UEM Land Berhad v Mohd Khalid Bin Mohd Noor

Appellant(s): UEM Land Berhad

Respondent(s): Mohd Khalid Bin Mohd Noor

• YA Dato' Mohd Nazlan Bin Mohd Ghazali
• YA Datuk Seri Mohd Firuz Bin Jaffril
• YA Datuk Dr Lim Hock Leng

• The respondent proposed to rent approximately 30 acres of land from the appellant for a minimum three-year tenure to cultivate 'Cow Grass' for supply to the appellant's development project.
• A Letter of Appointment and subsequently a Tenancy Agreement were executed, which included an early termination clause (Clause 15) allowing either party to terminate with three months' written notice without compensation. The respondent also signed a Vendor Declaration with an anti-corruption undertaking.
• Following Malaysian Anti-Corruption Commission (MACC) investigations involving the appellant's Deputy General Manager and the respondent's employee, the appellant terminated the Tenancy Agreement by issuing a three-month notice, citing its Zero Tolerance Policy on Corruption.

• Whether the High Court erred in holding that Clause 15 (early termination with notice) of the Tenancy Agreement must be read together with Clause 6 (termination for default) and that Clause 15 was unconscionable if applied at will.
• Whether the High Court erred in finding that the non-disclosure of reasons for termination rendered the termination agreement defective and that a mutual termination required a variation agreed by both parties.
• Whether the MACC investigation, without a conviction or charge against the respondent, justified the termination of the agreement.

• The Court of Appeal unanimously agreed with the High Court's finding that the termination was unilateral but found that the High Court had arrived at its decision based upon a wrong premise of law regarding contractual interpretation.
• The Court held that Clauses 6 and 15 of the Tenancy Agreement are clear, unambiguous, and must be read independently, with Clause 15 allowing for early termination by either party with three months' notice, "notwithstanding anything contained herein," without requiring reasons or mutual agreement.
• The Court allowed the appeal, ruling that the appellant's termination of the Tenancy Agreement was valid as it complied with the requirements of Clause 15, and dismissed the respondent's reliance on Section 29 of the Contracts Act and the doctrine of legitimate expectation.