Petron Malaysia Refining & Marketing Bhd v Magna Enigma Sdn Bhd

w-02ncvcw-950-06-2024 Court of Appeal (Mahkamah Rayuan) 22 June 2026 • W-02(NCvC)(W)-950-06/2024 • 37 min read
7 cases cited (0 SG, 7 foreign)

Catchwords

Contract Law – Formation of contract – Letter of Offer – Whether binding – Letter of Offer containing core commercial terms – No "subject to contract" clause – Subsequent conduct of parties – Held: Letter of Offer constituted a binding contract Contract Law – Consensus ad idem – Objective test – Determination by language used, conduct of parties, surrounding circumstances – Subjective after-the-fact assertion of no intention to be bound – Not decisive Contract Law – Counter-offer – Distinguished from post-contractual request to vary terms – Counter-offer only arises before acceptance – Request made 11 months after acceptance – Held: not a counter-offer but a proposal to vary existing contract – Rejection of proposal leaves original contract intact Contract Law – Variation of contract – Proposal to vary existing contract – Requires fresh consideration – Invalid variation does not nullify original contract – Parties remain bound by original terms Contract Law – Breach of contract – Repudiation – Anticipatory breach – Withdrawal from contract – Communication of intention no longer to be bound – Held: wrongful repudiation Contract Law – Damages – Expectation losses / Loss of future profits – Section 74 Contracts Act 1950 – Claim not speculative where supported by empirical data from comparable operations – 3-year replacement period damages awarded Civil Procedure – Appeal – Findings of fact – Appellate intervention – Trial judge's findings overturned where based on erroneous legal approach – Misapplication of counter-offer and "subject to contract" principles

Practice Areas

Civil Procedure

Judges (3)

Amarjeet Singh a/l Serjit Singh Coram Shahnaz binti Sulaiman Delivered Supang Lian Coram

Counsel (6)

Adnan Sharida & Associates Firm Raja, Darryl & Loh Firm Adnan Bin Seman @ Abdullah Counsel Respondent Mark Yu Kee La Brooy Counsel Appellant Steven Ramesh Counsel Appellant Yenne Chow Counsel Appellant

Parties (2)

Magna Enigma Sdn Bhd Respondent Petron Malaysia Refining & Marketing Bhd Appellant

Statutes Cited

Civil Law Act 1956
s 11
Contracts Act 1950 (Cap 136)
s 10 s 7 s 74

Cases Cited (7)

MY (7)
[1967] 2 MLJ 9 [1994] 2 MLJ 754 [1997] 1 CLJ 625 [1998] 2 MLJ 350 [2015] 6 MLJ 310 [2023] 2 MLJ 566 [2025] 3 CLJ 497

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (w-02ncvcw-950-06-2024)