Universal City Education Sdn. Bhd. v U.C.I Education Sdn. Bhd. (BA-22NCvC-266-07/2022)

The plaintiff is suing the defendant for an unpaid referral fee/commission of RM2,241,800 for students recruited in 2020, 2021, and 2022. The plaintiff relies on an alleged oral agreement made between the parties.

On 24th July 2025, this Court dismissed the plaintiff’s claim with costs. 24/09/2025 16:50:31 BA-22NCvC-266-07/2022 Kand. 100 B.

The plaintiff is a private limited company with an address at No. 6A-4, Jalan 14/20, Seksyen 14, Petaling Jaya, Selangor Darul Ehsan.

The defendant is a private limited company with a registered address at No. 61-6B, Suite 1, Jalan SS2/75, 47300 Petaling Jaya, Selangor Darul Ehsan. The defendant operates and owns a university named City University Malaysia, which is engaged in providing higher education opportunities, including but not limited to conducting management training programmes and other in-house courses.

In 2020, the defendant appointed Eye Knowledge through an agency agreement dated 11.02.2020 (“AA”) to provide student recruitment services for City University Malaysia.

Eye Knowledge has, in turn, engaged and appointed the plaintiff under a Student Recruitment Agency Agreement dated 01.07.2020 (“SRA 2020”) to provide student recruitment services for City University Malaysia. The SRA 2020 is valid for a period of five (5) years.

Eye Knowledge has subsequently instructed and authorised the defendant to make payments on its behalf to the plaintiff, as specified in SRA 2020, for students recruited by the plaintiff for City University Malaysia. This arrangement is detailed in a letter dated 06.08.2020 from Eye Knowledge to the defendant, as shown below.

The defendant stated that, following the direction and authorisation from Eye Knowledge, they paid a referral fee or commission of RM771,000.00 to the plaintiff on behalf of Eye Knowledge. These payments were made in accordance with the terms outlined in the SRA 2020 for the 129 students recruited by the plaintiff for City University Malaysia, and this has been verified.

On 28.06.2022, the plaintiff's solicitors sent a demand letter to the defendant, claiming RM 2,241,800.00 for unpaid referral fees or commissions.

On 30.06.2022, the defendant responded to the plaintiff's request for details of the demand, noting that there was no record of any outstanding amount owing on the defendant’s side.

However, on 05.07.2022, the plaintiff filed this lawsuit alleging a breach of an alleged oral contract by the defendant.

On 08.10.2024, the plaintiff amended its Statement of Claim to include an alternative claim for unjust enrichment and restitution against the defendant.

13.

The trial has been taking place for three days, i.e on 1.10.2024,

2.2025 and 7.4.2025.

The plaintiff has called Dr James Na Chin Ling (PW1) and Jiang Zhong Qi (PW2), while the defendant called Mohd Syamsuri bin Shaari (DW1). C.

15.

With regards to the burden of proof, this Court is relying on the case of U Television Sdn Bhd & Anor v Comintel Sdn Bhd [2017] 5 MLJ 292 and Letchumanan Chettiar Alagappan @ L Allagappan (as executor to SL Alameloo Achi alias Sona Lena Alamelo Acho, deceased) & Anor v Secure Plantation Sdn Bhd [2017] 5 MLJ 292 at 306[2017] 4 MLJ 697; [2017] 5 CLJ 418.

The Federal Court in U Television Sdn Bhd & Anor v Comintel Sdn Bhd [2017] 5 MLJ 292 held as follows – [35] On the meaning and application of the term ‘burden of proof’ s 101 of the Evidence Act 1950 (‘the Act’) states that it is the burden to establish a case which rests throughout on the party who assert the affirmative of the issue. The ‘burden of proof’ in s 102 of the Act is the burden to adduce evidence, to make out or rebut the claim. The ‘burden of proof’ in s 102 of the Act shifts from one side to the other according to the weight of the evidence. E.

The plaintiff’s claim was founded upon an oral agreement purportedly entered into with the defendant concerning student recruitment. Paragraph 5 of the Amended Statement of Claim reads as follows: The defendant had orally requested the plaintiff to find students to recruit them in City University and in consideration to the defendant agreed to pay to the plaintiff a commission per student as listed below –

The defendant contends that there was no agreement between the defendant and the plaintiff as to the student recruitment. Paragraph 5 of the Amended Statement of Defence is as follows –

Paragraphs 5 and 6 of the Statement of Claim are denied, and the Plaintiff is put to strict proof thereof. The Defendant states that:

5.1. The allegations made in paragraphs 5 and 6 of the Statement of Claim are not only untrue, they are also unsustainable vague and/ or ambiguous with no sufficient particulars;

5.2. There was no oral request from and/ or oral agreement whatsoever by the Defendant’s authorised representative to pay the Plaintiff a commission as per alleged in paragraph 5 of the Statement of Claim;

5.3 The Defendant has no intention to enter into any agreement/ oral agreement with the Plaintiff;

5.4 There is no contractual relationship between the

5.5 At all material times, the Plaintiff is an agent for Eye Knowledge pursuant to the student recruitment agreement between them. This includes the student recruitment agreement dated 01.07.2020 (hereinafter referred as “SRA 2020”) which has a period of five (5) years starting from 01.07.2020; Issue 1: Whether the Plaintiff has been a student recruitment agent for the Defendant at all material times?

PW1, Dr James Na Chin Ling, a former employee of the defendant from 2010 to the end of 2021, is subpoenaed by the plaintiff as the plaintiff’s witness. PW1 testified that the plaintiff provided services related to student recruitment for the defendant, and PW1 relied on the agents’ commission structure as shown on pages 1, 2, and 3 of Bundle B, as detailed below.

The plaintiff relied on the aforementioned documents and submitted that Datin Rohaida binti Shaari, whose signature appears on pages 2 and 3 of Bundle B, serves as the Executive Director of the defendant. Accordingly, pursuant to PW1, the plaintiff has continuously acted as a student recruitment agent for the defendant during all relevant periods.

However, during cross-examination, PW1 admitted that he could not confirm when the plaintiff started as an agent for the defendant. PW1 also agrees that acting as an agent for the defendant requires a proper agreement, in line with the university's policy. PW1 acknowledged that such an agreement does not exist if there is no record of it.

The defendant denied that the plaintiff is a student recruitment agent for them. The defendant pleaded that the plaintiff was an agent for Eye Knowledge Sdn Bhd, which itself acts as an agent for several higher education institutions, including City University Malaysia (CUM), owned by the defendant.

This Court is guided by the principle in Tindok Besar Estate Sdn Bhd v Tinjar Co [1979] 1 LNS 119, where the Federal Court held that - Nevertheless the learned trial judge expressed himself to be completely satisfied with the veracity of the respondent's witnesses and their evidence. He purported to come to certain findings of fact on the oral evidence but did not notice or consider that the respondent's oral evidence openly clashed with its contemporaneous documentary evidence. For myself, I would with respect feel somewhat safer to refer to and rely on the acts and deeds of a witness which are contemporaneous with the event and to draw the reasonable inferences from them than to believe his subsequent recollection or version of it, particularly if he is a witness with a purpose of his own to serve and if it did not account for the statements in his documents and writings. Judicial reception of evidence requires that the oral evidence be critically tested against the whole of the other evidence and the circumstances of the case. Plausibility should never be mistaken for veracity.

It is important for this Court to refer to the contemporaneous documents relating to the relationship between the defendant, Eye Knowledge, and the plaintiff, which are –

Agency Agreement between U.C.I Education Sdn Bhd and Eye Knowledge Sdn Bhd dated 11.2.2020;

(ii) Student Recruitment Agreement between Eye Knowledge Sdn Bhd and Universal City Education Sdn Bhd dated 1.7.2020;

(iii) Letter of Direction of Payment from Eye Knowledge Sdn Bhd to U.C.I Education Sdn Bhd dated 6.8.2020

The date of the documents above indicates that the plaintiff’s appointment of an agent for Eye Knowledge occurred only after Eye Knowledge and the defendant entered into the Agency Agreement. This Court finds that the evidence provided by PW1, stating that the plaintiff has no direct dealings with Eye Knowledge, is without merit.

Later, by letter dated 6.8.2020, Eye Knowledge consented for the defendant to pay the commission directly to the plaintiff. The fact that the defendant requested particulars of the plaintiff's claim when the notice was issued to the defendant does not amount to an admission of the services, if any, provided by the plaintiff to the defendant. This Court believes that any payment required shall be governed by the terms agreed upon by the parties.

This Court also examine whether the plaintiff has any involvement with Eye Knowledge and if all transactions took place directly between the plaintiff and the defendant. The plaintiff argues that Eye Knowledge has no business activity based on the SSM search they conducted. However, this Court finds that the plaintiff’s argument is unconvincing since the evidence presented shows that there was an Agency Agreement entered into between U.C.I Education Sdn Bhd and Eye Knowledge Sdn Bhd dated 11.2.2020.

The defendant admitted that Eye Knowledge Sdn Bhd, the agent for the plaintiff, has directed and authorised the defendant to make payment to the plaintiff for the sum of RM771,000 in accordance with the terms in the SRA 2020 for 129 students recruited by the plaintiff. The SRA was entered into between the defendant and Eye Knowledge.

PW1 also relies on pages 1-3 of the Bundle of Documents, which state that page 1 shows the agent’s comission structure for international students, page 2 details the commission structure for the agent, and page 3 presents the new fees charged by the defendant for international students introduced by the plaintiff for recruitment.

This Court refers to paragraph 8.15 of the written submission by the learned counsel for the plaintiff, which states that PW2 knows Datin Rohaidah binti Shaari and that she is the director of the defendant’s company and also a director of Eye Knowledge. Datin Rohaidah also personally signed and approved the defendant’s agent commission fees structure, as shown on pages 1-3 of Bundle B.

By referring to pages 1 and 3 of the Bundle of Documents, this Court finds that – i. Page 1 of the bundle of documents does not show that it was issued and approved by the defendant. ii. Both memos on pages 2 and 3 of the Bundle of Documents show that they are from Sara Oshaghi to Datin Rohaidah Shaari. There is no indication on pages 2 and 3 whether Datin Rohaidah received this document in her capacity as director of Eye Knowledge or U.C.I Education Sdn Bhd. Based on the SSM search dated 22nd June 2022, Eye Knowledge still exists.

This Court refers to paragraph 15 of the Amended Statement of Claim, which reads –

Untuk mengelakkan sebarang keraguan, Eye Knowledge tidak terlibat dalam transaksi pembayaran antara Plaintif dan Defendan, tetapi Defendanlah yang mempunyai kewajipan tunggal untuk membuat pembayaran komisyen kepada Plaintif.

The Court is of the opinion that it is the plaintiff's duty to call the relevant personnel from Eye Knowledge to prove the pleaded facts above, and not otherwise.

This Court also finds that the testimony of PW2 during cross-examination matches the content of the letter dated 14.4.2021 at page 80 of the Bundle of Documents. Paragraphs 3 to 4 of that letter show that Eye Knowledge instructed the defendant to make payments that are due, and will become due, under the Student Recruitment Agreement dated 1.7.2020 between the plaintiff and Eye Knowledge Sdn Bhd, directly to the plaintiff. However, this is subject to paragraph 4, which states – The payment must be delivered no later than the day on which such amounts are due under the payment instruction and invoice sent by Eye Knowledge Sdn Bhd to the defendant.

The above finding is also supported by PW2’s testimony, where he states that the invoice on pages 82-202 of Bundle B was issued by the plaintiff and was addressed to Eye Knowledge as requested by Stephanie – JT: Okay, and you said that the reason why you signed this agreement is so that you can receive commission for your recruitments for City U, correct? PW2: Correct. JT: And before you can claim for commissions, you would have to submit invoices addressed to Eye Knowledge, correct? PW2: Disagree. JT: If I refer you to pages 82 to 202 of Bundle B, these are all invoices issued by your company, correct? PW2: Correct. JT: And here all these documents was directed to Eye Knowledge, correct? PW2: Agree. This is issued by the request of Stephanie. … Because Stephanie asked me to issue according to this format. She said by issuing according to this format, then only the commission will be issued. JT: Meaning to say if you don’t issue under this format, then you won’t get any commission, correct? PW2: Correct.

It is relevant for the plaintiff to prove that all invoices issued by the plaintiff comply with the format requested by Stephanie, whether any instructions were given by Stephanie, and whether these instructions fulfilled the requirements under SRA and are consistent with the letter dated 14.4.2021.

Having considered all the evidence and submissions from the parties before this Court, this Court finds that the plaintiff failed to prove that the plaintiff has been a student recruitment agent for the defendant at the material times. Issue 2: Whether there is a contract between the Plaintiff and the Defendant for student recruitment services in the years 2020, 2021 and 2022?

The plaintiff bears the burden to prove the existence of the contract entered into with the defendant. The Federal Court in Hong Yik Trading v Liziz Plantation Sdn Bhd [2017] 8 CLJ 491 held that it is established law that the burden of proof rests throughout the trial on the party who asserts that the facts exist.

The burden of proving the case rests on the plaintiff and not on the defendant to disprove it. In Selvadurai v Chinniah [1939] 1 MLJ 253, the Court of Appeal held – The burden of proof under section 102 of the Evidence Enactment is upon the person who would fail if no evidence at all were given on either side and accordingly, the plaintiff must establish his case. If he fails to do so, it will not avail him to turn around and say that the defendant has not established his. The defendant can say it is wholly immaterial whether I prove my case or not. You have not proved yours.

It was established that contemporaneous documents and witness testimonies show that the plaintiff failed to discharge its burden to prove that the recruited students to City University have paid the tuition fees. PW2 in his testimony confirmed that no supporting documents regarding the tuition fee payment made by the students were produced by the plaintiff before this court. JT: And also, there’s no documents in Bundle B to show the students which you claimed to have recruited, their application forms, correct? J: No what to show the students? JT: The students’ application forms to City U. PW2: Agree, not in this document, but it will be in the system of the university.

Clause 4.1 of Schedule A of the SRA 2020 states that for the plaintiff to be eligible to receive commission, the students must settle the tuition fees. The evidence given by PW2 also supported this - JT: City U would also not pay commission if the student recruited did not pay his or her tuition fee to City U, correct?

This Court agrees with the defendant that any issue regarding the payment of commission and the proper party to sue by the plaintiff is Eye Knowledge and not the defendant.

Therefore, the plaintiff’s claim under section 71 of the Contracts Act 1950 has no merit. The plaintiff also relied on section 71 of the Contracts Act 1950, which provides as follows –

Obligation of person enjoying benefit of non-gratuitous act Where a person lawfully does anything for another person, or delivers anything to him, not intending to do so gratuitously, and such person enjoys the benefit thereof, the latter is bound to make compensation to the former in respect of, or to restore, the thing so done or delivered.

Based on the above and the findings on the first issue, this Court is of the considered opinion that the plaintiff failed to produce sufficient material evidence on the balance of probabilities that the alleged oral contract existed.

Considering that the plaintiff is not an agent of the defendant for the student recruitment services and the relationship between the defendant and Eye Knowledge, the plaintiff has no right to sue the defendant for the commission fee.

The doctrine on privity of contract is clear. A person who is not a party to a contract has no right to enforce a contractual right.

In Boustead Naval Shipyard Sdn Bhd v Dynaforce Corp Sdn Bhd [2015] 1 MLJ 284, it was held that – [63] The law is clear. A person who is not a party to a contract has no right to sue on a contract (see Kepong Prospecting Ltd & Ors v Schmidt [1968] 1 MLJ 170 (PC); [1967] 2 PCC 465 (PC); and s 2(d) of the Contracts Act 1950; Oversea Chinese Banking Corporation Ltd v Woo Hing Brothers (M) Sdn Bhd [1992] 2 MLJ 86 (HC); and Badiaddin bin Mohd Mohidin & Anor v Arab Malaysian Finance Bhd [1998] 1 MLJ 393 (FC)). … [70] As an established principle of contract law, the common law doctrine of privity of contract stands for the simple proposition that, ‘no one but the parties to a contract can be bound by it or entitled under it’ (Greenwood Shopping Plaza Ltd v Beattie [1980] 2 SCR 228, at p [229].

This Court also finds that the plaintiff failed to challenge the evidence of DW1, which shows that the plaintiff should have sued Eye Knowledge for such a claim and not the defendant. In his witness statement, DW1 provided evidence as follows – S5: Apakah jawapan Defendan terhadap tuntutan Plaintif? J5: Secara ringkas, Defendan menafikan sepenuhnya dakwaan dan tuntutan Plaintif. Tidak wujud sebarang perjanjian lisan atau apa–apa perjanjian antara Plaintif dan Defendan seperti yang didakwa. Sebaliknya, pada tahun 2020, Plaintif telah membuat perjanjian dengan Eye Knowledge Sdn Bhd (“Eye Knowledge”) sebagai ejen bagi perkhidmatan pengambilan pelajar ke City University Malaysia. Oleh itu, sekiranya terdapat sebarang isu berkenaan yuran rujukan/komisen bagi pelajar yang diambil untuk City University Malaysia, Plaintif sepatutnya membangkitkannya dengan Eye Knowledge.

Therefore, any payment made by the defendant to the plaintiff based on the contract with Eye Knowledge and directed by Eye Knowledge, which explicitly authorised the defendant to pay the plaintiff directly, does not establish any contractual privity with the plaintiff.

This Court also find that the plaintiff failed to prove that they have a valid legal assignment of the debt from Eye Knowledge before they can sue the defendant. In the case of Nouvau Mont Dor (M) Sdn Bhd v Faber Development Sdn Bhd [1985] CLJ (Rep.) 231, the Federal Court held that – It is common ground that if the assignment was an absolute one, not purporting to be by way of charge only, within the meaning of s. 4(3) of the Civil Law Act 1956, then the appellant, as assignor was not entitled to sue in its own name but the action should be brought by the assignee (Public Bank) in its own name or by the assignee in the name of the assignor (Read v. Brown [1888] 22 QBD 128; Hughes v. Pump House Hotel Co. Ltd. [1902] 2 KB 190 and Walter & Sullivan Ltd. v. J. Murphy & Sons Ltd.[1955] 2 WLR 919). Issue 3: Whether the Plaintiff has sufficiently pleaded its case for, and/or to support the allegations of, an oral contract with the Defendant for student recruitment services in the years 2020, 2021 and 2022?

It is also pertinent for the plaintiff to plead details of particulars of the oral agreement that was allegedly entered into by the defendant and the plaintiff. Guidance can be taken from the case of Chooi Loo See v PNSG Holdings Sdn Bhd & Ors [2023] 1 LNS 526, that –

46.The second preliminary (and connected) point I make concerns the importance of pleadings, especially in cases involving oral agreements. Central to the determination of who bears the burden of proof in civil trials is the state of the parties’ pleadings. This is because it is in the pleadings that one finds the material facts that each party asserts to establish its claim or defence, and, as is trite law, he who asserts must prove. This is a rule which is consistent with the general principle underlying ss 103 and 105 of the Evidence Act 1893 (2020 Rev Ed) (the “EA”) (see the decision of the Court of Appeal in Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (Trading as Rabobank International), Singapore Branch v Motorola Electronics Pte Ltd [2011] 2 SLR 63 at [31]).

In my view, pleadings are even more crucial in cases involving oral agreements. Without a written document proving the parties’ agreement, it is vital for the plaintiff to set out the material particulars of the alleged oral agreement so that the defendant is aware of the case it must answer.

The case of Achi a/p Suppiah v Devamurthy a/l Suppiah [2010] 8 MLJ 189 was cited by the learned counsel for the plaintiff, where it is stated – [14] In the absence of a written contract as in this case, the role of this court is fundamentally to determine whether the evidence adduced is sufficient to establish the existence of a binding agreement between both parties in that the parties are no longer in the negotiation stage but have in fact concluded a binding agreement. Whether a binding contract exists is essentially a question of fact.

The learned counsel for the defendant has cited Chooi Loo See v PNSG Holdings Sdn Bhd & Ors [2023] 1 LNS 526, emphasising the significance of pleadings in cases involving oral agreements, especially when there is no written contract.

In Bruce v. Oldham Press Ltd [1936] 1 KB 697, it was held that - The word 'material' means necessary for the purpose of formulating a complete cause of action, and if any one 'material' fact is omitted, the statement of claim is bad.

This Court refers to O. 18 r. 8(1) RoC, which is reproduced below – Matters which shall be specifically pleaded A party shall in any pleading subsequent to a statement of claim plead specifically any matter, for example, performance, release, any relevant statute of limitation, fraud or any fact showing illegality:

which he alleges makes any claim or defence of the opposite party not maintainable;

which, if not specifically pleaded, might take the opposite party by surprise; or

which raises issues of fact not arising out of the preceding pleading.

Having reviewed the Amended Statement of Claim, this Court finds that the plaintiff has not pleaded any essential details, such as the identities of the persons involved in the alleged oral contract, the date, time, and location of its formation, or the terms of the alleged oral contract. F.

After considering the available evidence, it is entirely reasonable for this Court to conclude that the plaintiff has failed to prove their claim on the balance of probabilities against the defendant.

Based on the reasons above, the plaintiff’s claim is dismissed with costs subject to allocator. Dated: 24th September 2025 Signed HAZIZAH KASSIM Judicial Commissioner High Court of Malaya (NCvC 10) At Shah Alam, Selangor

1.

For the Plaintiff For the Defendant : : Mugelen Chandran Messrs Gurmit Sodhi Chambers (Petaling Jaya, Selangor) Joshua Teoh Beni Chris & Muhammad Danial Iman bin Ahmad Terrirudin Messrs Skrine (Wilayah Persekutuan Kuala Lumpur)