Coursework [1], LAW609, Opinion Writing, Semester March

2024 to July 2024

You are the senior partner of the law firm. You receive correspondence from a client seeking
legal advice on a matter. Peruse that document and any other relevant evidence, then write an
opinion letter for that client.

Please set your Microsoft Word at its default settings for font (Times New Roman), font size (12),
spacing (1.5) and margins. The maximum number of pages (A4) for this letter is 6.

⸻⸻⸻⸻⸻⸻⸻⸻⸻⸻⸻⸻⸻—

Date: 15 April 2024

Sackie Kin Kin (SKK)

Goods Overwrap Overlay Nano Implementation Enterprise (GOONIE) Bhd
Bangunan GOONIE
Dua Minuman Avenue
Jalan Kapitan Herrssup
40450 Shah Alam
Selangor Malaysia

To:
(Please insert name of senior partner)
Senior Partner
(Please insert the name and address of your law firm)

RE: I WOULD NEVER USE ANYTHING OTHER THAN NANO PACKAGING FOR FOOD EVEN
THOUGH I LOVE TRAVEL TROLLEYS

Let me give you a picture of the business that we do, before I share with you the problem that we
are facing. For many many years (ie for more than decade), our fully owned Malaysian subsidiary,
Tech Integration for Chow Konsumables Services (TICKS) Sdn Bhd used to conduct joint
research and testing with our fully owned Siberian subsidiary, Miniature Insulation Keeping Harm
Away Indefinitely Longer (MIKHAIL) OOO. Our group of companies specialise in nano technology
with multiple applications in the food packaging industry. Research and operational testing is the
foundation on which our business is built on.

We like to keep everything in-house as that ensures easily monitored quality control. Even our
manufacturing is done in Siberia ‘not too far’ from MIKHAIL’s research and testing facility.
International Manufacturing Regarding Amalgamated Nanotech (IMRAN) OOO (a fully owned
subsidiary of MIKHAIL) made the packaging, based on the research and testing results from
MIKHAIL and TICKS at its special facility in Kaliningrad. As TICKS and MIKHAIL merely send data
and designs to IMRAN electronically, it has never been caught by any physical export restrictions
imposed by the West. Even when sanctions were commenced after the invasion of Crimea and
the Donbas region, our manufacturing business in Kaliningrad escaped the net of Western
Sanctions.

In order to diversify our manufacturing facilities, we set up our first fully owned manufacturing
facility in Malaysia with Technological Exposition Adaptive Rapid Application (TEARA) Sdn Bhd
after Russia’s invasion of Ukraine. This was not an easy process as there were a lot of supply
chain challenges at the start of the endemic period in Malaysia. At least, our investors can now
rest easy as the business is no longer completely reliant on manufacturing facilities in any so
called ‘rogue’ state. One of the direct beneficiaries of our new nanotech manufacturing plant in
Malaysia is Tea Infused Makanan Aspirasi (TIMA) Sdn Bhd. This is a company that specialises in
making aromatic teas, and our nanotech packaging helps to keep the volatile sweet smelling
compounds sealed in.

At the start of the third quarter of 2023, we set up the Amalgamated Systems Technology
Applications Group (ASTAG) to diversify our nano technology packaging material business. It is a
joint venture vehicle for distribution of nano technology based building materials to be used in
ASEAN, China, Japan, Korea and Taiwan. ASTAG is currently composed of the following entities,
each of which contributed 25 percent of the capital:

[a] New International Siberian Architecture (NISA), a fully owned subsidiary of IMRAN;

[b] Malaysian Architectural Systems (MAS), a fully owned subsidiary of TEARA;

[c] Zipedidooda Ole Ole (ZOO) Sdn Bhd, an investor with a track record in green
manufacturing;

[d] Zenith Universal Blurps (ZUB), a company specialising in 3D printing of construction

materials. Note that ZUB is famous for its patented Big Liberal Universal Reproduction
Printing System (BLURPS).
The whole idea with ASTAG is to take various stakeholders, fuse the various institutional
knowledge and then implement it at an industrial scale within the construction sector. Obviously,
NISA and MAS have a heritage of deep understanding of nanotech material. What was learnt
from the packaging industry has been modified and then repurposed for the construction
industry. ZOO is a pioneer in construction practices that incorporate the United Nations
Sustainable Development Goals (UNSDG). ZUB and its patented BLURPS printing system is able
to implement nanotech construction materials on site with the minimum effect on the carbon
footprint print.

I hope the brief description above will be helpful to you when considering our plight. So here is
the gist of the rather big problem that we have. We have a long term customer (maybe two) that
has been using our nano packaging material for their burgers for years, ie Rahman Malaysia Lagi
Enak Enak (RAMALEE) Sdn Bhd. The company is currently owned by investors Sherry Keefly,
Meera Burns and Bling Feeks. We have grown with RAMALEE as that company was our first
customer when GOONIE started all those years ago.

Our relationship with RAMALEE was documented on a rolling 2 years contract for the supply of
packaging materials based on nanotechnology for their burger business. So far, the relationship
has seen seven (7) contract renewals on largely the same terms and conditions. The blip or
rather ‘slight’ difference came with the most recent renewal on 1 January 2023. This clause was
missing, probably due to an oversight at our corporate compliance department:

7.0 Exclusivity Warranty

7.1 RAMALEE Sdn Bhd warrants that it grants GOONIE Bhd sole and exclusive rights to
supply nanotechnology based packaging materials for its burger production and retailing
business.

7.2 RAMALEE Sdn Bhd warrants that it shall not purchase, use or promote nanotechnology
based packaging materials from any manufacturer and/or supplier other than GOONIE Bhd
in its supply chain.

7.3 In the unlikely event that if RAMALEE Sdn Bhd intends to use any nanotechnology
based food packaging material other than those manufactured and supplied by GOONIE
Bhd, the aforementioned party shall have right of refusal over the matter, regardless of
whether it is able to meet the supply and demand of RAMALEE Sdn Bhd.

7.4 The terms in Clauses 7.1 to 7.3 are absolute. It shall not be added to, varied, amended
or changed in any way or form.

7.5 In the event there is a breach of Clauses 7.1 to 7.3, GOONIE Bhd is entitled to damages
 in full from RAMALEE Sdn Bhd, including any consequential damages, economic losses
and loss of business opportunities, regardless of whether GOONIE Bhd has taken any
steps to mitigate the losses it has suffered.

Clause 7.0 had been present in all the previous iterations of the contracts between GOONIE Bhd
and RAMALEE Sdn Bhd, except for the latest renewal of the contract on 1 January 2023. The
discussions for the renewal of this seventh (7th) contract started on 1 July 2022. One of
RAMALEE Sdn Bhd’s concern at that time was the conflict in the Ukraine.

Throughout our conversation with RAMALEE, we have assured them that we had a huge
stockpiles of nanotechnology based packaging materials in Russia, various Central Asian States
(eg Armenia and Uzbekistan), and of course, Malaysia. We have also assured RAMALEE that even
with the so-called sanctions, there were ways that supplies of the nanotech packaging could be
legitimately funnelled through third countries that were neither friendly nor hostile to Russia that
were not on the banned list, ie legitimately using various trade facilitation strategies and
operations.

On 31 August 2022, we received news through the grapevine that RAMALEE started ordering
supplies of nano packaging from a rival. The entrepreneurs who started RAMALEE, Sherry Keefly,
Meera Burns and Bling Feeks were seen having lunch with Tikar Milan and Zeera Nilama, who
were the hotshot engineers who had founded a special type of bio-degradable nano-plastic for
Fanytical Cola Co (FCC) Sdn Bhd. Note that Missy Dulamzi Bistro (MDB) was a famous lunch spot
among those in the cutting edge of tech business, situated in Bangsar South. It was operated by
three ‘Michelin Stars’ Chef, Hilda Rafa, who had a reputation for molecular gastronomy. This was
the place where business deals were done, or ventures announced ‘unofficially’ by being seen
with your new business partners. Inevitably, meet ups like this will be documented by staff at the
Bistro, and released on its Instagram account. MDB was an integral part of the industry
grapevine.

I was worried during the month of September 2022, whether we would be losing business as a
result of the RAMALEE getting a new source of nanotech packaging. When 1 October 2022
arrived, it looked like my fears may have been unfounded as RAMALEE ordered the same quantity
of packaging supplies from GOONIE for the fourth quarter of 2022. However, everything changed
after 1 January 2023. Orders from RAMALEE dropped 10 percent for each quarter during 2023.
This carried on into 2024’s first quarter, and then into the second quarter as well. RAMALEE
placed an order for merely 180,000 individual packages for its products for the months of April,
May and June of 2024. As this order was placed on 1 April 2024, I thought that the drop of 20
percent in terms of quantity was a joke. Apparently, it was not.

Is there anything we can do to stop the bleeding of our business? I have been very reluctant to
take legal action against RAMALEE as they have been one of our best long term customers.
However, this decline in quantity ordered is now getting serious. Since 1 January 2024, we have
not been able to make up the drop in business from RAMALEE through growth in our other areas
of business. To make things worse, even TIMA has started dropping the quantity for its inventory
for second quarter when it placed its order on 1 April 2024. This has all the footprints of a certain
rival all over it. I think the time has now finally come, when we have to think of the unthinkable, ie
taking legal action against RAMALEE and TIMA, and God forbid, even against FCC.

Yours sincerely,
Sackie Kin Kin
CEO, GOONIE Bhd.