UNIVERSAL CITY EDUCATION SDN. BHD. v U.C.I EDUCATION SDN. BHD.

Case Significance

Illustrates the evidential and pleading demands of a claim founded on an oral contract, and the consequences of failing to plead the who, when, where and what of the alleged agreement — a failure fatal to a substantial commission claim.

This High Court decision at Shah Alam concerns a claim by Universal City Education Sdn Bhd against U.C.I. Education Sdn Bhd for an unpaid referral fee or commission of RM2,241,800 said to be due for students recruited in 2020, 2021 and 2022. The defendant owns and operates City University Malaysia, an institution providing higher-education programmes and in-house courses. The plaintiff's claim rested entirely on an alleged oral agreement between the parties under which the defendant was said to have agreed to pay the plaintiff a referral fee for students it introduced.

Because the plaintiff relied on an oral contract, the case turned on whether the existence and terms of that contract had been sufficiently pleaded and proved. The Court referred to the pleading rules requiring a party to plead specifically the matters on which it relies, so that the opposing party is not taken by surprise and the real issues are defined. It scrutinised the amended statement of claim for the essential particulars an oral contract requires — the identities of the persons who made the agreement on each side, the date, time and place of its formation, and its terms.

The Court found those essential details wanting: the amended statement of claim did not plead the identities of the persons involved in the alleged oral contract, nor the date, time and location of its formation, nor the terms of the alleged agreement. Absent those particulars, the plaintiff could not establish the oral agreement on which its entire claim depended. The Court accordingly dismissed the plaintiff's claim with costs. The judgment is a useful illustration of the evidential and pleading demands of a claim founded on an oral contract, and of the consequences of failing to plead the who, when, where and what of the alleged agreement — a failure fatal to a substantial commission claim.