UEM Land Berhad v Mohd Khalid Bin Mohd Noor (W-02(NCvC)(W)-1616-09/2024)

The present appeal concerns a cause of action for breach of contract in the form of an early termination of a three (3) year tenancy agreement. The facts of this appeal are as gathered from the judgment of the learned High Court Judge (‘HCJ’) and from the submissions of parties. We respectfully adopt them subject to some modifications.

For purposes of convenience, the parties shall be referred to as per their capacity in the High Court. S/N hPVr8njyaEi6cj8bdWMmNg **Note : Serial number will be used to verify the originality of this document via eFILING portal 3

Vide a letter dated 02.04.2015 titled “Proposed Planting of Axonopus Compressus (Cow Grass) For Commercial Purposes at the Designated Land Area in Cyberjaya, Bangi, ET AL” the Respondent made a proposal to a subsidiary company of the Appellant, UEM Sunrise Berhad, which included, inter alia, the following:-

3.1 The Respondent would be permitted to rent a plot of land (approximately 30 acres) owned by the Appellant/ UEM Sunrise for a minimum tenure of three (3) years, with the option to renew.

3.2 The Respondent intended to use the rented land to plant Axonopus Compressus (a type of grass hereinafter referred to as “Cow Grass”).

3.3 In return for leasing the land, the Respondent would supply Cow Grass to the Appellant and/ or UEM Sunrise for use in the ‘Serene Heights Development Project’ at a fixed and discounted rate. [4] On 27.01.2016, the Respondent presented their proposal to the Appellant via PowerPoint slides (“the presentation”). The presentation, conducted by Encik Mohd Khalid and Encik Mohd Noor, SP1 and SP2 respectively, was delivered in both English and Bahasa Malaysia. [5] Subsequently, a letter of appointment dated 21.06.2016, was issued to the Respondent titled “Appointment of Emkay Enterprise (‘Emkay’) as S/N hPVr8njyaEi6cj8bdWMmNg the Operator of the Turf Farm on a Parcel of UEM Land Berhad (‘UEM Land’)’s Land (26.71 acres) at Serene Heights, Bangi for a period of three

years with an option to renew on a 1+1 year basis for a nominal fee of RM 1.00 as the tenancy fee” (the Letter of Appointment”). The salient terms of the Letter of Appointment are, inter alia, as follows: “5. All costs and liabilities arising from the work done on the Land to clear the Land, set up and operate the turf farm shall be borne by Emkay solely and the UEM Land shall not be made accountable to any of the aforesaid costs and liabilities;

Prior to the expiration of the tenancy period, UEM Land shall be able to terminate the tenancy by giving a written notice to Emkay.” Refer to Ikatan Teras Bersama (Jilid 2), pages 233-234 (marked as “P179”).” [6] On 28.09.2016, the Respondent completed and signed a General Vendor Registration Form together with a Declaration Letter (“Vendor Declaration”) wherein the Respondent declared and gave an undertaking of the following:-

6.1 That the Respondent (as the Vendor company) did not and/ or would not, either directly or indirectly, promise, offer or give any bribe or an improper advantage to any person in the Appellant as an inducement for being selected for a business transaction and/ or for any other purpose connected to the business transaction. S/N hPVr8njyaEi6cj8bdWMmNg

6.2 That the Respondent, vide the Vendor Declaration, had also agreed that should the Respondent, its directors, officers or employees be in breach of any of the declarations and undertakings stated therein, the Appellant would have the right to immediately revoke and/ or terminate the Tenancy Agreement without any liability towards the Appellant. [7] On 12.01.2017, the Respondent and Appellant entered into the Tenancy Agreement concerning the Respondent’s use of land for turf farming and supply. The Tenancy Agreement included, but was not limited to, the following terms and conditions:- “15.

15.1 Notwithstanding anything contained herein, the Landlord shall have the right to terminate this Agreement by giving the Tenant three (3) month prior notice in writing of its intention to terminate whereupon the Landlord shall not be required to pay any compensation whatsoever to the Tenant upon the exercise of such a right, but without prejudice to any action or other remedy which the Landlord has or might otherwise have for the recovery of damages or arrears from the Tenant as a result of such a termination.

15.2 Notwithstanding anything contained herein, the Tenant shall have the right to terminate this Agreement by giving the Landlord three (3) S/N hPVr8njyaEi6cj8bdWMmNg months prior notice in writing of its intention to terminate whereupon the Landlord shall re-enter upon the Demised Premises or any part hereof in the name of the whole, but without prejudice to any action or other remedy which the Landlord has or might otherwise have for the recovery of damages or arrears as a result of such termination.

Costs The Tenant shall bear all the costs incurred directly or incidental in setting up and operating the Turf Farm. The Landlord shall not be made accountable for any part of the aforesaid costs incurred.” [8] Subsequent investigations by the Malaysian Anti-Corruption Commission (Suruhanjaya Pencegahan Rasuah Malaysia) (“MACC”) involving the Appellant’s Deputy General Manager, Noor Hisyam Mohd Abdullah Hashim, led to the Respondent being called for questioning on 05.02.2018: -

8.1 SP2, an employee of the Respondent, was questioned, investigated, and arrested by MACC in relation to ongoing investigation. S/N hPVr8njyaEi6cj8bdWMmNg

8.2 Meanwhile, En. Noor Hisyam, also implicated in these investigations, was administratively suspended and later charged by the Appellant for serious misconduct, including receiving RM 30,000 from SP2 in 2015, leading to his termination by the Appellant on 15.11.2018.

8.3 The Respondent’s involvement in the MACC investigations pertains to documents and agreements executed and signed between the Respondent and the Appellant.

8.4 Subsequently, En Noor Hisyam faced additional charges from MACC and was sentenced by the Special Court of Corruption Johor Bahru on 06.08.2020. Termination of the Tenancy Agreement [9] On 21.03.2018, a meeting was held between the Appellant’s representatives, Encik Mohd Nor Hilmi bin Ahmad Mustami and Encik Yusri bin Ahmad, SD1 and SD2 respectively, and the Respondent at Serene Heights (“the March 2018 meeting”):

9.1 The Respondent was informed that, in light of the Appellant’s Zero Tolerance Policy on Corruption pursuant to the Vendor Declaration, all companies implicated by MACC investigations would be terminated. Since the Respondent was implicated in the investigations, they would be given a three (3) months’ notice of termination, and the Tenancy Agreement would be mutually terminated. S/N hPVr8njyaEi6cj8bdWMmNg

9.2 The Respondent was at all material times aware and understood that the Appellant would issue a three (3) months’ termination notice pursuant to the Tenancy Agreement. [10] On 23.05.2018, the Appellant’s representative met with the Respondent to serve the three (3) months’ Termination Letter as discussed in the March 2018 meeting.

10.1 The Respondent, being aware of and present at the discussion in March 2018, had full knowledge that the Appellant was serving such notice vide the Termination Letter.

10.2 The Respondent accepted the terms stated in the Termination Letter and signified his acceptance by signing the Termination Letter. LEGAL PROCEEDINGS [11] Circa two (2) years after the issuance of the Termination Letter and termination of the Tenancy Agreement, the Respondent commenced civil proceedings against the Appellant via the Writ of Summon and Statement of Claim dated 26.11.2020. [12] Trial commenced on 11.07.2023 and continued on various dates, namely 01.09.2023, 05.09.2023, 22.04.2024 and was concluded on 18.06.2024. The High Court subsequently delivered its decision on 30.08.2024. S/N hPVr8njyaEi6cj8bdWMmNg THE HIGH COURT’S DECISION [13] In arriving at his decision, the HCJ took the view that there were two (2) issues which required determination:

Whether the investigation by the MACC justified the Defendant in terminating the Agreement; and

(ii) Whether the Plaintiff had agreed to the Termination of the Agreement. [14] With reference to the 1 s t issue, the findings of the HCJ are summarised as follows:

the Defendant’s main justification in terminating the Agreement is the investigations conducted by the MACC in relation to the agreement as it had sullied the reputation of the Defendant. That being the case, the Plaintiff and Defendant had agreed to terminate the agreement by entering into the Termination Agreement;

(ii) Whilst the Plaintiff agrees that the MACC investigation was the actual cause for the termination, he denies that he had mutually agreed to the termination; S/N hPVr8njyaEi6cj8bdWMmNg

(iii) The purported Termination Agreement did not give any reasons for the termination apart from stating: “The Landlord and the Tenant have agreed to mutually terminate the Tenancy Agreement effective upon expiry of 3 months from the date of this letter without recourse to each other…”

(iv) The non-disclosure of the reasons for termination is a material omission which renders the Termination Agreement defective;

Under the Tenancy Agreement there is no option for mutual termination. The mutual termination is therefore a variation to the Tenancy Agreement. Any such variation must be agreed by both parties;

(vi) Clause 15 of the Tenancy Agreement which the Defendant contends allows them to terminate by giving a 3 months’ notice cannot be read independently. It must be read together with Clause 6 thereof which states that the Tenancy Agreement can be terminated only on the default by the Plaintiff. If the Defendant can apply Clause 15 at their whims and fancy, the Court S/N hPVr8njyaEi6cj8bdWMmNg deems the clause to be unconscionable and therefore unlawful;

(vii) Reliance on Clause 15 is also misconceived and an afterthought as the defendant’s main defence was the Termination Agreement. The Defendant cannot approbate and reprobate their reliance on the Tenancy Agreement and the Termination Agreement to suit their purpose. If the Defendant was relying on Clause 15 of the Tenancy Agreement, they would not have gone out of their way to obtain the Plaintiff’s consent to sign the Termination Agreement;

(viii) The Defendant cannot rely on a Vendor’s Declaration dated 28/9/2016 signed by the Plaintiff pledging not to be involved in any corrupt practice as the Termination Agreement did not mention anything about the declaration;

(ix) More importantly, it was the Defendant’s Deputy General manager that was charged. Neither the Plaintiff nor any of its employees were charged in Court although they were called for questioning. The complicity of the Plaintiff with the Defendant’s Deputy General Manager has not been established. Suspicion alone cannot be a basis to implicate the Plaintiff with any offence; and S/N hPVr8njyaEi6cj8bdWMmNg

Hence, the Termination Agreement relied by the Defendant to terminate the Agreement is not only invalid but also unjustified. [15] With reference to the 2 n d issue, the HCJ found that the termination was not mutual but a unilateral termination which was not justified under the Agreement. Coupled with the findings on the 1 s t issue, the HCJ concluded that the Defendant had breached the Tenancy Agreement with the Plaintiff. [16] Dissatisfied with the decision of the HCJ, the Defendant appealed to this Court. THE APPEAL Summary of The Plaintiff’s Submission [17] At the hearing of the appeal, learned counsel for the Defendant canvassed the following grounds in support of the appeal:

The Learned High Court Judge erred in holding that Clause 15 must be read together with Clause 6 of the Tenancy Agreement.

(ii) The Defendant’s reliance on Clause 15 of the Tenancy Agreement is not an afterthought and parties are entitled to S/N hPVr8njyaEi6cj8bdWMmNg terminate the Tenancy Agreement by issuing a three (3) months’ notice.

(iii) The Plaintiff’s allegation of being misrepresented by the Defendant is unsustainable.

(iv) Despite the issuance of the Termination Letter, the Plaintiff did not take any steps to object the Termination Letter.

The Learned High Court Judge erred in treating SP1 and SP2’s admissions as conclusive proof that the MACC investigation was merely speculative and unrelated to the Tenancy Agreement. Summary of The Respondent’s Submission [18] In response, learned counsel for the Respondent submitted as follows:

This appellate Court should not reverse the finding of facts by the learned HCJ;

(ii) The termination of the agreement was unjust as the Appellant was not convicted nor charged by the MACC; S/N hPVr8njyaEi6cj8bdWMmNg

(iii) The Appellant had no valid reason to terminate the agreement. Hence the termination was unjust and invalid;

(iv) The agreement was unilaterally terminated by the Appellant;

The Respondent’s acceptance of the letter of termination does not signify his acceptance of the termination of the agreement;

(vi) The Appellant has been unjustly enriched;

(vii) Adverse inference ought to be invoked against the Appellant for their failure to call a material witness i.e. the photographer who took the photos of the ‘turf farm’;

(viii) Clause 15 and Clause 2 of Appendix II to the Tenancy Agreement runs foul of the provisions of Section 29 of the Contracts Act;

(ix) The Respondent suffered losses as a result of the termination;

The secondary evidence adduced by the Respondent was correct; S/N hPVr8njyaEi6cj8bdWMmNg

(xi) The Appellant cannot rely on the ‘General Vendor Registration Form’ as it was not marked as an exhibit by the court;

(xii) The Respondent had a legitimate expectation for the ‘cow grass’ to be purchased by the Appellant; and

(xiii) The Plaintiff’s witnesses were not reliable. PRINCIPLES ON APPELLATE INTERVENTION [19] It is trite law that an appellate court will be slow to interfere with the findings of facts and judicial appreciation of the facts of the trial judge. Such intervention is however warranted when: a. The judgment is based upon a wrong premise of fact or law; b. There was insufficient judicial appreciation by the trial judge of the evidence circumstances placed before him; c. The trial judge had overlooked the inherent probabilities of the case; d. The course of events affirmed by the trial judge could not have occurred; S/N hPVr8njyaEi6cj8bdWMmNg e. The trial judge had made an unwarranted deduction based on faulty reasoning from admitted or established facts; and f. The trial judge had so fundamentally misdirected himself that one may safely say that no reasonable court which had properly directed itself and asked the correct questions would have arrived at the same conclusion. (see Perembun

(M) Sdn Bhd v Conlay Construction Sdn Bhd [2012] CLJU 1416 CA). [20] Having reviewed the record of appeal and the submission of parties, we agree with the HCJ’s finding that the termination was not mutual but a unilateral termination. This was a finding of fact that an appellate court will not interfere unless it is shown that the HCJ’s finding was one that was plainly wrong or one which no reasonable court given the same facts and circumstances would have arrived at the same conclusion. [21] Despite agreeing with the above finding of fact, we are of the unanimous view that the HCJ had arrived to his decision based upon a wrong premise of law on the following findings:

That the non-disclosure of the reasons for termination is a material omission which renders the Termination Agreement defective; S/N hPVr8njyaEi6cj8bdWMmNg

(ii) That since there is no option for mutual termination under the Tenancy Agreement, the Termination Agreement amounts to a variation which must be agreed by both parties;

(iii) That Clause 15 of the Tenancy Agreement which the Defendant contends allows them to terminate by giving a 3 months’ notice cannot be read independently. It must be read together with Clause 6 thereof which states that the Tenancy Agreement can be terminated only on the default by the Plaintiff. If the Defendant can apply Clause 15 at their whims and fancy, the Court deems the clause to be unconscionable and therefore unlawful; and

(iv) Despite making a finding that the termination was not mutual but a unilateral termination, the HCJ concluded that the termination of the Tenancy Agreement was not justified. Our analysis [22] To begin with, we wish to emphasise that the principles of contractual interpretation can be summarized as follows: S/N hPVr8njyaEi6cj8bdWMmNg [22.1] In Berjaya Times Square Sdn Bhd v. M-Concept Sdn Bhd [2010] 1 CLJ 269 at paragraph [42], the Federal Court emphasised 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 [1998] 1 All ER 98. As Lord Clyde said in Bank of Credit and Commerce International SA v. Munawar Ali [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 S/N hPVr8njyaEi6cj8bdWMmNg 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. ... The most recent statement of the guideline to interpretation of contracts statutes and other instruments is to be found in Attorney General of Belize v. Belize Telecom Limited [2009] UKPC 11, where when delivering the Advice of the Board, Lord Hoffmann said: “The court has no power to improve upon the instrument which it is called upon to construe, whether it be a contract, a statute or articles of association. It cannot introduce terms to make it fairer or more reasonable. It is concerned only to discover what the instrument means. However, that meaning is not necessarily or always what the authors or parties to the document would have intended. It is the meaning which the instrument would convey to a reasonable person having all the background knowledge which would reasonably be available to the audience to whom the instrument is addressed: see Investors Compensation S/N hPVr8njyaEi6cj8bdWMmNg Scheme Ltd v. West Bromwich Building Society [1998] 1 WLR 896, 912-913. It is this objective meaning which is conventionally called the intention of the parties, or the intention of Parliament, or the intention of whatever person or body was or is deemed to have been the author of the instrument.” [23] In giving effect to a term of an agreement, this Court ought to give emphasis to the natural meaning of the words used in the Agreement. This methodology in interpreting the provisions of a written contract finds its source from the English Supreme Court in ARNOLD V BRITTON & ORS [2015] UKSC 36. [24] The facts in the above case are summarized below: “Paddy Arnold, landlord of Oxwich Leisure Park, near Swansea, claimed Britton, the tenant with 42 others, should pay service repairs at 10% increases every year, as their contract expressly stated. Britton and others had leases for holidays chalets for 99 years from 1974. The total number of properties concerned being

(The Lessee may be one or more persons). Clause 3(2) of the lease states that the respondent being the current owner of the Leisure Park and the landlord under the leases, requires the lessee to pay for the first year of the term a fixed sum representing a 10% increase on the previous year – i.e. an initial annual service charge of £90, which increases at compound rate of 10% increase on the previous year – i.e. an initial S/N hPVr8njyaEi6cj8bdWMmNg annual service charge of £90, which increases at a compound rate of 10% in each succeeding year.” [25] The owner of the caravan park considered that the service charge provision required the tenants to pay an initial annual service charge of £90 increasing at a compound rate of 10% in each succeeding year. The owner’s interpretation meant that the annual service charge payable by each of the tenants would be over £500,000 by 2072. The issue on appeal was whether the landlord's interpretation of the service charge clause was correct. The tenants argued that the clause, properly read, required them to pay a fair proportion of the owner’s costs of providing the services, subject to a maximum of £90 in the first year and increases every year by 10% on a compound basis. In other words, they contended that the words “up to” should be read into the clause before ‘the yearly sum of £90.” The UK Supreme’s Court Judgment The tenants were initially successful in the Swansea Country Court but the Cardiff District Registry and the Court of Appeal found in favour of the owner on appeal. The tenants were granted permission to appeal to the Supreme Court. The Supreme Court dismissed the tenants’ appeal on grounds that it was clear that the purpose of the service charge clause was to quantify the sum payable by the tenants and there is no principle S/N hPVr8njyaEi6cj8bdWMmNg of interpretation which entitles the Court to re-write a contractual provision simply because the fact to which the parties cater for does not seem to be developing in the way which the parties may well have expected. [26] In delivering judgment on behalf of the court, Lord Neuberger stated as follows: - “When interpreting a written contract, the court is concerned to identify the intention of the parties by reference to “what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to be using the language in the contract to mean”… That meaning has to be assessed in the light of (i) the natural and ordinary meaning of the clause…

First, the reliance placed in some cases on commercial common sense and surrounding circumstances (eg in Chartbrook, paras 16-26) should not be invoked to undervalue the importance of the language of the provision which is to be construed. The exercise of interpreting a provision involves identifying what the parties meant through the eyes of a reasonable reader, and, save perhaps in a very unusual case, that meaning is most obviously to be gleaned from the language of the provision. Unlike commercial common sense and the surrounding circumstances, the parties have control over the language they use in a contract. And, again save perhaps in a S/N hPVr8njyaEi6cj8bdWMmNg very unusual case, the parties must have been specifically focusing on the issue covered by the provision when agreeing the wording of that provision.” [27] The above decision in Arnold v Britton was cited with approval by our own Federal Court in SPM Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor [2016] 1 CLJ 177. [28] Having stated the above principles of interpretation to a contract, we re-produced below both Clause 6 and Clause 15 of the Tenancy Agreement. “6.

6.1 Default by Tenant The Landlord and Tenant hereby agree that in the event that one of the following events shall occur: - a) the Tenant being wound-up or going into liquidation voluntarily or otherwise (except for the purpose of amalgamation or reconstruction); b) the Tenant continues to commit, permit or suffer to occur any breach or default in the due and punctual observance and performance of any of the covenants, obligations and provisions of this Agreement after the Landlord has given seven (7) days S/N hPVr8njyaEi6cj8bdWMmNg notice in writing to the Tenant to rectify such breach or default; c) if the Tenant shall make any assignment for the benefit of or enter into any arrangement with its creditors; d) if the Tenant shall make default in the payment of any monies owing to the Landlord other than rent whether under this Agreement or upon any other account whatsoever after fourteen (14) days written demand therefore has been made by the Landlord upon the Tenant; and e) if the Tenant shall default in any of its obligations specified under section 3 (a) and

in the Appendix II hereto then and in any one or more of such events the Landlord shall at any time thereafter be entitled to terminate this Agreement, whereupon such termination, the Landlord shall re-enter upon the Demised Premises or any part thereof in the name of the whole, but without prejudice to any action or other remedy which the Landlord has or may otherwise have for the recovery of all costs and expenses incurred by the Landlord in demolishing any structures constructed. S/N hPVr8njyaEi6cj8bdWMmNg

6.2 Default by the Landlord This Agreement may be terminated forthwith or discharged upon service of a written notice from the Tenant to the Landlord in the event the Landlord being wound-up or going into liquidation voluntarily or otherwise (except for the purpose of amalgamation and reconstruction).

Early Termination

15.1 Notwithstanding anything contained herein, the Landlord shall have the right to terminate this Agreement by giving the Tenant three (3) month prior notice in writing of its intention to terminate whereupon the Landlord shall not be required to pay any compensation whatsoever to the Tenant upon the exercise of such a right, but without prejudice to any action or other remedy which the Landlord has or might otherwise have for the recovery of damages or arrears from the Tenant as a result of such a termination.

15.2 Notwithstanding anything contained herein, the Tenant shall have the right to terminate this Agreement by giving the Landlord three (3) months prior notice in writing of its intention to terminate whereupon the Landlord shall re-enter upon the Demised Premises or any part hereof in the name of S/N hPVr8njyaEi6cj8bdWMmNg the whole, but without prejudice to any action or other remedy which the Landlord has or might otherwise have for the recovery of damages or arrears as a result of such termination.” [29] Our reading of both Clause 6 and Clause 15 finds that the wordings of both these clauses are clear and unambiguous. It therefore follows that these clauses must be read literally in their plain and ordinary meaning. [30] Unlike the approach taken by the HCJ where he concluded that both Clause 6 and Clause 15 must be read together, we are of the view that both Clause 6 and Clause 15 must be read independent of the other. Our view is supported by the words, “Notwithstanding anything contained herein…” as provided in both Clause 15.1 and 15.2 of the Tenancy Agreement. [31] Reading the Tenancy Agreement as a whole, it is clear that the Tenancy Agreement entered into between the Plaintiff and the Defendant provides for two (2) modes of termination. The first mode of termination as provided under Clause 6 is pursuant to a default which has not been rectified by the Plaintiff tenant, whilst the 2 n d mode of termination as provided under Clause 15 is to cater for an early termination scenario by the Plaintiff or the Defendant by giving three (3) months’ notice. S/N hPVr8njyaEi6cj8bdWMmNg [32] A further reading of Clause 15 finds no requirement for the terminating party to give any reasons for the early termination contrary to the finding of the HCJ. Clause 15 also does not require the early termination to be agreed upon by the other party (in this case: The Plaintiff). [33] The facts before us shows that the Defendant had resorted to terminating the Tenancy Agreement by giving the requisite three (3) months’ notice to the Plaintiff. Whilst, there is a contradiction in evidence as to whether the Plaintiff had agreed to the termination by signing the Termination Agreement or had merely acknowledged receipt of it, as long as the Defendant complies with the requirements as stated in Clause 15, the contradiction in our considered view does not affect the validity of the early termination. [34] In this regard, we find that the Plaintiff’s reliance on Section 29 of the Contracts Act which renders void any agreement that absolutely restricts a party from enforcing their rights under a contract through ordinary legal proceedings or limits time for doing so, is without merit. [35] We are also constrained to state that the Plaintiff’s reliance on the doctrine of legitimate expectation for the Defendant to purchase the turf grass planted by him is without basis as the doctrine is only applicable to matters of public law and not private law disputes such as that between the Plaintiff and the Defendant herein (see GPQ Sdn Bhd v Constant View Sdn Bhd [2017] 4 MLRA 48). S/N hPVr8njyaEi6cj8bdWMmNg CONCLUSION [36] In the upshot, we hereby allow the appeal with costs of RM20,000-00 to the Appellant/Defendant here and below, subject to allocatur. Dated: 19 February 2026 -Sgd- (MOHD FIRUZ BIN JAFFRIL) JUDGE COURT OF APPEAL MALAYSIA PUTRAJAYA Counsel for the Appellant:

Puan Harjinder Kaur A/P Ajaib Singh 2. Puan Ainnur Annisa binti Abdul Razak 3. Cik Toh Xin Yi (Messrs Shahrizat Rashid & Lee) Counsel for the Respondent:

Ng Yih Miin 2. Puan Felyna Mustafa Kamal (Messrs T.S. Ong & Ng) S/N hPVr8njyaEi6cj8bdWMmNg