Skytech Synergy Sdn Bhd v Low Hui Ping (JA-12ANCvC-15-07/2024)

LOW HUI PING …DEFENDANTS 760608-01-7030 2. LOW HUI PING 760608-01-7030 [In Capacity As A Chairman Of Persatuan Penduduk Taman Bukit Indah 10 (Biz 10) Johor Bahru (Reg. No.: PPM-037-01- 28122017)] GROUNDS OF JUDGEMENT

This is an appeal arising from the decision of this Court given on 17.1.2025, in dismissing the Appellant/Plaintiff’s appeal and maintaining the order of the Session Court allowing the 1st Respondent/1st Defendant’s application in enclosure 16 to strike out the Writ of Summon and the Statement of Claim of the 08/07/2025 16:55:39 JA-12ANCvC-15-07/2024 Kand. 21 Appellant/Plaintiff against D1. The order by the Session Court given on 27.6.2024, was pursuant to O18 R19 and/or O92 R4 of the Rules of Court 2012.

The Appellant via its affidavit in reply (“AIR”) deposed by one of its Directors, did not dispute the fact that D1 is the Chairman and president of the Management Committee with D2 stated in the Statement of Claim to be an association with the address at 46, Jalan Indah 10/11, Taman Bukit Indah, 81200 Johor Bahru. The issue is whether a quotation for a project worth RM438,385.00 was signed by D1 in her own personal capacity or acting on behalf of D2, thus making D1 jointly liable.

The quotation (see: it begins from page 13 to 17 pdf enclosure 6 Record of Appeal) was for a project situated at the housing area of Zone 10 Taman Bukit Indah. It is a place of residence and community managed by property manager IPPMC. The quotation carries “Persatuan Penduduk Taman Bukit Indah Zone 10” title. Amongst others it contains description of work for installation of DB Box for Guard House, installation of direct point and cable for barrier gate, card reader.

According to the Plaintiff/Appellant’s AIR, IPPMC took the instructions from D1 to provide for the said quote and that D1 signed the quotation in her own personal capacity. Yet, the AIR acknowledged that IPPMC managed the place according to the requirements of the Management Committee D2. Interestingly, the Plaintiff/appellant’s AIR although contended that D1 signed the quotation in her personal capacity, the quotation was issued by the Plaintiff to D2.

Arising from D1’s signing the quotation contended by the Plaintiff/Appellant in her personal capacity (as there was absence of D2’s stamp or seal on the said quotation), D1 must be held liable personally. Despite this contention, Plaintiff/Appellant in the AIR mooted for the need by both D1 and D2 as both being parties to the agreement, to be jointly and severally liable for the outstanding debts.

Yet, it was also the Plaintiff/Appellant’s deposition that progress bills were issued to D2 and D2 had paid some of the outstanding bills. A Notice of Demand (“NOD”) was issued demanding payment from D2 which was courier to D2, written for D1’s attention. The acknowledgment of receipt of the NOD was by D2. There were some outstanding sums paid by D2 up to April 2023 but Plaintiff/Appellant deposed that D2 had not made any payment after April 2023.

With this failure, the Plaintiff/Appellant instructed their solicitors to proceed with filing of their claim for the said outstanding sum, in Court naming D1 and D2 in the Writ of Summon and Statement of Claim (“SOC”). It is important to highlight that service of the said summon on each Defendant was made by way of A.R. registered, duly received by each Defendant’s authorized representative, Yee Jian En and Chong Yeong Soon respectively. This goes to show D1 and D2 have different addresses and different person acting for the Defendants respectively

With the Writ and SOC contended by the Plaintiff/Appellant to have been served on D1 and D2, in the absence of appearance filed, a Judgment in Default of Appearance (“JID”) was obtained against both D1 and D2. As there was none compliance with the said JID, bankruptcy proceeding was initiated, against D1.

It is important to highlight that in refuting this application in enclosure 16 filed by D1, the Plaintiff/Appellant in his AIR deposed as follows (see: (para 17 AIR): i. that the suit must proceed with a full trial to enable the trial Court to determine points on whether D1 had signed the quotation in her personal capacity but also together with D2 to give rise to both being jointly and severally liable towards settlement of the outstanding debt; ii. if there was proof either in the form of resolution from the residence approving the said project, minutes of management meeting presented to the representatives of the Plaintiff at the time of signing of the quotation by D1; and iii. whether D1 signed the quotation in her personal capacity without authorization from the management committee resulting in D1 personally liable to settle the outstanding debt if D2 fail to pay the said sum to the Plaintiff.

The invoices for the work done as highlighted in para 6 above, were issued to D2 and addressed to the said association (D2 having a different address than D1 as registered with the Registrar of Societies). It contained statement of work done pertaining to the security system, electrical works and G.I fencing work at the said Taman Bukit Indah. Therefore, the invoices were issued to the society with endorsement receipt and stamp by the said society in one of the invoices (see: page 23 pdf of enclosure 6).

As a matter of fact, D1 was also sued as D2 in his capacity as Chairman of the said society of Taman Bukit Indah residence. The law recognizes the distinction pertaining to the capacity of D1 as an individual and D2 being Chairman of the society as it centers on the doctrine of privity of contract before one can be said to be accountable to fulfil the obligations under the contract. This is further fortified by the fact that payment was in fact made by “Persatuan Penduduk Taman Bukit Indah 10” as shown in the fund transfer by Public Bank with “sender name” as the said society (see: page 24 pdf enclosure 6).

This Court agrees with the submission by the Respondent in relying on the case of Messrs Shahinuddin & Ranjit v Ravichanthiran Ganesan [2020] CLJU 1165 which states as follows: “[35] The doctrine of privity of contract is a common law principle which provides that a contract cannot confer rights or impose obligations upon any person who is not a party to the contract”.

In addition, section 9(c) of the Societies Act 1966 is of relevance when it emphasizes the legal capacity of a society by stating as follows: “The following provisions shall apply to registered societies:

a society may sue or be sued in the name of such one of its members as shall be declared to the Registrar and registered by him as the public officer of the society for that purpose, and if no such person is registered, it shall be competent for any person having a claim or demand against the society to sue the society in the name of any office-bearer of the society”.

The Plaintiff as highlighted in para 9 above, was uncertain itself as to the legal capacity or position of D1 when signing the quotation, despite having filed this suit. Instead Plaintiff had moved for this suit to proceed with a full trial to ascertain this. This court is of the view, this is unnecessary as the facts have indicated otherwise.

For these reasons, the learned trial Judge came to the correct conclusion that D1 did not sign the quotation in her personal capacity but as chairman D2 of the Taman Bukit Indah residence society. Having arrived at this conclusion, enclosure 16 was allowed by the learned trial Judge by ruling that the Plaintiff/Appellant has no cause of action against D1. The Writ of Summon and Statement of Claim against D1 was set aside. Dated: 8 July 2025 (Nurulhuda Nur’aini Binti Mohamad Nor) Hakim Mahkamah Tinggi Malaya Johor Bahru Johor Darul Ta’zim Solicitors For The Plaintiff : Poh Chee Seng Messrs Benjamin Poh Law Office No. 4-01 Jalan Rosmerah 2/13 Taman Johor Jaya 81100 Johor Bahru Johor Solicitors For The Respondent : Freda Josephine Gonzales Messrs Ang Chambers No. 01-03 Jalan Bukit Impian Emas 18/5 Taman Bukit Impian 81300 Skudai