“when the terms of any contract have been proved according to s 91 of the Evidence Act 1950, no evidence of any oral agreement shall be admitted as between the parties to any such instruments where the said oral agreement contradicts, varies or subtracts from the terms of the contract.”

“When the terms of a contract or of a grant or of any other disposition of property have been reduced by or by consent of the parties to the form of a document, and in all cases in which any matter is required by law to be reduced to the form of a document, no evidence shall be given in proof of the terms of the contract, grant or other disposition of property or of the matter except the document itself, or secondary evidence of its contents in cases in which secondary evidence is admissible under the provisions hereinbefore contained.”

Sec 92 (b) ‼ the existence of any separate oral agreement, as to any matter on which a document is silent and which is not inconsistent with its terms, may be proved, and in considering whether or not this proviso applies, the court shall have regard to the degree of formality of the document;

Sec 92 (a) ‼ any fact may be proved which would invalidate any document or which would entitle any person to any decree or order relating thereto, such as fraud, intimidation, illegality, want of due execution, want of capacity in any contracting party, the fact that it is wrongly dated, want or failure of consideration, or mistake in fact or law;

Sec 92 (c) ‼ the existence of any separate oral agreement constituting a condition precedent to the attaching of any obligation under any such contract, grant or disposition of property, may be proved;

Sec 92 (d) ‼ the existence of any distinct subsequent oral agreement, to rescind or modify any such contract, grant or disposition of property, may be proved except in cases in which the contract, grant or disposition of property is by law required to be in writing, or has been registered according to the law in force for the time being as to the registration of documents

Sec 92 (e) any usage or custom by which incidents not expressly mentioned in any contract are usually annexed to contracts of that description may be proved if the annexing of any such incident would not be repugnant to or inconsistent with the express terms of the contract

Sec 92 (f) any fact may be proved which shows in what manner the language of a document is related to existing facts.

Jamin Trading Sdn Bhd & Anor v Shell Malaysia Trading Sdn Bhd [2011] 4 MLJ 662

The separate oral agreement being alleged did not fall within any of the exceptions to s 92 and thus, could not be considered
The more formal a written document, the more suspicious the court must be as to the existence of a collateral agreement

Keng Huat Film Co. v Makhanlal

Mohamed Azmi F J stated-

"It is a well-established rule that the court cannot construe a legal document such as a lease by the acts of the parties or their own understanding of the document . As far as our law is concerned, the exclusion of oral by documentary evidence, is governed by sections 91 to 92 of the Evidence Act 1950.
Section 91 provides that the contents of a document must be proved by the document itself, and section 92 provides that subject to certain provisos, no evidence of any oral evidence or statement shall be admitted for the purpose of contradicting, varying, adding to, or subtracting from its terms "evidence of negotiations, or of the parties" intentions ought not to be received,".

Issue: Whether evidence of oral representations to that effect admissible to contradict/vary documentary evidence 🚩

Citibank Bhd v Pembangunan Cahaya Tulin Sdn Bhd (receivers and managers appointed) & Ors and other suits) [2012] 9 MLJ 181

The evidence of the oral (lease duration) representation was rejected because not capable of coming within any exception to s 92 of the Evidence Act 1950 and in fact has the capacity the contradict, vary, add or subtract from the terms of the agreement to lease, the sublease and the other facility documents in these proceedings that confirm the duration of the sublease.

the form of oral agreement

It is a device which impose liability for oral statements made at the time of negotiations precedent to the making of a contract
For ✅ instance, one party submits to the court that the written contract document did not form the entire agreement between the parties. The alleged oral statements that is silent in the document also constitutes an express terms of the contract

Tan Swee Hoe Co Ltd v Ali Hussain Bros [1980] 2 MLJ 16, Raja Azlan CJ held that, “In our view those cases are strong authority for the proposition that an oral promise, given at the time of contracting which induces a party to enter into the contract, overrides any inconsistent written agreement. This device of collateral contract does not offend the extrinsic evidence rule because the oral promise is not imported into the main agreement. Instead it constitutes a separate contract which exists side by side with the main agreement”

Collateral contract is made when one party made an assurance to the other party which then induces the other party to enter into contract with them

Kluang Wood Products Sdn Bhd & Anor v Hong Leong Finance Berhad and Anor,
the trial judge held that in order to establish the presence of a collateral contract, the party must show:
i. A representation which was intended by the defendants to be relied upon
ii. The representation induced the signing of the contract, and
iii. The representation itself must amount to a warranty, collateral to the main contract and existing side by side with it.