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LIMITATION OF ACTION – TIME WAITS FOR NO CLAIM – COURT OF APPEAL STRIKES OUT PKA’S LATE ACTION

In the notable decision of Kuala Dimensi Sdn Bhd v Port Kelang Authority [2025] 2 MLJ 238, the Court of Appeal firmly emphasized the critical importance of timely action in contractual disputes, ruling that PKA’s claims against KDSB were statute-barred under the Limitation Act 1953. The Court decisively clarified that parties cannot invoke the postponement of limitation periods without demonstrating genuine inability to discover breaches earlier through reasonable diligence. This judgment serves as a stern reminder to litigants to vigilantly monitor their contractual rights and act promptly to avoid losing claims due to statutory time limitations.

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Arbitration

ARBITRATION – SHIPPING – REPAIR GONE WRONG: CLARIFYING SHIPYARD LIABILITY IN ARBITRATION (“MARE NOVA”)

In Hai v Pai & Anor [2025] 8 MLJ 211, the Court decisively addressed the delicate intersection of marital betrayal and financial fairness. Affirming the award of damages against a third-party “homewrecker,” the decision underscores the judiciary’s firm stance on compensating emotional and financial harm arising from adultery. Furthermore, the ruling clarifies the importance of precise documentation and the consequences of commingling inherited wealth, reinforcing that matrimonial asset division requires careful, individualized assessment to achieve true equity.

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Updates

BREACH OF CONTRACT – FORCE MAJEURE – FORCE MAJEURE UNPACKED: WHEN ‘REASONABLE ENDEAVOURS’ DON’T BEND CONTRACT TERMS

The UK Supreme Court clarified the limits of force majeure clauses, ruling that “reasonable endeavours” do not require a party to accept alternative performance outside the agreed contract terms. This decision emphasizes that force majeure clauses are meant to uphold, not alter, original obligations – even in unexpected circumstances. The case serves as a reminder for businesses to define alternative options explicitly within their contracts if flexibility is desired.

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Contract Law

CONTRACTS – CONTRACT FOR THE SALE OF GOODS FOB – REMOTENESS OF DAMAGES IN BACK-TO-BACK CONTRACTS – COURT DEFINES LIMITS ON LIABILITY

In a complex dispute involving back-to-back contracts, the court clarified the boundaries for assessing damages, emphasizing that a chain of contracts does not automatically ensure liability passes through. Although substantial losses resulted from delays and disruption, the court highlighted the importance of the remoteness of damages, noting that each contract’s unique terms ultimately limited liability. This decision emphasise the need for parties in chain contracts to carefully define indemnity and liability provisions, as damages are assessed based on foreseeability rather than simply the structure of linked agreements.

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Contract Law

CONTRACT LAW – CONTRACTUAL INTERPRETATION REMEDIES UNVEILED: DECIPHERING CONTRACTUAL CLAUSES AND LEGAL BALANCE

This legal updates explore the principles governing the interpretation of agreements, emphasizing the importance of clarity and unambiguity in contractual terms. It delves into a key issue involving restrictions on remedies for breach of contract, shedding light on the court’s commitment to upholding plain meanings. The illustrative scenario involving shareholders X and Y dissects a pertinent clause, showcasing the delicate balance between restricting remedies and ensuring fairness in legal proceedings.

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Contract Law

CONTRACT LAW – IMPLIED TERMS

I have a sale contract which does not set out terms which should have been there in the first place. For example, it is a contract to purchase electrical items. There is no term that says the electrical items should be in working condition.

What can I do?

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Recent Legal Updates

ROAD TRANSPORT ACT – INSURANCE – DECLARATION TO NOT INDEMNIFY THE INSURANCE

In Mohd Riza bin Mat Rani & Ors v Zurich General Takaful Malaysia Bhd [2025] 2 MLJ 224, the Court of Appeal allowed the appeal by the claimants and set aside the High Court’s decision which had favoured the insurer. The Court held that Zurich was not entitled to repudiate liability under the motor takaful policy, as the alleged non-disclosures were not proven to be material or made dishonestly. Emphasising the principles of fairness and protection inherent in takaful, the Court ruled that technical omissions should not be used to defeat the rights of accident victims and their families.

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CONSTITUTIONAL LAW – A PEACEFUL WIN: COURT STRIKES DOWN CRIMINAL PENALTY FOR NO NOTICE UNDER PAA

In Amir Hariri bin Abd Hadi v Public Prosecutor [2025] 4 MLJ 807, the Court of Appeal struck down Section 9(5) of the Peaceful Assembly Act 2012 as unconstitutional. The provision, which criminalised organisers for failing to give 10 days’ prior notice of an assembly, was held to be a disproportionate restriction on the constitutional right to peaceful assembly under Article 10(1)(b). The Court emphasised that while notice requirements under Section 9(1) remain valid for regulatory purposes, criminal penalties for non-compliance imposed an unjustifiable burden on fundamental liberties. This landmark ruling strengthens constitutional protections for public assemblies in Malaysia.

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MARITIME LAW – LIEN, LOSS AND LMAA: ENGLISH COMMERCIAL COURT ORDERS SALE OF DETERIORATING CARGO

In Lord Marine Co Ltd v Vimeksim Trans SA & Anor [2025] 2 Lloyd’s Rep 52, the English Commercial Court exercised its powers under s.44 Arbitration Act 1996 to order the sale of a deteriorating cargo of Ukrainian corn over which the shipowners had exercised a lien for unpaid freight. Mr Justice Bryan held that the cargo was the “subject of the proceedings” and that the court could intervene to preserve its value pending LMAA arbitration. The decision clarifies that a “freight prepaid” stamp does not estop owners where freight has not actually been paid and the bills of lading never left owners’ possession, and that possession can be maintained even when the cargo is stored in a receivers’ warehouse. This case reinforces the court’s readiness to act swiftly to prevent the loss of value in perishable cargo while safeguarding parties through fortified undertakings in damages.

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SUMMARY JUDGMENT – NO ESCAPE FOR GUARANTORS – COURT GRANTS SUMMARY JUDGMENT TO OCBC IN LOAN DEFAULT DISPUTE

In OCBC Bank (Malaysia) Bhd v Agroglobal Sdn Bhd [2025] 1 Lloyd’s Rep 558, the Singapore High Court granted summary judgment against the borrower and its guarantors, dismissing bare allegations of misrepresentation and non-disbursement. The decision reaffirmed that signed facility and guarantee documents are binding, and generic denials- absent credible evidence – will not prevent judgment. The case highlights the judiciary’s strict stance on enforcing loan agreements and signals that guarantors cannot plead ignorance of clear contractual obligations.

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MARITIME LAW – PORT CHARGES – BERTH AND BILL – COURT ANCHORS LIABILITY FOR PORT DUES ON IDLE VESSEL

In Marina Developments Ltd v Owner(S) Of “Sy Explorer” [2025] 1 Lloyd’s Rep 428, the court upheld the Port Authority’s statutory right to recover outstanding berthing charges, despite claims of abandonment by the vessel’s owners. The judgment reinforces that unless formal legal abandonment procedures are undertaken, port dues will continue to accrue. This decision affirms that even stationary vessels carry financial obligations, and port authorities can enforce recovery under maritime law protocols.

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MARITIME LAW – BILLS OF LADING – NO BILL, NO CARGO – SHIPOWNERS HELD LIABLE FOR MISDELIVERY WITHOUT ORIGINAL BL

In the pivotal case of The Doric Valour [2025] 1 Lloyd’s Rep 401, the Court of Appeal affirmed the stringent maritime principle that cargo cannot lawfully be released without the surrender of original bills of lading. Rejecting shipowners’ reliance on indemnities to justify cargo delivery without original documents, the Court emphasized the sanctity of the bill of lading as the cornerstone of secure international trade. This decision serves as a robust reminder for maritime operators that compliance with established shipping documentation procedures is mandatory to avoid serious liabilities.

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