “(To be read and construed as an essential part of this Agreement) United Kingdom Item Bonded Period Terms and Conditions of Payment Schedule 1. 5 years 5 years a) Undergraduate Program: max for Technical Studies RM1,200,000.00 on the basis of a bonded period of 5 years or minimum of RM5,000.00 per month and incremental of must be paid as per schedule of pay back for every remaining month in the Bonded Period which is not served by the Student. b) Undergraduate Program: max for Business Studies RM998,000.00 on the basis of a bonded period of 5 years or minimum of RM4,159.00 per month and incremental of must be paid as per schedule of pay back for every remaining month in the Bonded Period which is not served by the Student.” Findings of the Sessions Court Judge 6. The learned Sessions Court Judge dismissed the claim on, inter alia, the following grounds: 1. The Defendant’s obligation under the Agreement ended upon completion of his studies. 2. There was no binding requirement to serve a bonded period (paras 6–20 & 50 Grounds of Judgment). 3. The heading “Education Sponsorship Agreement” indicated that the sponsorship was gratuitous (para 45 Grounds of Judgment). 4. Clauses 2, 5(a), 5(b)–(f) and 9 of the Agreement were construed as showing that the Defendant was not required to serve. It was considered anomalous for the Defendant to be obliged to serve when the Plaintiff was not bound to offer him employment under clause 9. 5. The Letter of Undertaking (“LOU”) executed in 2017 was held invalid for want of consideration (paras 22–37 Grounds of Judgment). 6. The conduct of the Defendant post-signing was immaterial (paras 39–41 Grounds of Judgment). 7. The Defendant never admitted he was obliged to serve (para 44 Grounds of Judgment). 8. The Plaintiff failed to plead particulars of unjust enrichment in its Statement of Claim (paras 46–49 Grounds of Judgment). Plaintiff’s Contentions 7. The Plaintiff contended that the learned Sessions Court Judge erred in law and fact: 1. Bonded obligation ignored: The Agreement expressly provides for a 5-year bonded period under Schedule 2, read with Clause 2, Schedule 1 and fortified by Clauses 4(b), 5(c), 7 and 8. The learned Sessions Court Judge’s reading made these provisions redundant. 2. Misinterpretation of “sponsorship”: The learned Sessions Court Judge wrongly accepted defence counsel’s submission that “sponsorship” meant free funding, unsupported by pleadings or evidence. 3. Contra proferentem misapplied: The rule only arises in case of ambiguity. Here the terms are clear and categorical. 4. Clauses 5 and 9 misconstrued: The learned Sessions Court Judge considered them in isolation. Clause 5 provides for repayment if the bonded period is unserved. Clause 9 simply states no guarantee of employment, not that no bonded obligation exists. 5. Letter of Undertaking: Valid consideration existed. The Plaintiff forbore from enforcing its rights for three years in return for the Defendant’s undertaking. Forbearance is good consideration. 6. Admissions and conduct: The Defendant admitted during cross-examination that he was obliged to serve (Record Of Appeal page 105). His conduct in providing transcripts, requesting deferment and signing the Letter of Undertaking evidences acknowledgment of obligation. 7. Unjust enrichment: Adequately pleaded by material facts, even if the phrase was not expressly used (Kong Hoi Chieng v AK Land Sdn Bhd [2021] 6 MLJ 725). Defendant’s Submissions 8. The Defendant maintained that the Agreement was essentially a scholarship. As pleaded in paras 4(c)-10 of the Statement of Defence, the Plaintiff undertook to sponsor him gratuitously, and once he had completed his studies, his obligations ended. 9. The Defendant argued that construction of the Agreement is a matter of law, not bound by concessions in evidence. Clauses 2, 5 and 9 of the Agreement were said to show that no bonded obligation existed. It was anomalous to compel the Defendant to serve when the Plaintiff was not obliged to offer him employment. 10. On unjust enrichment, the Defendant submitted that the doctrine does not fall under contract or tort and is not available in this case. 11. The remainder of the Defendant’s submissions were directed to supporting the reasoning of the learned Sessions Court Judge. COURT’S FINDINGS 12. Construction of the Agreement 12.1 The fundamental issue is whether the Agreement bound the Defendant to a 5-year bonded period. I am satisfied that it did. 12.2 Schedule 2 defines “Bonded Period” and prescribes a 5- year term for technical studies. Read with Clause 2,

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Schedule 1, the Defendant was obliged to serve this period in consideration of the sponsorship. Clauses 4(b), 5(c), 7 and 8 reinforce this. 12.3 The learned Sessions Court Judge’s interpretation that obligations ceased upon graduation is inconsistent with the language and purpose of the Agreement. To so construe would render Schedule 2 otiose. The law requires that contracts be read harmoniously, giving effect to all provisions (Berjaya Times Square Sdn Bhd v M-Concept Sdn Bhd [2010] 1 MLJ 597). “Sponsorship” 13. The learned Sessions Court Judge accepted counsel’s submission that “sponsorship” meant free funding. With respect, this is unsustainable. The Agreement itself stipulates the consideration: sponsorship in exchange for bonded service or repayment. To accept the Defendant’s construction contradicts the express terms and defeats the commercial purpose of such agreements. Contra Proferentem 14. The contra proferentem rule has no application where terms are clear. As held in Ida Shafinaz bt Mohemed Kamil & Ors v Universiti Malaysia Sabah [2019] 12 MLJ 651, plain words must be enforced. Here, the provisions are unambiguous. The learned Sessions Court Judge erred in invoking the rule against the Plaintiff. Clauses 5 and 9 15. Clause 5(c) and 5(f), when read with Schedule 2, provide that the Plaintiff may recover liquidated damages if the Defendant fails to serve the bonded period. Clause 9 merely provides that the Plaintiff is not obliged to guarantee employment. It does not relieve the Defendant from his obligation to serve or repay. 16. The Defendant was in fact offered employment opportunities in 2016 and again in 2020. His rejection of those offers triggered his obligation to repay. The learned Sessions Court Judge’s finding that it was unreasonable to wait “five to ten years” has no factual basis. Letter of Undertaking 17. The 2017 Letter of Undertaking was held invalid for want of consideration. I disagree. Consideration was present in the form of the Plaintiff’s forbearance from enforcing its rights during the three-year deferment. Forbearance to sue is valid consideration under Malaysian contract law. 18. The Defendant never pleaded incapacity by reason of age. His own conduct — submitting transcripts, seeking deferment, signing the Letter of Undertaking — shows acknowledgment of obligation. Defendant’s Admissions and Conduct 19. At Record Of Appeal page 105, the Defendant admitted he was obliged to serve. The learned Sessions Court Judge’s finding to the contrary is erroneous. 20. His conduct is also material. He corresponded with the Plaintiff, sought deferment, and only later declined to serve because he had settled abroad. Such conduct is admissible to ascertain intention and reinforces the bonded obligation. Unjust Enrichment 21. The learned Sessions Court Judge held that unjust enrichment was not pleaded. With respect, the law says otherwise. The Court of Appeal in Hoi Chieng v AK Land Sdn Bhd (supra) held that so long as the material facts are pleaded, the cause of action may be made out. 22. Here, the Plaintiff pleaded that it paid RM822,038.79 for the Defendant’s studies and that the Defendant neither served nor repaid. These facts suffice to sustain unjust enrichment in the alternative. Authorities 23. The line of authorities consistently enforces such scholarship agreements: a. SIRIM Bhd v Aini Suzana bt Hj Ariffin [2021] 11 MLJ 715. b. Nurul Husna binti Ismail v Sonobee Ultrasound Sdn Bhd, the Court of Appeal’s grounds of judgment dated 30 October 2025. 24. These cases demonstrate that bonded service clauses are valid and enforceable, and that a recipient who declines to serve must repay the sums expended. Conclusion 25. Having considered the record and submissions, I am satisfied that the learned Sessions Court Judge misdirected herself both in law and fact. The Agreement imposed a clear and enforceable obligation upon the Defendant to serve a bonded period of five years or, in default, to repay the sponsorship sum. 26. The Defendant’s refusal to serve and failure to repay constitutes breach. The Plaintiff is entitled to recover the full amount expended. Order 27. The appeal is allowed. The decision of the Sessions Court is set aside, including the order as to costs. 28. Judgment is entered for the Plaintiff against the Defendant for the sum of RM822,038.79, together with interest at 5% per annum from the date of writ until full settlement. The Plaintiff is awarded costs of RM10,000.00 for this appeal and RM12,000.00 for the proceedings in Sessions Court. Dated 13 November 2025 -sgd-DATO’ ANITA BINTI HARUN JUDICIAL COMMISSIONER HIGH COURT OF MALAYA SHAH ALAM SELANGOR DARUL EHSAN To the parties’ solicitors: For the Appellant : Lilien Wong & Ooi Ji Shan (Messrs Shearn Delamore & Co.) For the Respondent: T.Gunaseelan & Kumaradevan Rajadevan (Messrs Gunaseelan & Associates)