RICH PRUDENCE SDN BHD v CENVIRO RECYCLING & RECOVERY SDN BHD

wa-22ncc-429-08-2022 High Court (Mahkamah Tinggi) 29 July 2025 • WA-22NCC-429-08/2022 • 6 min read

3 cases cited (0 SG, 3 foreign)

Outcome

For the reasons set out above, I dismissed the Plaintiff’s claim as well as the Defendant’s counterclaim. In view of the fact that neither party has succeeded in their respective claims, I make no order as to costs.

Quoted verbatim from the judgment of High Court (Mahkamah Tinggi) (wa-22ncc-429-08-2022). Read the full judgment on the official Malaysia Courts portal for the complete decision.

Catchwords

Contract – Misrepresentation – Pre-contractual representations – Entire agreement clause – Exclusion of prior agreements and representations – Collateral contract – Evidence Act 1950 ss.92(a) and 92(b) – No sufficient evidence of binding collateral contract – Variance claims – Contractual notice requirements – Non-compliance with prescribed timeline – “Without prejudice” communications – Evidence Act 1950 s.23 – Inadmissible in absence of concluded settlement – Documents in Part B do not override “without prejudice” privilege – No clear admission of liability – Counterclaim – Alleged unaccounted goods – Burden of proof not discharged.

Practice Areas

Contract Evidence

Judges (1)

Wan Muhammad Amin bin Wan Yahya Delivered

Counsel (7)

Cheang & Ariff Firm Kumar Partnership Firm Brian Foong Mun Loong Counsel Defendant Derek Kho Ngiat Liang Counsel Defendant Muhammad Hiqmar Danial bin Hidzir Counsel Defendant Ravvenneah A/P Kalisvaran Counsel Plaintiff Shaarvin Raaj a/l Selva Kumar Counsel Plaintiff

Parties (2)

CENVIRO RECYCLING & RECOVERY Sdn Bhd Defendant RICH PRUDENCE Sdn Bhd Plaintiff

Case Significance

Illustrates how an entire-agreement clause excludes reliance on pre-contractual representations, and the evidential limits on collateral contracts and 'without prejudice' material under the Evidence Act 1950.

This High Court decision in the Commercial Division at Kuala Lumpur, delivered by Wan Muhammad Amin bin Wan Yahya J after trial, concerns a commercial dispute between Rich Prudence Sdn Bhd and Cenviro Recycling & Recovery Sdn Bhd arising out of a "Terms for Purchase of Transformer Agreement" dated 13 June 2018. The plaintiff claimed outstanding variance payments and damages for misrepresentation, while the defendant denied the claims and counterclaimed for unaccounted copper. The plaintiff's case rested on alleged pre-contractual representations that it would be appointed for ten years in two-year tranches, that the appointment would be exclusive, and that the contract would be renewed if performance was satisfactory; on the strength of those representations and three subsequent extensions the plaintiff argued that the contract, or alternatively a collateral agreement, had been wrongfully not renewed after 31 January 2022.

The Court held that the express terms of the agreement governed the parties' relationship. The agreement stipulated a two-year contract period with any renewal subject to the defendant's discretion based on satisfactory performance, and it contained an entire-agreement clause that expressly excluded all prior agreements and quotations. Although that clause did not expressly refer to "representations", the Court held that it nonetheless embraced them. Turning to the plaintiff's alternative case of a collateral contract under sections 92(a) and 92(b) of the Evidence Act 1950, the Court found the evidence fell short of establishing a binding collateral contract. It also addressed the plaintiff's reliance on "without prejudice" communications, holding, by reference to section 23 of the Evidence Act 1950, that such communications were inadmissible in the absence of a concluded settlement and could not constitute a binding admission by the defendant.

Having found neither the variance claims (which failed for non-compliance with the contractual notice requirements and prescribed timeline) nor the misrepresentation and collateral-contract claims made out, and finding the counterclaim likewise unproven, the Court dismissed both the plaintiff's claim and the defendant's counterclaim, making no order as to costs since neither party had succeeded. The judgment is a useful illustration of how an entire-agreement clause excludes reliance on pre-contractual representations, and of the evidential limits on collateral contracts and "without prejudice" material.

What was the effect of the entire-agreement clause on the alleged pre-contractual representations?

The Court held that the express two-year term, with renewal at the defendant's discretion, governed the relationship, and that the entire-agreement clause — though it did not expressly mention 'representations' — nonetheless embraced them, excluding the prior agreements, quotations and representations the plaintiff relied on; the alternative collateral-contract case under sections 92(a) and 92(b) of the Evidence Act 1950 was not made out on the evidence.

How did the Court dispose of the claim and counterclaim?

It dismissed both the plaintiff's claim and the defendant's counterclaim, and made no order as to costs since neither party had succeeded; it also held that 'without prejudice' communications were inadmissible under section 23 of the Evidence Act 1950 absent a concluded settlement.

Statutes Cited

Contracts Act 1950 (Cap 136)

Evidence Act 1950 (Cap 56)

Cases Cited (3)

MY (3)

[1981] 2 MLJ 17 [2005] 3 MLJ 522 [2017] MLJU 201

Judgment

Read the full judgment on the official Malaysia Courts portal.

Read on eJudgment

Source: eJudgment (wa-22ncc-429-08-2022)