Vigilant Ventures Sdn Bhd v Lembaga Kemajuan Ikan Malaysia

Appellant(s): Vigilant Ventures Sdn Bhd

Respondent(s): Lembaga Kemajuan Ikan Malaysia (LKIM)

• YA Datuk Supang Lian
• YA Datuk Dr Shahnaz Binti Sulaiman
• YA Dato' Amarjeet Singh a/l Serjit Singh

• The respondent, a statutory body and registered proprietor of aquaculture land in Kedah, entered into a Collaboration Agreement (2008) and Tenancy Agreement (2014) allowing the appellant to take over and operate an aquaculture project based on representations of the appellant's expertise and technology.
• Clause 4 of the Collaboration Agreement provided for a 3-year trial period, followed by two automatic 3-year extensions, with any further extension thereafter requiring mutual written agreement, up to a maximum tenure of 15 years of extensions (with an overall stated intention of 30 years).
• After the second extension expired in May 2017, the respondent did not renew the agreement, found the project site abandoned, rejected a new proposal submitted by the appellant, and eventually sued for declarations of expiry, vacant possession, and damages including for alleged fraudulent misrepresentation and breach of contract.

• Whether the High Court's findings that the agreements were validly and voluntarily entered into, yet also induced by fraud/misrepresentation, were contradictory, and how such fraud findings related to the separate issue of contractual expiry.
• Whether, on a proper construction of Clause 4 of the Collaboration Agreement, the agreement automatically continued for 30 years or expired by effluxion of time on 4 May 2017 absent mutual written agreement to extend.
• Whether the special damages (for loss of guaranteed profit share) and general damages (RM2.4 million) awarded by the High Court were properly pleaded, legally founded, and strictly proved, and whether dismissal of the appellant's counterclaim (for continued possession under a 30-year term) was correct.

• The Court of Appeal held that Clause 4 was unambiguous: after the second automatic extension expired on 4 May 2017, any further extension required mutual written agreement, which was never reached; the Collaboration Agreement (and consequently the Tenancy Agreement) therefore expired by effluxion of time, not by termination for breach, rendering termination-notice requirements irrelevant.
• The Court clarified that the finding of fraudulent misrepresentation was relevant only to the claim for damages (since a contract induced by fraud remains valid until rescinded) and not to the separate question of contractual expiry, resolving the apparent inconsistency in the High Court's reasoning.
• The awards of RM171,804.78 special damages and RM2.4 million general damages were set aside for lack of strict proof and proper legal basis (no rescission or unjust enrichment claim pleaded, and no documentary proof of gross income), but the declarations of expiry, the order for vacant possession, and the dismissal of the appellant's counterclaim were affirmed, with each party bearing its own costs.