SKYTECH SYNERGY SDN BHD v LOW HUI PING

Case Significance

Confirms that an office-holder who signs a contract on behalf of a registered society is not personally liable on it: by the doctrine of privity and section 9(c) of the Societies Act 1966 the society is the contracting party, and a personal claim against the office-holder discloses no cause of action.

This High Court decision at Johor Bahru concerns whether an office-holder of a registered society can be sued personally on a contract she signed in her representative capacity, and it applies the doctrine of privity of contract together with the statutory status of societies. The plaintiff company sued in respect of a quotation, naming as first defendant an individual personally and, as second defendant, that same individual in her capacity as Chairman of a residents' association — a registered society. The Sessions Court had allowed the first defendant's application under Order 18 rule 19 and/or Order 92 rule 4 of the Rules of Court 2012 to strike out the writ and statement of claim against her in her personal capacity, and the plaintiff appealed.

The court examined the capacity in which the quotation had been signed. The plaintiff's own affidavit in reply, deposed by one of its directors, did not dispute that the individual was the chairman and president of the management committee of the association, which the statement of claim itself described as an association. On that footing the court held that the individual had signed the quotation not in her personal capacity but as chairman of the society. Applying the doctrine of privity of contract, the contract was between the plaintiff and the society, not the individual; and section 9(c) of the Societies Act 1966, which addresses the standing and legal position of a registered society, reinforced that the society, rather than its office-holder, was the contracting party. There was therefore no cause of action against the individual personally, and no need for a full trial to establish a fact the evidence had already made plain.

The court dismissed the appeal and affirmed the striking out of the writ and statement of claim against the first defendant. The judgment illustrates that an office-holder who contracts on behalf of a registered society is not personally liable on that contract, and a claim against her in her personal capacity discloses no cause of action.