Perbadanan Pengurusan Kondominium Villa Scott v Hari Raman A/L Palaya (WA-A72NCvC-3714-08/2024)

Introduction This is an appeal arising from the decision of the Magistrate dated 10 November 2025, whereby the Court found in favor of the Plaintiff and held that the Plaintiff had successfully proven its claim against the Defendant on a balance of probabilities. Judgment was entered against the Defendant in the sum of RM12,000.00, together with interest at the rate of 5% per annum from the date of the writ of summons until full settlement.

The Plaintiff is the Management Corporation of the condominium complex known as Villa Scott. The Defendant is an Advocate and Solicitor practising as a sole proprietor under the name and style of Messrs Hariraman & Co. 15/01/2026 15:49:42

Between 2 February 2021 and 30 April 2021, the Defendant received a total sum of RM12,000.00 from the Plaintiff, allegedly as payment of monthly retainer fees amounting to RM2,000.00 per month.

The Defendant’s alleged entitlement to the said payments is founded upon a letter dated 23 July 2020 addressed by the Defendant to the Plaintiff, which the Defendant contends constituted a valid retainer agreement. This letter appears at page 16 of Enclosure 21.

Relying on the said letter, the Defendant issued six (6) invoices to the Plaintiff. Notably, there were substantial and unexplained gaps between the dates of the invoices and the months for which the fees were purportedly charged, a matter which the Court found to be troubling.

In analyzing the evidence before me, I have highlighted the following issues arising for determination in this case are as follows: i. Whether the Defendant’s claim for a monthly “retainer fee” of RM2,000.00 was legally valid; ii. Whether the Defendant had rendered legal services commensurate with the alleged terms of appointment; and iii. Whether the Plaintiff is entitled to recover the sum of RM12,000.00 paid to the Defendant. Issue (i) : Whether the Defendant’s claim for a monthly “retainer fee” of RM2,000.00 was legally valid; and Issue (ii) : Whether the Defendant had rendered legal services commensurate with the alleged terms of appointment

The Plaintiff’s primary submission is that even if the Defendant’s letter dated 23 July 2020 is accepted as evidence of a contractual arrangement, a proper construction of its terms makes payment contingent upon actual legal services rendered, and not a fixed monthly retainer payable as of right.

The applicable principles related to how terms should be objectively construed in light of all background knowledge were authoritatively set out by the Federal Court in SPM Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor [2016] 1 CLJ 177 as follows: “[49] The principles set out by Lord Hoffmann are neatly summarised in an article by Professor Richard Hooley, Implied Terms After Belize Telecom [2014] 73 CLJ 315, 324-325.

A court has no power to improve the instrument it is asked to construe whether to make it fairer or more reasonable. It is concerned only to discover what the instrument means.

That meaning is what the instrument would convey to a ‘reasonable person’ or ‘reasonable addressee’ having all the background knowledge which would reasonably be available to the audience to whom the instrument is addressed. This objective meaning of the instrument is what is conventionally called the intention of the parties or of whoever is the deemed author of the instrument.

The question of implication arises where an instrument does not expressly provide for what is to happen when some event occurs. In most cases, the usual inference is that nothing is to happen, and the express provisions of the instrument continue to operate undisturbed. If the event causes loss to one of the parties, the loss lies where it falls.

In some cases, however, the ‘reasonable addressee’ of the instrument will conclude that the only meaning which the instrument can have, consistent with its other terms and the relevant background is that something is to happen in response to the particular event that has not been expressly provided for in the instrument’s terms. In such a case, it is said that the court implies a term as to what will happen if the event in question occurs.

Nevertheless, that process does not add another term to the instrument; it only spells out what the instrument means. In other words, the implication of a term is an exercise in the construction of the instrument as a whole.

It follows that in every case of implication, the single question for the court is whether the implied term would spell out in express words what the instrument, read as a whole against the relevant background, would reasonably be understood to mean.

Upon an objective reading of the Defendant’s letter, it is evident that the letter does not expressly provide for a monthly retainer. The phrase “Fees of RM2,000.00 as per invoice to be issued” clearly contemplates the performance of actual work, followed by invoicing.

If the intention had been to create a fixed monthly retainer payable regardless of work done, there would have been no necessity for invoicing. This interpretation is reinforced by the Plaintiff’s nature as a non-profit management corporation with fiduciary duties towards its residents and funds.

Significantly, the Defendant himself conceded during cross-examination that payment was dependent upon services rendered. He testified that invoices were issued for legal consultation services allegedly provided and agreed between the parties.

Once the Plaintiff asserted positively that no legitimate legal work had been carried out, the evidential burden shifted to the Defendant to prove otherwise. The Defendant failed to discharge this burden.

All six invoices issued by the Defendant were identical in content, devoid of particulars, and unsupported by any contemporaneous documents. No minutes of meetings, legal opinions, notices of demand, or correspondence evidencing substantive legal advice were produced.

Clause (c) of the Defendant’s July 2020 letter expressly provides that litigation and other legal work would be charged separately. Evidence before the Court confirmed that such separate work was indeed invoiced and paid independently, further undermining the Defendant’s claim that the RM2,000.00 monthly invoices represented genuine legal services.

Defendant’s reliance on correspondence with Messrs Nagarajan Peri & Co. does not assist his case. The letters merely conveyed committee instructions and did not constitute legal opinions or advisory work. More importantly, no specific invoice was issued in respect of this alleged work.

This Court is guided by the case of Menta Construction Sdn Bhd v SPM Property & Management Sdn Bhd & Anor [2017] AMEJ 1617, where it was held that charges unsupported by actual services rendered are unjustifiable as follows:- “[107] Here there were no services rendered that justify an administrative charge of 8.8% per annum on a monthly rest on the RM1.2 million advanced. It is to put it bluntly interest that the Plaintiff wanted to charge the 1st Defendant and to which the 1st Defendant had little choice but to agree. The expression "administrative charge" is used as a camouflage for interest and to make the Loan Agreement more palatable and respectable.”

Accordingly, this Court finds that no legal services were rendered to justify the payments received by the Defendant. Issue (iii): Whether the Plaintiff is entitled to recover the sum of RM12,000.00 paid to the Defendant.

Following the reasons given by this Court on issues ((i) & (ii) above, this Court had decided that it is only just if the Defendant is ordered to return the sum of RM12,000 that was paid by him as it rightly did.

Additionally, the Plaintiff had pleaded that the Defendant had abused his position and colluded with the former chairman of the Plaintiff to procure payment of unjustified fees. Evidence revealed that at the material time, the management committee consisted of only three members, one of whom was the Defendant’s own son. This, coupled with the fact that the former chairman later became the Defendant’s landlord, casts serious doubt on the propriety of the Defendant’s appointment.

Therefore, this Court refers to the principles enunciated in Panasonic Appliances Air-Conditioning Malaysia Sdn Bhd v Delta Haulage (M) Sdn Bhd & Ors [2017] AMEJ 1809 which are directly applicable. It was held in this case that where payments are received pursuant to fraudulent or unsupported invoices, restitution is the appropriate remedy as follows: - [28] In the light of the admission by the 1st Defendant in their pleading and at trial, it is clear in my mind that the issuance of the Fraudulent Invoices were made with full knowledge and awareness of the 1st Defendant that the transactions were false and there were no services rendered by the 1st Defendant. DW 12 and DW13 confirmed that the supporting documents to the Fraudulent Invoices were incomplete and lacked basic and material particulars. In fact DW7 testified that the Fraudulent Invoices which involves the amount of RM15,000.00 – RM16,000.00 were not genuine and did not have any supporting documents. DW10 in turn confirmed that the 1st Defendant had issued fake invoices to the Plaintiff. On this score, I found that the Plaintiff had discharged its burden that the 1st Defendant had defrauded the Plaintiff in respect of Fraudulent Invoices and the burden shifted to the 1st Defendant to prove otherwise, which he had failed to do so. [See page 153 of PBOA] [30] The 1st Defendant has also reaped and enjoyed the benefit of payment made by the Plaintiff with respect to the Fraudulent Invoices. By receiving monies from the Plaintiff when no services had been rendered under the Fraudulent Invoices without any lawful basis would tantamount to unjust enrichment, in this case at the Plaintiff‟s expense. The law of restitution is clear in that one should not retain any money or profit which would otherwise be unjust enrichment. The principle of unjust enrichment and restitution as explained in Dream Land Property Sdn Bhd v Atlans Housing (2015) 2 MLJ 441 is restoration of benefits on the grounds of unjust enrichment. It was observed that... “As stated by Lord Wright in Fibrosa Spolka Akcyjna v Fairbairn Lawson Combe Barbour Ltd f19431 AC 32 at p 61: It is dear that any dviiised system of law is bound to provide remedies for cases of what has been called unjust enrichment or unjust benefit, that is to prevent a man from retaining the money of or some benefit derive from another which it is against conscience that he should keep. Such remedies in English law are genericaliy different from remedies in contract or in tort, and are now recognised to fall within a third category of the common law which has been called quasi-contract or restitution.” [See page 154-155 of PBOA]

Having carefully considered the evidence and submissions in this case, this Court finds that: a. The Defendant was not entitled to receive the monthly payments of RM2,000.00; b. No legal services were rendered to justify the issuance of the six invoices;

Accordingly, the Defendant is ordered to refund the sum of RM12,000.00 to the Plaintiff, together with interest at 5% per annum from the date of the writ of summons until full settlement, and costs. Dated 15 January 2026 SIGNED SANGITAA A/P SUBRAMANIAM MAGISTRATE Civil 4 Magistrate Court Plaintiff’s Solicitor : Messrs M Manoharan & Co Defendant’s Solicitor : Messrs Hariraman & Co