Hanwa Co Ltd v Ingenieur Gudang Berhad (dahulunya dikenali sebagai Dynaciate Group Berhad) PIHAK KETIGA Siah Kok Poay

wa-22ncc-519-07-2023 High Court (Mahkamah Tinggi) 13 November 2025 • WA-22NCC-519-07/2023

Catchwords

Contractual Interpretation – The "Objective Approach" vs. Subjective Intent – Following Berjaya Times Square, how the court applies an objective lens to interpret specific definitions (e.g., "Outstanding Tax Appeal") and whether the absence of a formal appeal at the time of signing renders such a clause unenforceable. Incorporation of Terms Between Successive Agreements – The judicial criteria for determining whether terms from a prior Share Sale Agreement (SSA 1) are incorporated into a subsequent agreement (SSA 2) – When the latter is not executed simultaneously and lacks an express incorporation clause. Material Breach – The failure to fulfill a specific contractual promise (obtaining a successful tax appeal) within a stipulated timeframe (3 years). Contractual Indemnity (Clause 6(E)) – A covenant requiring the seller to indemnify the purchaser for a percentage of "Losses" arising from breaches of terms or warranties – Indemnity for Breach of a Specific Obligation vs. General Warranties – Whether an indemnity clause drafted to cover "any breach of the terms and conditions" extends to the failure of a specific "Obligation on Completion”, or if it is restricted to breaches of general "Warranties". Rules of Remoteness and Mitigation – Contractual definitions that explicitly exclude standard common law limitations on damages - The Validity of Exclusionary Clauses for Remoteness and Mitigation – The enforceability of a "Losses" definition that expressly excludes the "rules of remoteness and mitigation." – Can parties contractually override these established principles of the Contracts Act 1950? Factual Matrix – The background circumstances used by the court to interpret the objective intention of the contracting parties. Parol Evidence Rule (Sections 91 & 92 Evidence Act) – The legal prohibition against using extrinsic evidence to contradict or vary the clear, written terms of a contract – The "Four Corners" Rule and Section 92 of the Evidence Act – Applying the principles laid down in Kuala Dimensi, to what extent can a court look at audited accounts or letters of undertaking to clarify a "defective" or "ambiguous" contractual term regarding a tax refund?

Judges (1)

Mohd Arief Emran bin Arifin Delivered

Parties (3)

Hanwa Co Ltd Plaintiff Ingenieur Gudang Berhad Defendant Siah Kok Poay Third Party

Judgment

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Read on eJudgment

Source: eJudgment (wa-22ncc-519-07-2023)