Proevents International Sdn Bhd v Airmarine (Malaysia) Sdn Bhd (WA-22NCvC-471-08/2020)

This is a case when a prestige international football tournament hosted by Malaysia ended up miserably and thereby causing the people behind the scene started finger pointing each other to take the blame and refusing to honour their monetary obligation. 20/08/2025 18:20:28

In January 2019, and by way of an Events Management Services Agreement (“the Agreement”), the Defendant, Airmarine (Malaysia) Sdn Bhd (“Airmarine”) appointed the Plaintiff, Proevents International Sdn Bhd (“ProEvents”) to provide management services in respect of the administration, management and organisation of an international football tournament (“Services”) described as the Airmarine Cup 2019 (“Tournament”) to be held on 20.03.2019 to 23.09.2019 under the auspices of the Football Association of Malaysia (“FAM”).

The Agreement expressly provided that for such Services, ProEvents was to be paid professional fees of RM350,000.00 and had an operational budget (“Budget”) of RM2,400,804.00 plus 10% contingency (which includes such fees), reimbursable or payable by Airmarine to ProEvents. From this Budget, Airmarine was to provide an advance of RM2,000,000.00 (“Advance”).

It is not disputed that:

of the advance, Airmarine had paid to ProEvents only RM1,800,000.00; and

the Tournament was completed, without any complaints from the participating teams / countries or the FAM.

Following the completion of the Tournament, and between 25.4.2019 and 1.10.2019, ProEvents extended to Airmarine:

all supporting documents evidencing all expenses incurred in carrying out the Services and in organizing the Tournament; and

its demand to Airmarine for payment of the sum of RM750,000.00 as set out in ProEvents’ invoice no. 190910 dated 24.9.2019 (“Invoice”), this being the balance RM400,000.00 in reimbursable expenses incurred to organize the Tournament, and the sum of RM350,000.00 in professional fees payable.

Airmarine refused to pay. Hence, ProEvents filed this action against Airmarine for payment of this RM750,000.00, which ProEvents contends is due and payable pursuant to the Agreement and following completion of the Tournament

Airmarine resisted the claim on the sole basis that the ProEvents Invoice or the claimed sum of RM750,000.00 included expenses or sums that were above the Budget, or not provided for or agreed to pursuant to the Agreement. Airmarine contended that the Budget in the Agreement provided for specific itemized caps for each agreed budgeted item as set out in the Appendix (“Appendix”), and that ProEvents was not entitled to spend above the cap for each item or spend on any other matter not identified in the Appendix.

Airmarine also counterclaimed against ProEvents. It contended that as the Agreement provided for specific itemized caps for each agreed budgeted item as set out in the Appendix, ProEvents was obliged to refund or pay to Airmarine unutilised budgeted sums from the Advance given. Airmarine also contended that ProEvents breached the Agreement when it neglected or failed to exercise reasonable skill, care and diligence in carrying out the Services, resulting in damage to Airmarine’s reputation. Airmarine claims for an account of all revenue received, an order for ProEvents to repay the RM1,800,000.00 in Advance and/or for a variety of special, general, exemplary and/or aggravated damages.

ProEvents resisted the counterclaim on the basis that the Budget provided was a global one for the overall organization of the Tournament, and denies that there was any breach or negligence on its part. ii. The Trial 10. The trial was fixed for two (2) days. During the trial, the Plaintiff called two (2) witnesses while the Defendant called three (3) witnesses: PWS1 San Boon Wah PWS2 Palaniandy a/l Sinathamby DWS1 Dato’ Ananth A/L Sevlanga Nathan DWS2 Li Kuan Leong DWS3 Rahjiswari A/P Tirughana Sambandan iii. Issued to be Tried 11. Before the trial, the Parties had agreed on the issues to be tried as follows: -

(i). Whether the Plaintiff completed and/or discharged its obligations pursuant to the Event Management Services Agreement (“Services”) entered into between the Plaintiff and the Defendant (“Agreement”) in respect of a football tournament to be held on 20.03.2019 to 23.03.2019 (“Tournament”)?

(ii). Whether the Plaintiff is entitled to the balance payment of RM750,000.00 from the Defendant in respect of the Services?

(iii). Whether it was an agreed term of the Agreement that:

(iv). The Plaintiff had a global budget of RM2,400,804.00 plus a contingency of 10% for all costs and expenses incurred by the Plaintiff for and/or in relation to the provision of the Services and organization of the Tournament, including its fees of RM350,000.00 or

(v). Such budget is subject to particular cap or itemization and/or the cap or itemization particularized in the Appendix to the Agreement?

(vi). Whether the alleged costs and expenses set out in the Plaintiff’s Invoice No. 190901 dated 24.09.2019 were incurred by the Plaintiff in respect of the provision of the Services and organization of the Tournament and pursuant to the terms of the Agreement?

(vii). Whether the Defendant is entitled to the refund of the alleged sum of RM532,247.50 (more particularly set out in Annexure A of the Counterclaim) from the Plaintiff?

(viii). Whether the Plaintiff had breached the Agreement and neglected in exercising reasonable skill, care and diligence in administering, managing and/or organizing the Tournament?

(ix). Whether the Defendant suffered damage to its reputation as a respectful corporate entity as a result of the Plaintiff’s actions?

(x). If so, what is the quantum of such damage and whether the Defendant is entitled to recover such sums from the Plaintiff? B. Findings and Decision of the Court 12. At the end of the trial, after deliberated on the submissions by the counsels, and after an extensive study on the evidence tendered, I have decided to allow the Plaintiff’s claim and dismiss the Defendant’s counterclaim. I shall address the issues in turn.

The law is trite that the Plaintiff bears the burden of proof to prove its claim against the Defendant. (Section 101(1) and 103 of the Evidence Act 1950).

In the Federal Court case of Inas Faiqah Helmi (A Child Suing Through Her Father and Next Friend; Mohd Helmi Abdul Aziz) v. Kerajaan Malaysia & Ors [2016] 2 CLJ 885, Abdul Hamid Embong FCJ (as he then was) in delivering the judgment of the court held: “The standard of proof in civil cases is the legal standard to which a party is required to prove its case, namely on a balance of probabilities. In civil litigation, the question of the probability or improbability of an action occurring is an important consideration to be taken into account in deciding whether that particular event had actually taken place or not.”. [Emphasis added]

Therefore, the burden is upon the Plaintiff to prove their claim against the Defendant on the balance of probability. Likewise, the Defendant is also imposed upon them the burden to prove their counterclaim against the Plaintiff on the balance of probability. Whether the Budget is global or otherwise?

The Plaintiff submitted that the Budget of RM2,400,804.00 was of a global budget for them to administer, manage and organize the Tournament.

However, the Defendant argued that parties had agreed that only the expenses as expressly itemized or identified in the Appendix of the Agreement was contractually reimbursable by the Defendant and that the Plaintiff only had the maximum budget for each such individual expenses item as capped by the Appendix, plus a 10% contingency.

The Defendant further submitted that in the event the Plaintiff incurred expenses above such individual cap, such additional expenses are to be borne by the Plaintiff. However, if the Plaintiff spent less than each cap, the Plaintiff is to refund the corresponding savings from any of the Advance already paid by the Defendant.

Unfortunately, I find that the Defendant’s contention is untenable and without any evidential support.

The law on interpretation of commercial contract is well settled. I refer to the case of Berjaya Times Squares Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v. M Concept Sdn Bhd [2010] 1 MLJ 597 where the Federal Court held: “Here it is important to bear in mind that a contract is to be interpreted in accordance with the following guidelines. First, a court interpreting a private contract is not confined to the four corners of the document. It is entitled to look at the factual matrix forming the background to the transaction. Second, the factual matrix which forms the background to the transaction includes all material that was reasonably available to the parties. Third, the interpreting court must disregard any part of the background that is declaratory of subjective intent only. Lastly, the court should adopt an objective approach when interpreting a private contract. See Investors Compensation Scheme Ltd v West Bromwich Building Society Investors Compensation Scheme Ltd v Hopkins & Sons (a firm) & Ors Alford v West Bromwich Building Society & Ors Armitage v West Bromwich Building Society & Ors [1998] 1 All ER 98. As Lord Clyde said in Bank of Credit and Commerce International SA (in liquidation) v Ali & Ors [2001] 2 WLR 735: The knowledge reasonably available to them (that is to say the parties to the contract) must include matters of law as well as matters of fact. The problem is not resolved by asking the parties what they thought they intended. It is the imputed intention of the parties that the court is concerned to ascertain. The parties may well have never applied their minds to the particular eventuality which has subsequently arisen, so that they may never in fact have had any conscious intention in relation to that eventuality. It is an objective approach which is required and a solution should be found which is both reasonable and realistic. The meaning of the agreement is to be discovered from the words which they have used read in the context of the circumstances in which they made the agreement. The exercise is not one where there are strict rules, but one where the solution is to be found by considering the language used by the parties against the background of the surrounding circumstances.”. [Emphasis added]

In interpreting a commercial contract, the subjective interpretation of parties is immaterial. Instead, the contract must be interpreted based on an objective reading, and the reading which accords with commercial sensibilities or one which would be so construed by a commercial person will be preferred.

Looking at the Agreement itself, nowhere does it state that the Budget is subject to any particular itemization or cap as alleged by the Defendant.

I refer to Clause 4 of the Agreement as follows: “4 Airmarine’s Obligations

4.1 In consideration of the Services to be rendered by ProEvents under this Agreement, Airmarine agrees to pay to ProEvents; a) a fee of Ringgit Malaysia Three Hundred and Fifty Thousand (RM350,000.00) only (“the Fee”); b) any other expenses mutually agreed by the Parties including technical cost, travel and accommodation for the Teams, other third party costs and expenses incurred or to be incurred by ProEvents directly for the organisation of the Tournament subject to always ProEvents providing Airmarine supporting documentary evidence (such as original receipts and the relevant Delivery Orders, Purchase Orders and/or Invoices) of such Expenses (“Expenses”); and …”.

I further refer to Clause 4.4 of the Agreement which provides that the Defendant agreed to pay the Plaintiff an advance of RM2,400,804.00 to defray the cost of the Expenses.

Next, Clause 4.5 of the Agreement provides that in the event the Plaintiff surpassed the Budget plus contingency of 10%, the Plaintiff would have to bear such expenses.

Lastly, I refer to Clause 4.6 of the Agreement where it says that the Plaintiff should provide the Defendant with the reports of such expenses within two (2) weeks after the end of the Tournament. The parties should then conclude the necessary reconciliation of the Budget and the final agreed Expenses.

Based on the reading of the above terms, I am of the opinion that it is the intention of parties that the expenses and/or budget shall be the global agreed budget or total cap for all the expenses to be incurred and the expenses shall remain non-exhaustive, and it shall only be finally and mutually agreed or reconciled at the conclusion of the Tournament. Nowhere in the Agreement has stated the allegation made by the Defendant that the expenses as expressly itemized or identified in the Appendix of the Agreement was contractually reimbursable by the Defendant and that the Plaintiff only had the maximum budget for each such individual expenses item as capped by the Appendix, plus a 10% contingency. \

This can be further supported by looking at the Witness Statement of Plaintiff’s Finance and Administration Manager, PW2 and who was responsible for drafting the Appendix in the Agreement.

At Q&A No. 7 – 8 of the Witness Statement by PW2, PW2 explained that the initial draft budget was only an estimation of the expenses that were likely to be incurred in organizing the Tournament. The draft budget was forwarded to the Defendant to agree and commit to an upfront payment to the Plaintiff to defray the expenses to manage and organize the Tournament.

Upon receiving the draft budget, DW2 who is a Vice President of Finance of the Defendant had requested on few occasions via emails for the Plaintiff to revise the total budget, from RM2,000,000.00 (Refer Bundle B1, Page 30) to RM2,200,000.00 (Refer Bundle B1, Page 46) and finally agreed at RM2,400,804.00 which then be part of the Appendix under the Agreement.

Based on the evidence above, it is also critical to note that the Defendant’s request for revision of the budget was not concerned to any individual item in the budget, rather the Defendant concerns with the overall figure of the budget.

This is consistent with the contention that the purpose of the Appendix in the Agreement was solely to determine the required Advance to be made by the Defendant under the Agreement and was never intended to act as a shackle on the types and individual cap of each expenditure.

During cross-examination, DW2 also agreed that it was common for unanticipated matters to happen in such event as the Tournament as follows: Now, it is quite common right for such event here for [there] to be unanticipated matters to happen, agree? Yes. And in fact even in this specific Tournament itself, there were quite a number of unanticipated matters for example sudden change in participant in the match? Yes. This would also have resulted in a change of the air fare. Obviously, if a different country comes with different air fares involve? But You must Mr Li just try to answer my question so that we can move on faster. Yes. This would obviously have a corresponding change in the budgeting, for the air fare? Yes. And of course different team, different number of people will affect the budgeting for the hotel as well, just a common logic? Yes. Your food and your associated security, I mean all of these just move around, agree? Yes.”.

Therefore, it was neither possible nor commercially reasonable to expect a party to be strictly bound by the identified estimates in the Appendix.

Furthermore, I find that the Defendant’s contention on the issue pertaining to the Budget is an afterthought. Having perused the evidence presented before me, I find that the issue was not raised by the Defendant until six (6) months after the Tournament was completed.

The Tournament was completed on 23.03.2019. On 25.04.2019 & 06.05.2019, PW2 emailed to the Defendant the full details with all supporting documents of all Expenses incurred for the Tournament.

On 25.04.2019 and 02.05.2019, the Plaintiff demanded for the Defendant’s payment of the balance of RM200,000.00 as per the Agreement and the sum of RM350,000.00 in respect of the Plaintiff’s professional fees.

On 14.05.2019, the Defendant responded with some queries in respect of the details of the Expenses. The Plaintiff then responded to clarify, with supporting documents on 16.05.2019.

On 27.05.2019 and 10.06.2019, the Plaintiff issued further reminders for the above payment.

On 09.07.2019, there was a meeting between the parties. However, the issue was never raised by the Defendant.

On 16.07.2019, the Plaintiff issued yet another request for payment.

On 01.10.2019, the Plaintiff, through its solicitors, issued a formal demand for payment of the sum of RM750,000.00.

On 17.10.2019, the Defendant, through its solicitors and in reply to the Plaintiff’s demand on 01.10.2019 raised for the very first time that the Plaintiff had exceeded the agreed budget and was required to refund such funds so exceeded and such sums the Plaintiff had saved.

Based on the timeline above, I am of the opinion that the Defendant had the opportunity to raise the issue pertaining to the Budget much earlier through correspondences, or when the parties had a meeting to discuss the above issue. However, it was never done by the Defendant. Therefore, I find that the Defendant’s contention is an afterthought.

For the above reasons, I allow the Plaintiff’s claim of RM750,000.00 against the Defendant. Defendant’s Counterclaim Whether the Plaintiff had breached the Agreement?

The Defendant in its counterclaim alleged that the Plaintiff had breached the Agreement and neglected in exercising reasonable skill, care and diligence in administering, managing and/or organizing the Tournament which the Defendant alleged, have damaged its reputation.

The Defendant alleged that the Plaintiff: i. failed to use best endeavours to procure local sponsors for the Tournament; ii. allowed third parties to display their advertisement on the perimeter display board at the Tournament; iii. did not obtain Defendant’s approval in respect of promotional material, text or press releases or communications published in the media and giving out free tickets to local medias; iv. failed to organise and produce extensive public relation promotions for the Tournament; v. failed to assist the Defendant in ticket sales and marketing strategy and/or advice Defendant on ticketing policies and pricing; vi. failed to undertake any counter-measures to overcome negative media coverage of the Tournament; and vii. failed to provide to the Defendant fortnightly reports of the Expenses.

During the trial, I find that all the above allegations have been successfully rebutted by PW1 and the Defendant had failed to provide any evidence proving or justifying its allegations against the Plaintiff.

Furthermore, it was admitted by Defendant’s Managing Director, DW3, that all of these complaints were not the main issue the Defendant had. Instead, it was the low live spectator attendance that remains the main concern of the Defendant.

I refer to the cross-examination of DW3 as follows: “PC Okay, fine. I don’t agree with that but I’ll take that and so that we can move on. Look at Q&A9 of your witness statement, page 4. Just take one minute to just very quickly look at your own answer there. From my understanding, I think that this is Airmarine’s real complaint here. It’s the allegation of low … spectator turnouts. Would you agree with me on that? Yes Which you say resulted in the tarnishing of Airmarine’s reputation. Correct? Most certainly. And which you say also cause embarrassment to Airmarine, in your words, due to all the grave, negative coverage, what is reported in local social media. Can you just confirm that for me? Most certainly. … So lets assume we got 90,000 turn out. We wouldn’t be here in Court today? I would agree to that. Let me put it this way, if all things remained the same, except for the fact that on the day of the match itself, there were 90,000 live spectators, we would not be here in Court today? I agree to that.

As I explained earlier, the Defendant had failed to put forward any evidence to support its allegation that the Plaintiff had breached and/or neglected in its duty in organising the Tournament.

Unfortunately, the Defendant’s most concerning issue as candidly admitted by DW3, namely, the low live spectator, was never the case here. Such issue was never pleaded by the Defendant in their counterclaim.

Furthermore, I find that the Agreement did not set out any minimum requirements insofar as the target of live spectators is concerned.

As the Plaintiff had rightfully fulfilled their obligations under the Agreement and the Defendant had failed to prove otherwise, it is therefore too remote for the Defendant to impose such liability for the alleged reputational loss on the Plaintiff.

On the same note, since the Defendant alleged that the Plaintiff had neglected in exercising reasonable skill, care and diligence in administering, managing and/or organising the Tournament, the burden is therefore imposed upon the Defendant to establish that the Plaintiff had indeed breach the standard of care.

I refer to the case of Shearn Delamore & Co v. Sadacharamani A/L Gocindasamy [2017] 2 MLJ 486 where the Court of Appeal held: “[13] We have read the appeal record and the submission of the learned counsel. After much consideration to the submissions of the learned counsel for the respondent, we take the view that the appeal must be allowed in limine. Our reasons, inter alia, are as follows:

it is well settled that in professional negligence, the burden is on the plaintiff to establish the standard of care has been breached before the defendant is required to call his witness to rebut the same (see Dato’ Dr V Thuraisingam & Anor v Sanmarkan a/l Ganapathy & Anor [2016] 3 MLJ 227; [2015] 8 CLJ 248); [2017] 1 MLJ 486 at 498)

in Shalini a/p Kanagaratnam v Pusat Perubatan Universiti Malaya (formerly known as University Hospital) & Anor [2016] 3 MLJ 742; [2016] 6 CLJ 225, the coram consisting of Hamid Sultan bin Abu Backer JCA, Badariah bt Sahamid JCA and Abdul Rahman bin Sebli JCA on this issue had this to say:

In cases of professional negligence and/or medical negligence, the appellant has to prove that there was:

duty of care; (ii) breach of standard of care; (iii) breach of duty of care; and

(iv) the breach caused the damages. Therefore, the appellant had to lead evidence to show that the standard of care had been breached. The doctrine of res ipsa loquitur will not ordinarily apply as the appellant will have to discharge the legal burden. Only after the legal burden has been discharged, the respondents have to satisfy that the legal duty was not breached. (para 9) …

The instant case is one of finding of facts. It is abundantly clear that the appellant had not proved the case according to law. The appellant attempting to rely on the principles on res ipsa loquitur in medical negligence without citing authorities stands as a ‘misconceived submission’ and if the argument is given judicial recognition, the jurisprudence relating to medical negligence will be placed in the same footing as road traffic accident cases, demolishing well-established cases relating to ‘standard of care’ and proof thereof. (para 14)

Again, the Defendant had failed to plead or led any evidence in respect of alleged breach of standard of care by the Plaintiff in administering, managing and/or organising the Tournament.

For the above reasons, I dismiss the Defendant’s counterclaim. The Defendant is not entitled to Heads of Damages 59. Notwithstanding the above, I also find that the Defendant is not entitled to any of the heads of damages the Defendant is claiming for in their counterclaim.

Firstly, the Defendant is claiming for an order that the Plaintiff provide an account of all revenue received from the said Tournament.

The law is settled that a remedy of account can only be ordered where there has been an abuse of a fiduciary position between the parties [Refer Maraputra v. Kumagai Gumi [2000] 2 CLJ 311].

However, that is not the Defendant’s pleaded case here. For that reason alone, I find that the Defendant is not entitled to the remedy of account.

Secondly, the Defendant seek for a full refund of the entire Advance it paid for the Tournament. In other words, the Defendant is seeking for a rescission of the Agreement and to be restored to its original position prior to the Agreement.

Unfortunately, this not the Defendant’s pleaded case to begin with. In any event, the law is settled that insofar as a private contract is concerned, without there being any allegations of fraud or misrepresentation, a contract can only be rescinded when there has been a total failure of consideration. The test is whether the party in default has failed to perform his promise in its entirety [Refer Berjaya Times Square Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v. M Concept Sdn Bhd [2010] 1 MLJ 597].

It has never been the Defendant’s case that there was a complete failure of performance or consideration on the part of the Plaintiff. Therefore, I find that there is no basis too for this claim.

Hencefore, the Defendant’s counterclaim is dismissed in total. C. Conclusion 67. To sum up, I find that the Plaintiff had successfully established its claim against the Defendant. Based on the interpretation of the Agreement and supported by the conduct of the parties, I find that the Budget as per the Appendix in the Agreement are to be considered global budget and not otherwise. Therefore, the Plaintiff is entitled to RM750,000.00 which is to be paid by the Defendant.

I allow the Plaintiff’s claim against the Defendant and subsequently dismiss the Defendant’s counterclaim against the Plaintiff. I allow an interest over RM750,000.00 at the rate of 5% per annum from 24.10.2019 until the date of this judgment to be paid by the Defendant to the Plaintiff.

I also award the judgment interest over RM750,000.00 at the rate of 5% per annum from the date of this judgment until full satisfaction of this judgment.

Lastly, I award the Plaintiff another RM40,000.00 as the cost for this case. Dated: 18th August, 2025 DR. JOHN LEE KIEN HOW @ MOHD JOHAN LEE JUDGE HIGH COURT OF MALAYA ALOR SETAR For The Plaintiff : Tan Shang Neng, Siew Jun Sheng & Ricci Oly Ting (Pic) Messrs. Tan Shang Neng Advocates & Solicitors For The Defendant : Subramaniyan A. Nambiar Messrs. Subramaniyan Advocates & Solicitors Table of Authorities Cases Bank of Credit and Commerce International SA (in liquidation) v Ali & Ors [2001] 2 WLR 735 Berjaya Times Square Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v. M Concept Sdn Bhd [2010] 1 MLJ 597 Berjaya Times Squares Sdn Bhd (formerly known as Berjaya Ditan Sdn Bhd) v. M Concept Sdn Bhd [2010] 1 MLJ 597 Dato’ Dr V Thuraisingam & Anor v Sanmarkan a/l Ganapathy & Anor [2016] 3 MLJ 227; [2015] 8 CLJ 248); [2017] 1 MLJ 486 Inas Faiqah Helmi (A Child Suing Through Her Father and Next Friend; Mohd Helmi Abdul Aziz) v. Kerajaan Malaysia & Ors [2016] 2 CLJ 885 Investors Compensation Scheme Ltd v West Bromwich Building Society Investors Compensation Scheme Ltd v Hopkins & Sons (a firm) & Ors Alford v West Bromwich Building Society & Ors Armitage v West Bromwich Building Society & Ors [1998] 1 All ER 98 Maraputra v. Kumagai Gumi [2000] 2 CLJ 311 Shalini a/p Kanagaratnam v Pusat Perubatan Universiti Malaya (formerly known as University Hospital) & Anor [2016] 3 MLJ 742; [2016] 6 CLJ 225 Shearn Delamore & Co v. Sadacharamani A/L Gocindasamy [2017] 2 MLJ 486