Yew Huoi, How & Associates | Leading Malaysia Law Firm

Menu

News and Updates

Legal Updates

Filter by Category
Contract Law

NOT AN ‘AGREEMENT TO AGREE’: ENGLISH COURT OF APPEAL SAVES LONG-TERM SUPPLY CONTRACT DESPITE OPEN PRICE CLAUSE

In KSY Juice Blends UK Ltd v Citrosuco GmbH [2025] 2 Lloyd’s Rep 581, the UK Court of Appeal held that a long-term supply contract was not unenforceable merely because part of the price was stated as “open price to be fixed”. The Court implied a term that, in the absence of agreement, the price would be a reasonable or market price, noting that the product’s value could be objectively benchmarked against the market price of frozen concentrated orange juice. Emphasising that courts should preserve commercial bargains rather than destroy them, the decision confirms that section 8(2) of the Sale of Goods Act 1979 operates as a saving provision, not a bar to enforceability.

Read More »
1 February ,2026
Contract Law

TOTAL FAILURE CONSIDERATION – FEDERAL COURT OVERRULES BERJAYA TIMES SQUARE: TOTAL FAILURE OF CONSIDERATION REDEFINED

In Lim Swee Choo & Anor v Ong Koh Hou @ Won Kok Fong [2025] 6 MLJ 327, the Federal Court unanimously overruled Berjaya Times Square Sdn Bhd v M Concept Sdn Bhd and clarified that the doctrine of total failure of consideration applies only to restitutionary relief, not to contractual termination. The Court held that the correct test is whether the promisor has performed any part of the contractual duties in respect of which payment is due, adopting Stocznia Gdanska SA v Latvian Shipping Co [1998] 1 WLR 574. Finding that the appellants had partly performed their obligations and the respondent had derived benefits, the Court rejected the respondent’s claim for restitution and restored the appellants’ contractual claim. The landmark decision restores clarity between contract and restitution, reinforcing commercial certainty in Malaysian law.

Read More »
16 November ,2025
Contract Law

BREACH OF CONTRACT – COURT FINDS EDGENTA IN BREACH: SUPPLYING USED LINENS NOT GOOD ENOUGH FOR UKM HOSPITAL

In Universiti Kebangsaan Malaysia v Edgenta Facilities Management Sdn Bhd [2025] 11 MLJ 783, the High Court held that Edgenta breached its laundry services contract with UKM by failing to supply new linens as intended under the agreement. Although the contract did not explicitly use the word “new,” the Court admitted extrinsic evidence under section 92(b) of the Evidence Act 1950 to establish both parties’ common understanding. The Court also upheld UKM’s RM3.99 million penalty as valid and proportionate, finding that the formula including “days delayed” was consistent with the contract and served a legitimate commercial purpose. Edgenta’s counterclaim for wrongful deductions was dismissed for lack of proof.

Read More »
16 November ,2025
Contract Law

MONEYLENDING – ILLEGALITY– COURT OF APPEAL: LICENSED MONEYLENDERS CAN RECOVER VOID LOANS UNDER RESTITUTION

In Golden Wheel Credit Sdn Bhd v Dato’ Siah Teong Din [2025] MLJU 2245, the Court of Appeal ruled that a licensed moneylender may recover loan monies under section 66 of the Contracts Act 1950, even when the moneylending agreements are void for technical non-compliance with the Moneylenders Act 1951. The Court held that while the agreements were void and unenforceable, they were not illegal, as the lender was duly licensed and the transactions were genuine. Applying the Federal Court’s Detik Ria principles, the Court found that restitution was proportionate and justified, ordering repayment of RM3.38 million to prevent unjust enrichment.

Read More »
16 November ,2025
Contract Law

BREACH OF CONTRACT – COURT OF APPEAL AFFIRMS LAD: CONTRACTOR LIABLE FOR DELAY, EXTRA CLAIMS REJECTED

In Savelite Engineering Sdn Bhd v Askey Media Technology Sdn Bhd [2025] CLJU 1808, the Court of Appeal upheld the employer’s entitlement to RM768,900 in liquidated damages (LAD) for a 233-day delay in completing a factory project. The Court held that time was of the essence, and the contractor was estopped from denying liability after applying for extensions of time. Applying section 75 of the Contracts Act 1950 and Cubic Electronics, the LAD was found proportionate (~9% of the contract price) and thus reasonable compensation. Claims for additional losses, such as lost rental profits and indemnity to tenants, were barred where an LAD clause exists.

Read More »
16 November ,2025
Contract Law

BREACH OF CONTRACT – ACQUIESCENCE AND CLEAN HANDS: COURT OF APPEAL BARS PURCHASER FROM ENFORCING SPA

In Vila Mekar Sdn Bhd v Wong Yie Dee [2025] MLJU 2104, the Court of Appeal overturned the High Court’s order for specific performance of a Sale and Purchase Agreement (SPA). The Court held that the Purchaser’s attempt to terminate in 2010 was invalid, as he failed to pay the required compensation, and by acquiescing to the Developer’s delay, the SPA remained subsisting. Later, the Purchaser’s refusal to pay progress claims and termination of his housing loan constituted clear breach and repudiation. Emphasising the equitable maxim that “he who comes to equity must come with clean hands,” the Court removed the Purchaser’s caveat and awarded costs to the Developer.

Read More »
16 November ,2025
Contract Law

MONEYLENDERS ACT 1951- UNJUST ENRICHMENT OR ILLEGAL LOAN? COURT WEIGHS RESTITUTION AGAINST THE MONEYLENDERS ACT

In Golden Wheel Credit Sdn Bhd v Dato’ Siah Teong Din [2021] 12 MLJ, the Court considered whether a licensed moneylender, whose loan agreements were void for non-compliance with the Moneylenders Act 1951, could nevertheless pursue restitutionary remedies. The plaintiff, having advanced RM3.5 million which was channelled to the defendant’s company, sought recovery on grounds of money had and received and unjust enrichment under the Contracts Act 1950. The defendant applied to strike out the claim, arguing that it was merely an indirect attempt to enforce an illegal loan. The case illustrates the delicate balance between statutory illegality under the Moneylenders Act and the equitable principles underpinning restitution.

Read More »
16 November ,2025
Commercial Law

REGULATIONS – GENERAL AGREEMENT ON TARIFFS AND TRADE (GATT 1947 ) – ARTICLE I

This legal update explores key provisions of the General Agreement on Tariffs and Trade (GATT 1947), focusing on Article I (Most-Favoured-Nation Treatment), Article II (Schedules of Concessions), Article XX (General Exceptions), and Article XXI (Security Exceptions). Article I mandates that any trade advantage granted by one contracting party to another must be extended unconditionally to all other parties. Article II ensures that imported goods from contracting parties receive treatment no less favourable than that outlined in agreed schedules, while also regulating permissible taxes and charges. Articles XX and XXI provide exceptions for measures necessary to protect public morals, health, security interests, and compliance with domestic laws. The provisions reflect the foundational principles of non-discrimination, transparency, and fair trade, while allowing for limited, well-defined exceptions. This summary is intended to provide a concise reference for businesses and legal practitioners involved in international trade law.

Read More »
3 April ,2025

Categories

Recent Legal Updates

EMPLOYMENT – RETRENCHMENT – INDUSTRIAL COURT UPHOLDS GLOBAL RESTRUCTURING: REDUNDANCY VALID DESPITE ONGOING WORK OVERSEAS

30 March ,2026

In Sin Leong v BT Systems (M) Sdn Bhd [2025] 4 ILJ 221, the Industrial Court upheld the employer’s retrenchment exercise following a global restructuring, ruling that the claimant was lawfully dismissed due to genuine redundancy. Although the claimant’s functions continued in India, the Court held that the abolition of the entire Malaysian team sufficed to establish redundancy. The company’s profitability did not negate the restructuring, and the LIFO principle did not apply since the whole department was closed. The decision reinforces that courts will respect managerial prerogative, provided the retrenchment is bona fide and not tainted by mala fide or victimisation.

Read More »

DECREE NISI – ADULTERY AND FRAUD – NOT CONCEAL REMARRIAGE – COLLUSION EVIDENCE

30 March ,2026

In Kanagasingam a/l Kandiah v Shireen a/p Chelliah Thiruchelvam & Anor [2026] 7 MLJ 494, the High Court set aside spousal maintenance and committal orders after finding that the ex-wife had fraudulently concealed her remarriage, which by law extinguished her entitlement under section 82 of the Law Reform (Marriage and Divorce) Act 1976. The Court held that consent orders obtained through non-disclosure were vitiated by fraud and ordered repayment of RM310,000, together with RM400,000 in aggravated damages and RM300,000 in exemplary damages. The decision underscores that fraud unravels all, even in family proceedings, and that courts will not hesitate to impose punitive consequences for abuse of process.

Read More »

FEDERAL COURT SAVES SECTION 233 CMA: ‘OFFENSIVE’ AND ‘ANNOY’ REMAIN CONSTITUTIONAL

30 March ,2026

In The Government of Malaysia v Heidy Quah Gaik Li [2026] MLJU 384, the Federal Court overturned the Court of Appeal’s ruling that had struck out the words “offensive” and “annoy” from section 233(1)(a) of the Communications and Multimedia Act 1998. The Court held that these terms, when read together with the requirement of intent to annoy, fall within the permissible restrictions on free speech under Article 10(2)(a) of the Federal Constitution. While the impugned words were upheld as constitutional, the respondent’s acquittal was maintained as her Facebook posts criticising immigration detention conditions did not demonstrate the required intent to annoy or harass.

Read More »

HIGH COURT ORDERS TIKTOK VIDEO TAKEN DOWN: ADVICE ON SECRET CONVERSION OF MINORS VIOLATES CONSTITUTION

30 March ,2026

In Karnan a/l Rajanthiran & Ors v Firdaus Wong Wai Hung [2025] 9 MLJ 14, the High Court granted a mandatory interim injunction ordering the immediate removal of a viral TikTok video advising how underaged non-Muslim children could be secretly converted to Islam without their parents’ knowledge. The Court held that the advice prima facie breached Article 12(4) of the Federal Constitution, which provides that a minor’s religion must be determined by their parent or guardian. Given the risk of irreparable harm to constitutional rights, the Court found the case “unusually strong and clear” and concluded that justice and the balance of convenience favoured the urgent removal of the video pending trial.

Read More »

MARITIME LAW – CLAUSES 28 AND 29 BARECON 2001 – OWNERS CAN’T PICK ANY PORT: COURT LIMITS ‘CONVENIENCE’ IN VESSEL REPOSSESSION CLAUSE

30 March ,2026

In Songa Product and Chemical Tankers III AS v Kairos Shipping II LLC [2026] 1 Lloyd’s Rep 100, the Court of Appeal held that a clause allowing owners to repossess a vessel at a location “convenient to them” does not entitle them to demand redelivery at any distant port of their choosing. The Court emphasised that repossession must occur as soon as reasonably practicable, and where the vessel is already at a safe and accessible port, owners cannot require charterers to incur the cost and risk of sailing it across the world. The decision clarifies that charterers, as gratuitous bailees post-termination, are only obliged to preserve the vessel – not to undertake burdensome repositioning for the owners’ convenience.

Read More »

MARINE INSURANCE – FRAUD DOESN’T DEFEAT COVER: COURT UPHOLDS MORTGAGEE’S CLAIM UNDER MII POLICY OF MORTGAGEE’S CLAIM

30 March ,2026

In Oceanus Capital Sarl v Lloyd’s Insurance Co SA (The “Vyssos”) [2026] 1 Lloyd’s Rep 79, the Commercial Court held that a mortgagee was entitled to recover under a Mortgagee’s Interest Insurance (MII) policy despite a forged war risks cover note and a breach of trading warranties by the shipowner. The Court found that the proximate cause of loss was the mine strike, not the forged insurance, and that the mortgagee was not “privy” to the breach, as its consent had been induced by fraud. The decision reinforces that MII policies are designed to protect lenders from owner misconduct and non-recovery under primary insurance, and that fraud will not defeat cover where the mortgagee acted reasonably.

Read More »

Categories

en_USEN
zh_TWZH ms_MYMY en_USEN