KENBEE SDN BHD v GLORY DRIVE SDN BHD

n-02ncvcw-1935-11-2024 Court of Appeal (Mahkamah Rayuan) 6 April 2026 • N-02(NCvC)(W)-1935-11/2024 • 24 min read
4 cases cited (0 SG, 4 foreign)

Outcome

For all the foregoing reasons, we allow this appeal. The judgment of the High Court dismissing the Plaintiff’s claim is set aside. In its place, judgment is entered in favour of the Plaintiff against the Defendant for the following: (i) The sum of RM2,719,975.35 being the Balance Purchase Price payable pursuant to the price adjustment mechanism under Clause 2 of the Supplemental Agreement read with Clause 1(d) of the Principal Agreement.

Quoted verbatim from the judgment of Court of Appeal (Mahkamah Rayuan) (n-02ncvcw-1935-11-2024). Read the full judgment on the official Malaysia Courts portal for the complete decision.

Catchwords

Construction of Clause 2 of the Supplemental Agreement The governing principles - The meaning of "liabilities arising from its operation" – the phrase "arising from its operation" should not be interpreted as a technical accounting term of art referable to the classification of activities in a cash flow statement - the literal meaning of the words "liabilities of the company arising from its operation" does not naturally import the technical cash flow statement distinction between operating, investing and financing activities - "change in the liabilities of the company arising from its operation" - Amortisation and Deferred Tax Liability - Appellate Intervention

Practice Areas

Contract

Judges (3)

Ahmad Kamal bin Md. Shahid Coram Azmi bin Ariffin Coram Ong Chee Kwan Delivered

Counsel (8)

Alex Chang & Co. Firm Chongsoo Partnership Firm Alex Chang Huey Wah Counsel Respondent Chang Jun Chen Sean Counsel Respondent Lim Wen Mi Counsel Respondent Shamala Devi Balasundaram Counsel Appellant Siow Poh Ching Counsel Appellant Soo Siew Mei Counsel Appellant

Parties (2)

GLORY DRIVE Sdn Bhd Respondent KENBEE Sdn Bhd Appellant

Statutes Cited

Evidence Act 1950 (Cap 56)

Cases Cited (4)

UK (1)
[1998] 1 WLR 896
MY (3)
[2016] 1 MLJ 464 [2017] 4 MLJ 697 [2025] 7 CLJ 29

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (n-02ncvcw-1935-11-2024)