Syruz Corporation Sdn Bhd v Kerajaan Malaysia (WA-21NCvC-71-10/2024)

In accordance with the National Service Training Act 2003 (Act 628), the Government of Malaysia implemented the National Service Training Programme as the country's national service programme. The programme is also referred to as 'Program Latihan Khidmat Negara' ("PLKN").

The first phase of its implementation took place from February 2004 to August 2014 and aimed to empower youths aged 18 with a sense of patriotism and devotion to the nation, foster unity among the country's multi-racial communities, promote a sense of volunteerism and caring among society and encourage the younger generation to have good values and develop positive characteristics.

The PLKN was temporarily suspended following the $ 1 4^{th} $ General Election, which resulted in a change of Federal Government.

An action such as this was brought about by such a development.

More precisely, this action aims to recover damages from the defendant for its alleged wrongful termination of the National Service Training Programme ("PLKN") contract dated 23 September 2014 ("Main Contract"), a contract entered into by the defendant with the plaintiff.

The plaintiff is a former operator of the PLKN, and the defendant is the Government of Malaysia.

A service provider for PLKN since its inception, the plaintiff entered into various contracts between 2004 and 2013 to operate as a camp operator for the defendant.

To operate the PLKN camp located at Pulau Pinang ("plaintiff's camp"), the plaintiff signed individual contracts with the defendant.

As indicated earlier, the Main Contract was signed between the parties on 23 September 2014.

This contract was for a period of three (3) years from 1 January 2014 to 31 December 2016, with an option for a further two years.

As part of the Main Contract, the following Services A and B will be provided:

To fulfil Service A, the plaintiff had to arrange for the rental of infrastructure facilities, buildings, training elements, gear, and instruments.

In Service B, the plaintiff was required to provide meals for trainees and government employees in accordance with the specifications of the Main Contract. [12] A monthly rental payment would be made by the defendant to the plaintiff for the provision of Service A. [13] There was, however, a temporary suspension of the PLKN between 1 March 2015 and 31 December 2015. [14] This was followed by the plaintiff entering into an interim supplementary contract with the defendant for a similar period of 1 March 2015 to 31 December 2015. [15] Instead of providing Service A and Service B during this period, the plaintiff was required to provide an administrative office, logistics store, treatment room, and residences for the Commandant, Deputy Commandant and trainers for the duration of the suspension, and received RM70,000.00 a month in compensation. [16] Subsequently, three extensions of the Main Contract were made.

In the first supplementary contract dated 1 January 2016, the Main Contract was extended from 1 January 2016 to 31 December 2020.

The second supplementary contract was signed on 7 April 2017, extending the Main Contract from 1 January 2017 to 31 December 2020; and

The third supplementary contract dated 1 January 2018, which extended the Main Contract from 1 January 2018 to 31 December 2020. [17] Nevertheless, the defendant terminated the Main Contract via letter dated 3 September 2018 ("termination"). Court's analysis and findings [18] There is a dispute over the interpretation of the Main Contract, specifically Clause 36. The defendant is using this clause to terminate the contract, thus causing the plaintiff to file this action. [19] In this regard, the defendant alleges that the Main Contract has been terminated pursuant to Clause 36, which is reproduced below:

1 Tidak tertakluk kepada mana-mana peruntukan dalam Kontrak ini, KERAJAAN berhak menamatkan Kontrak ini pada bila-bila masa dengan memberi notis bertulis tidak kurang daripada tiga puluh (30) hari kepada KONTRAKTOR (tanpa perlu memberi apa-apa sebab) sekiranya KERAJAAN berpendapat penamatan itu perlu dilaksanakan atas kepentingan negara, kepentingan keselamatan negara atau bagi tujuan polisi KERAJAAN atau polisi awam.

2 Bagi maksud klausa ini, perkara yang berjumlah kepada "kepentingan negara", "kepentingan keselamatan negara", "polisi KERAJAAN" dan "polisi awam" hendaklah diputuskan oleh KERAJAAN sahaja dan keputusan itu adalah muktamad dan tidak boleh dicabar.

3 Pihak-Pihak bersetuju bahawa KONTRAKTOR tidak berhak untuk menuntut sebarang kerugian termasuk kehilangan perolehan pendapatan, pampasan, tuntutan, gantirugi atau sebagainya atas penamatan Kontrak ini. [20] In the next step, I will examine the claims made by the plaintiff. [21] As a basis for its case, the plaintiff argues that the defendant has failed to prove that the Main Contract was terminated in accordance with Clause 36, thereby making such termination unlawful. Hence, as indicated earlier, the dispute centres around the Main Contract, particularly its Clause 36. [22] In support of its contentions, the plaintiff argues that Clause 36.3 of the Main Contract is void under s.29 of the Contracts Act 1950. [23] On this point, I pause here to observe that as it appears to me, this Clause 36 is an absolute restriction preventing the plaintiff from seeking remedies against the defendant for the termination of the Main Contract, especially because it was alleged to have been effected illegally in this case. [24] Besides that, however, there are more aspects to this from the perspective of the plaintiff. A significant result of this, according to the plaintiff, was unequal bargaining power, which was a breach of public policy. Compared to the plaintiff, a private service provider, the defendant, the Government of Malaysia, has significant bargaining power. Due to this, it would be unfair for the plaintiff to be forced to accept the terms without the right to complain or negotiate. This is especially true when the plaintiff had already expended high costs and was economically locked into the contract, making it impossible to walk away from the unfavourable terms. [25] In this regard, the plaintiff argues that it was compelled to execute the Main Contract under time pressure after having committed significant resources, leaving no meaningful opportunity for negotiation. This is because the plaintiff was required to execute the 2013 letter of acceptance by performing Service A and Service B even before the Main Contract was signed. Otherwise, the plaintiff claims it would not have been allowed to continue performing the relevant services for the defendant. As a result, the plaintiff further argues that it had already expended significant funds to provide Service A and Service B by the time the Main Contract was issued to the plaintiff for execution. In consequence, the plaintiff was unable to negotiate all the individual terms in the Main Contract, especially Clause 36, which was not included in any of the earlier contracts it had signed, to its detriment. [26] It is therefore the plaintiff's case that the defendant's reliance on Clause 36 to terminate the Main Contract and avoid liability is unconscionable and should not be upheld by this court. [27] On the other hand, the defendant argues that both parties agreed to the terms of the Main Contract. The parties were aware of the contract's terms and the implications of each clause before entering into the Main Contract. This means that the plaintiff cannot now challenge the legality of the Main Contract, which was mutually agreed to. [28] To be more precise, the defendant contends that both parties knew and understood the existence and effect of Clause 36 of the Main Contract in the present case. As opposed to generating commercial benefits for the defendant, the purpose of this contract was to contribute to the development of the moral character of younger generations. Thus, Clause 36 was introduced to allow the defendant to unilaterally terminate the contract. It is therefore paramount to determine the intention of the parties as clearly expressed within the contract's clauses when interpreting any agreement. This intention, according to the defendant, is reflected in all agreed terms and cannot be interpreted selectively or separately. [29] As a further bolster to its arguments, the defendant asserts that Clause 36 makes it clear that the Main Contract can be terminated by the defendant for reasons of national interest. If this happens, a letter of termination can be issued to terminate the Main Contract. In this instance, it is solely up to the defendant to determine what constitutes a national interest when exercising the necessity to terminate. Accordingly, since Clause 36 is clear and unambiguous, the defendant argues that it did not violate s. 29 of the Contracts Act 1950. [30] To deal with this issue, I must first examine s.29 of the Contracts Act 1950 and apply it to Clause 36 of the Main Contract. [31] As a starting point, s. 29 of the Contracts Act 1950 declares that any agreement that absolutely prevents a party from enforcing his rights under such a contract, or that limits the time within which they can do so, shall be void to that extent. [32] Section 29 is reproduced here for completeness: Agreements in restraint of legal proceedings void

Every agreement, by which any party thereto is restricted absolutely from enforcing his rights under or in respect of any contract, by the usual legal proceedings in the ordinary tribunals, or which limits the time within which he may thus enforce his rights, is void to that extent. Saving of contract to refer to arbitration dispute that may arise Exception 1-This section shall not render illegal a contract by which two or more persons agree that any dispute which may arise between them in respect of any subject or class of subjects shall be referred to arbitration, and that only the amount awarded in the arbitration shall be recoverable in respect of the dispute so referred. Saving of contract to refer questions that have already arisen Exception 2—Nor shall this section render illegal any contract in writing, by which two or more persons agree to refer to arbitration any question between them which has already arisen, or affect any law as to references to arbitration. Exception 3—Nor shall this section render illegal any contract in writing between the Government and any person with respect to an award of a scholarship by the Government wherein it is provided that the discretion exercised by the Government under that contract shall be final and conclusive and shall not be questioned by any court. In this exception, the expression "scholarship" includes any bursary to be awarded or tuition or examination fees to be defrayed by the Government and the expression "Government" includes the Government of a State. [33] In light of the parameters set out in s.29 of the Contracts Act 1950, I will now examine whether Clause 36 of the Main Contract is subject to it. [34] Taking a legal perspective on this issue, I am aware that it is simply a matter of pure construction as to whether any clause in a contract offends s.29 of the Contracts Act 1950. Basically, a contract's terms must express the parties' intention in the most clear and unambiguous manner, so that a reading of the same would be able to identify the natural and ordinary meaning of the contract almost instantly. Consequently, the court has no power to improve the instrument that it is asked to construct or to read something between the lines to give effect to something that does not exist. [35] Having read the terms of Clause 36 of the Main Contract in this regard, my judgment is that Clause 36 expresses specifically in its natural and ordinary meaning that the defendant may terminate the contract by giving 30 days' notice without having to provide any reasons if the defendant is of the opinion that termination is necessary because of national interest, national security, government policy or public policy. This shall be an absolute termination without any right of challenge by the plaintiff. A further point that has been made crystal clear is that no damages or losses can be claimed as a consequence. [36] As well as this, this matter has been resolved by the Court of Appeal's decision in Kerajaan Malaysia v PDS Training Camp Sdn Bhd & Another Appeal [2024] 6 MLJ 196, which held that Clause 36 of the PLKN contract in that case did not violate s. 29 of the Contracts Act 1950. His Lordship Lim Chong Fong JCA made the following extensive observations at pp 203, 204, 216-219: [10] It is provided as follows in cl 36 of the contract: (36.1) Tidak tertakluk kepada mana-mana peruntukan dalam Kontrak ini, KERAJAAN berhak menamatkan Kontrak ini pada bila-bila masa dengan memberikan notis bertulis tidak kurang daripada tiga puluh (30) hari kepada KONTRAKTOR (tanpa memberi apa-apa sebab) sekiranya kerajaan berpendapat penamatan itu perlu dilaksanakan atas kepentingan negara keselamatan negara atau bagi tujuan polisi kerajaan atau polisi awam. (36.2) Bagi maksud klausa ini, perkara yang berjumlah kepada 'kepentingan negara', 'kepentingan keselamatan negara', 'polisi kerajaan' dan 'polisi awam' hendaklah diputuskan oleh KERAJAAN sahaja dan keputusan itu adalan muktamad dan tidak boleh dicabar. (36.3) Pihak-pihak bersetuju bahawa KONTRAKTOR tidak berhak untuk menuntut sebarang kerugian termasuk kehilangan perolehan pendapatan, pampasan, tuntutan, gantirugi atau sebagainya atas penamatan Kontrak itu. Which is translated as follows: (36.1) Notwithstanding any provision of this Contract, the GOVERNMENT may terminate this Contract by giving not less than thirty (30) days written notice to that effect to the contractor (without any obligation to give any reason thereof) if the GOVERNMENT considers that such termination s necessary for national interest, national policy or national security. (36.2) For the purpose of this clause, what constitutes 'national interest', 'national policy' and 'national security' shall be solely made and determined by the GOVERNMENT and such determination shall for all intent and purposes be final and conclusive and shall not be open to any challenge whatsoever. (36.3) The parties agree that the CONTRACTOR shall not be entitled to claim for any losses including loss of income, compensation, claim, damages or the like by reason of the termination of the contract. [28] In this respect, we noticed two obvious dissimilarity between the facts here and those in the CIMB case. [29] Firstly, the contract here involves the Federal Government and a private entity, whereas the CIMB case involved two private entitles. [30] Secondly, it must foremost be appreciated that cl 36 of the contract is a termination for convenience provision in the national interest and not a termination for default provision. The exclusion cl 36.3 here is triggered upon termination of the contract by the Federal Government without default, whereas the exclusion clause in the CIMB case was triggered due to the claim by the customer for default or breach on the part of the bank. [31] Consequently, we are not strictly bound by the CIMB case due to the principle of stare decisis. [32] Be that as it may, we observed that the Federal Court therein whilst dealing with cl 12 of the loan agreement construed that the clause absolutely restricted the plaintiff from enforcing his rights and remedies under the banking loan contract, which tantamounted to a clause that sought to oust the jurisdiction of the court; thereby violated s 29 of the Contracts Act 1950. [33] Upon our construction of cl 36.3 of the contract here, we do not find that all the plaintiff's rights and remedies have been absolutely restricted by the defendant's invocation of cl 36.1 of the contract. In this regard, the plaintiff is only disallowed from claiming loss and damage consequential to the termination of the contract, but not the contract consideration which has already accrued to the plaintiff up to the termination of the contract. As the result, we do not find that cl 36.3 of the contract infringes s 29 of the Contracts Act 1950. [34] Furthermore, we observed that the learned JC by following the CIMB case again, found it justified to strike down cl 36 of the contract because of unequal bargaining power between the parties here. [35] The contract in the CIMB case is a banking loan contract. It must be appreciated that, in such instances, it is the customer who bargains with the bank during the procurement of the loan, but the bank prevailed on its terms of the contract because of its stronger bargaining position. The position is quite different here. This is a services contract procured by the plaintiff on an open tender basis at the invitation of the defendant. The terms of the contract required by the defendant were made known to all tenderers prior to submission of tender. The plaintiff was at liberty not to bid if the requisite terms are unacceptable to the plaintiff. There is also no evidence that the plaintiff has sought to delete cl 36 of the contract at all material times. Factually, there was hence no bargaining here that attracted the notion of unequal bargaining power. [36] We are therefore of the view that the learned JC's reasoning in paras [61] to [63] of the GOJ is conjecture and accordingly unsustainable. [37] Consequently, we find that the learned JC made a serious misdirection and is plainly wrong by applying s 29 of the Contracts Act 1950 to invalidate cl 36 of the contract. Appellate intervention is thus justified. [38] That notwithstanding and for completeness, we find that the contract does not offend s 24 of the Contracts Act 1950, contrary to what was alluded by the plaintiff because we do not find the objects therein to be unlawful in any way. Moreover, we find and hold that the termination for convenience in the national interest without default provision in cl 36 of the contract is also not contrary to public policy. This is by reason that the plaintiff still has legal recourse if that termination provision has been used capriciously in bad faith; see Pembinaan Perwira Harta Sdn Bhd v Letrikon Jaya Bina Sdn Bhd [2013] 2 MLJ 620; [2013] 2 CLJ 437 (FC). Before us, we are satisfied from the evidence adduced that cl 36 of the contract has been invoked in the national interest, particularly due to the financial constraint faced by the defendant. The plaintiff however, has not made out a case that the usage of cl 36 of the contract by the defendant was improper and mala fide. [39] We are also supported by the decision of this court in the related case of Kerajaan Malaysia v Bagai Budi Sdn Bhd (Civil Appeal No W-01(NCVC)(W)-413-06 of 2022) (unreported) premised on similar facts. The broad grounds of decision therein read as follows: Kami mendapati hakim Mahkamah Tinggi telah terkhilaf dalam dapatan undang-undang bahawa klausa 36 dalam perjanjian adalah bercanggah dengan Perlembagaan Persekutuan dan Akta Kontrak 1950. Justeru pendapatan beliau bahawa ia tidak mengikat responden. Kami juga berpendapat bahawa hakim Mahkamah Tinggi telah terkhilaf apabila memutuskan ketidaksama rataan kuasa tawar-menawar, ia itu 'unequal bargaining power' antara perayu dan responden adalah satu pelanggaran hak kesama rataan dibawah Perlembagaan Persekutuan dan juga telah melanggar prinsip undang-undang kontrak. Kami dapati klausa 36 bukannya ultra vires ataupun bercanggah s 29 Akta Kontrak 1950. Perayu, iaitu Kerajaan Malaysia berhak untuk menanmatkan perjanjian dengan berikan notis 30 hari atas alasan kepentingan negara. Dalam kes ini setelah kerajaan berubah selepas pilihan raya 2018, kerajaan baru bertukar dasar dengan memasukkan program PLNK. Maka kami setuju dengan hujahan perayu bahawa atas perubahan dasar kerajaan ini. Perayu menggunakan klausa 36 untuk menamatkan perjanjian tersebut. Maka adalah jelas bahawa hakim Mahkamah Tinggi telah terkhilaf dalam dapatan beliau bahawa perjanjian dengan Perayu telah menyalahi undang-undang. Mengenai isu kuantum, kami setuju denagan hujahan perayu bahawa jumlah ganti rugi yang diberikan oleh Mahkamah Tinggi adalah tidak mengikut prinsip undang-undang. Hakim Mahkamah Tinggi telah terkhilaf membenarkan jumlah RM9,232,800 sebagai ganti rugi atas kos naik taraf dan jumlah RM11,042,523.22 sebagai kerugian kehilangan keuntungan untuk tempoh baki kontrak dari Oktober 2018 sehingga Disember

Mengikut undang-undang ganti rugi untuk pelanggaran kontrak hanya satu daripada jenis kerugian ini boleh dibuatkan. Lanjutnya kami berpendapat bahawa responden memang tidak layak menuntut ganti rugi ke atas kos naik taraf menurut peruntukkan kontrak. Berkenaan kerugian kehilangan keuntungan untuk tempoh baki kontrak dari Oktober 2018 sehingga Disember 2020. Kami bersetuju dengan hujahan perayu bahawa sekiranya responden berjaya membuktikan liabiliti maka mereka hanya boleh menuntut ganti rugi sebanyak RM1,489,353.60 sepertimana perkiraan dalam perenggan 50 ringkasan hujahan perayu. Memandangkan responden gagal buktikan liability, maka jumlah ini mereka tidak berhak menuntut. Maka kami dapati bahawa award ganti rugi yang dibenarkan oleh Mahkamah Tinggi adalah tidak mematuhi prinsip undang-undang dan daripada itu, hakim Mahkamah Tinggi telah terkhilaf. Maka secara keseluruhan, kami dapati rayuan ini mempunyai merit. Justeru, rayuan dibenarkan, dan perintah Mahkamah Tinggi diketepikan secara keseluruhan. Kos kepada perayu sebanyak RM30,000 di sini dan di bawah. [40] In summary, we find and hold that cl 36.1 of the contract has been lawfully exercised and the plaintiff's consequential claims are losses which are excluded by cl 36.3 of the contract. [37] Considering that the facts in Kerajaan Malaysia v PDS Training Camp Sdn Bhd (supra) are substantially similar to those before me, as both involve termination of a PLKN contract under Clause 36, this decision clearly binds this Court. [38] The same approach was also taken by the Court of Appeal in Suria Resorts Management Sdn Bhd v Kerajaan Malaysia [2025] 3 MLJ 95, also concerning the termination of PLKN's contract under Clause 36, which was not contrary to s. 29 of the Contracts Act 1950. [39] In light of this, I find that the plaintiff's argument that Clause 36 is void under s.29 of the Contracts Act 1950 lacks merit. [40] Having been found above that this Court does not agree with the plaintiff on the previous issue, the plaintiff's alternative arguments must now be considered. [41] In this regard, the plaintiff takes the position that even if Clause 36 is found to be valid, the termination of the Main Contract is unlawful since it was not based on any genuine "kepentingan negara". [42] Organising its arguments systematically, the plaintiff now claims that Clause 36 is a "termination for convenience clause" which is not immune to judicial scrutiny. According to the plaintiff, Clause 36 was also considered in Kerajaan Malaysia v PDS Training Camp Sdn Bhd (supra). In this case, which has been discussed earlier, the Court of Appeal declared that Clause 36 was a termination for convenience clause and not a termination for default. A termination for convenience clause, however, is not immune to judicial scrutiny, according to the Court of Appeal. [43] Having presented such a legal position, the plaintiff now asserts that Clause 36 must be interpreted as a termination for convenience provision, and that it cannot be construed as a carte blanche power to terminate without reason. It is therefore necessary for the Court to determine whether the termination was legitimate and justified. [44] As to this point, it is the plaintiff's opinion that the termination for convenience clause was not exercised in good faith or in the national interest. This is because the defendant has not met its evidential burden of showing such a purpose. In the present case, DW1 and DW2 are allegedly unable to explain the rationale or basis behind the purported 'kepentingan negara' used to justify termination. First, both witnesses confirmed that they were not members of the committee or body that terminated the contract. Here, the plaintiff claims that it would have been possible for the defendant to call the individual who approved the termination and chair the meeting that decided it. The fact that he was most directly involved and responsible for the termination makes it appropriate to draw an adverse inference under Section 114(g) of the Evidence Act 1950. This is why the plaintiff requested that the Court attach less weight to the testimony of DW1 and DW2, who were not involved in the decision-making process for the termination. [45] In addition, the plaintiff argues that the reasons stated by DW1 and DW2 for the termination were simply references to the government's election manifesto. In the plaintiff's view, this alone cannot be sufficient to constitute a policy change or "kepentingan negara". Since any alleged change in policy must be documented and have a rational basis, the defendant has not provided any supporting documentation. [46] A further confirmation of this position can be found in DW1's testimony, who admitted that the termination was solely based on the election manifesto of the then government, not on any detailed discussion or policy consideration. This, according to the plaintiff, strikes at the core of the plaintiff's case, since the termination was not based on "kepentingan negara" but was a political act without any substantive policy foundation. As a result, the presumption of national interest can be rebutted by evidence and subsequent conduct be the defendant. [47] In this regard, the plaintiff relies on the facts that there have been three (3) iterations of PLKN, namely PLKN 1.0, PLKN 2.0, and PLKN 3.0. At the time of the Main Contract's execution on 23 September 2014, PLKN was in its first iteration, namely PLKN 1.0. In March and December of 2015, PLKN 1.0 was abolished. The defendant then entered into the Interim Supplementary Contact with the plaintiff on 1 March 2015, following its decision to abolish PLKN 1.0. PLKN 2.0 was then implemented sometime in January 2016. Following this, the parties entered into the First Supplementary Contract on around 1 January 2016, extending the Main Contract through 31 December 2020. Afterwards, on or around 7 April 2017, the parties entered into the Second Supplementary Contract, which effectively extended the Main Contract until 31 December 2020. A Third Supplementary Contract was entered into by the parties on or around 1 January 2018, extending the Main Contract to 31 December 2020. The termination, however, occurred on or around 3 September 2018, as a result of the defendant's letter. A surprising development, however, was PLKN 3.0's implementation in 2025. [48] Thus, the plaintiff asserts forcefully that this evidence would have shown that the defendant recognised the plaintiff's services' utility and continuity in the past, despite its policy changes. Together with the subsequent reinstatement of PLKN 3.0, this illustrates clearly that the plaintiff's termination was an arbitrary and wrongful act under Clause 36. Therefore, the termination was not based on any detailed discussion or policy consideration, but rather was based solely on the election manifesto. It is not acceptable to accept this as a reason by the Court, according to the plaintiff. [49] The defendant, on the other hand, argues that such a termination may be carried out in the national interest and that the defendant has sole discretion in determining what constitutes a national interest. The defendant argues, therefore, that the plaintiff has the burden of showing that the termination was not based on a national interest. The plaintiff, unfortunately, does not provide any evidence that the termination was done for any reason other than a national interest. [50] However, contrary to the plaintiff's position, the defendant's witnesses testified that the termination was announced by the then Ministry of Finance and confirmed by the then Minister of Sports and Youth, confirming that the Government abolished the PLKN. After the 2018 general election, the ruling party changed, and the government policy shifted, and national interests are therefore subject to the priorities and policies of the ruling government at the time. [51] Thus, the defendant contends that termination based on national interest, even without detailed reasons, is consistent with Clause 36, since the creation and operation of PLKN were part of the government's policy at the relevant time. In this case, a change in government policy necessitated the termination. [52] Having carefully reviewed both parties' submissions on this issue, I must now examine closely the reason given by the defendant for terminating the Main Contract. It relates to the question of what constitutes national interest. [53] In dealing with this question, I cannot avoid the crucial part that caused the Main Contract to be terminated. It is evident here that, following the General Election 14 of 2018, there had been a change of government in the country. On 13 August 2018, the then-new government announced in Parliament through the Minister of Finance, YB Tuan Lim Guan Eng, that it intended to dissolve the PLKN Programme and to close the camps run for the PLKN's programme. This was followed by YB Tuan Syed Saddiq Syed Abdul Rahman's confirmation in his capacity as Youth and Sports Minister. This is without a doubt the case for both events. It was then made official by the Secretary-General of the Ministry of Defence issuing the plaintiff a termination notice dated 3 September 2018 pursuant to the said Clause 36. [54] In light of this, how can it then be said that the defendant terminated the contract in bad faith? The Court cannot ignore the fact that the government terminated the PLKN programme. [55] To this end, I cannot inquire as to why the government terminated the PLKN's programme in such a manner. It is important for me to always remember that although I am not privy to the circumstances that led to this decision and the reasons behind it, the government is solely responsible for setting the course of its directions and expenditures. The legal issue here is beyond the scope of this Court's jurisdiction. As a whole, this clearly reflects government policy on national interest, and appropriates of the same should not be challenged in Court. [56] Most importantly, Clause 36 of the Main Contract, which is clear and unambiguous in its ordinary and literal meaning, specifies that national interest must be decided by the government at its discretion. [57] As explained by the defendant's witnesses, the decision to abolish the PLKN programme was based on national interest considerations in accordance with Clause 36. For the defendant, it is sufficient to prove that the termination was carried out in accordance with Clause 36 of the Main Contract. This being the case, I find there is no merit in the plaintiff's argument to hold that the Court can draw adverse inferences from the non-production of the witness who signed the termination letter and attended the meeting that decided the termination. There is nothing that can change this Court's conclusion as analysed above, even if he is produced. [58] To further fortify such a finding of mine, I would like to rely on the Federal Court decision in Dr Michael Jeyakumar Devaraj v Peguam Negara Malaysia [2013] 2 MLJ 321, where His Lordship Raus Sharif PCA (as His Lordship then was) observed at p 332 that the Court was not in a position to evaluate or decide on government policies: [18] We are in complete agreement with the above view. We would like to add that the disbursement of the Special Constituency Allocation is a policy matter which is not within the purview of the courts. It is our view that the courts is in no position to evaluate the qualifications in the application for the Special Constituency Allocation and to determine or decide on the policy made by the executive. We have to take cognisance of the fact that government policies emanate after consideration of a number of technical factors which are often non legal; and judges do not possess the necessary information and expertise to evaluate these non-legal factors and to pass judgment on the appropriateness or adequacy of a particular policy. [59] As regards the plaintiff's arguments that there was unequal bargaining power between the plaintiff and the defendant when alleging that the plaintiff was forced to sign the Main Contract, I find that the plaintiff had not only entered into the Main Contract voluntarily, but also kept agreeing to some renewals thereafter. If the plaintiff had been coerced, it would have refused to engage further with the defendant on this subject matter. This did not occur, however, and the plaintiff had also never complained about Clause 36 to the defendant. This proves that the plaintiff was never threatened or prejudiced in any way by this. [60] Now I must address the plaintiff's claim that PLKN 3.0, which was introduced later, rebuts the presumption that the termination was based on national interest. Considering PLKN 3.0 was introduced later, the plaintiff argues the earlier termination of PLKN 2.0 might not have been in the national interest. Otherwise, there is no reason to reintroduce PLKN 3.0. [61] Having reviewed the arguments presented by the parties, I must agree with the defendant's assertion that PLKN 2.0 and PLKN 3.0 are fundamentally different. The reason for this is that PLKN 3.0 uses existing government facilities like army camps, whereas the previous PLKN was also privately operated with rented facilities. The same thing was also admitted by PW1 during his cross-examination. [62] In light of the same, the plaintiff fails to refute the argument that termination is in the national interest. As a matter of fact, the material differences between PLKN 3.0 and the earlier PLKN further supported the government's position that it had some constraints when terminating the earlier PLKN. In light of the findings above, I am not in a position to agree with the plaintiff's contention that this Court can and should depart from the earlier PLKN-related cases based on new evidence regarding the implementation of PLKN 3.0, which was not presented before the Courts in the earlier PLKN-related Cases. Even though PLKN has been reintroduced, it does not extinguish the fact that the then government terminated the Main Contract for reasons of national interest. In fact, I can even note that the implementation of PLKN 3.0 drastically reduces the government's expenditures. As such, it has never been the defendant's burden to prove the element of national interest on top of what has already been established by the defendant. Finally, I do not doubt that the termination of the Main Contract did not involve any element of bad faith. Conclusion [64] In light of the above, the plaintiff's action is therefore dismissed with costs of RM12,000.00 as proposed by the defendant, subject to allocatur. Dated 9th March 2026 (Raja Ahmad Mohzanuddin Shah) Judge High Court of Malaya Kuala Lumpur Counsel for the Plaintiff Nandakumar A/L S. Haridas, Voon Sui Huie & Scott Wee Jen-Yung (Pupil in Chambers) Messrs Thomas Philip Counsel for Defendant : Federal Counsel Mohamad Fariz Haziq bin Mohammed Shaharin & Muhammad Asraf bin Shahabuddin Attorney General's Chambers,