JUDGMENT

Alizatul Khair Osman Khairuddin FCJ:

Introduction

[1] This appeal arose from the decision of the High Court (subsequently affirmed by the Court of Appeal) which had allowed the respondent's claim against the appellants for the sum of RM19,266,746.16 together with interest.

[2] For convenience, the respondent will be referred to as the plaintiff while the appellants will be referred to as the (1st and 2nd) defendants respectively in this judgment.

[3] We heard parties' respective submissions, reserved judgment, and upon due consideration deliver this judgment.

[4] This judgment is prepared and delivered pursuant to s 78(1) of the Courts of Judicature Act 1964, as both Justice Zaharah Ibrahim, CJM and Justice Aziah Ali, FCJ have since retired. This judgment is therefore the judgment of the remaining members of the panel.

The Leave Questions

[5] This court, on 17 August 2017 granted the defendants leave to appeal on the following Leave Questions:

Leave Question (i)

Whether a contract for payment of commission may last in perpetuity without being subject to an implied term as to termination upon reasonable notice?

Leave Question (ii)

Whether in determining the quantum of damages payable for breach of contract for the payment of a commission in perpetuity is to be assessed in accordance with the decisions in Hadley v. Baxendale [1854] 9 Exch 341; [1843-60] All ER Rep 461 and Transfield Shipping Inc v. Mercator Shipping Inc [2009] AC 61 and upon an application of s 74 of the Contracts Act 1950 or whether it should be determined upon a multiplier and multiplicand basis?

The Background Facts

[6] The plaintiff, an individual, initiated this suit to enforce a brokerage contract against the defendants for services rendered in securing the contract for the 1st defendant for the supply of seafood to Tesco Stores (M) Sdn Bhd ('Tesco'). The 1st defendant, also an individual, trades in the name and style of Lean Seh Fishery. The 2nd defendant is a company which was effectively set up by the 1st defendant. We will elaborate further on the formation of the 2nd defendant later in the judgment. This will explain why the 2nd defendant was to made a party to this suit.