JUDGMENT

Lee Swee Seng FCJ:

[1] The three related appeals before us, heard together, raise two interesting issues. One is whether the winding up of a joint-venture company, after it has obtained a liability judgment in a derivative action but before quantum is assessed, limits the quantum to the period ending on the winding up date ("the Subsequent Winding Up Issue").

[2] The other issue is whether when a judgment specified only an item to be deducted from the gross revenue of certain services rendered by the joint-venture company, as part of the counterclaim allowed by the Court in favour of the defendant, should the assessment of the quantum to be paid to the joint-venture company take into account the costs and expenses incurred by it in generating the gross revenue ("the Interpretation of Liability Judgment Issue").

[3] The plaintiff, Urban Domain Sdn Bhd ("UDSB") brought a common-law derivative action for and on behalf of a Joint-Venture Company ("JV Company") PINS OSC Maintenance Services Sdn Bhd ("OSC") as a nominal 1st Defendant ("D1") against its joint-venture partner Perak Integrated Network Services Sdn Bhd ("PINS") as the 2nd Defendant ("D2") for loss of profit arising out of a breach of a Management Agreement ("MA") and First Supplemental Agreement ("1st SMA"), collectively called "MAs". The derivative action arose because of the failure of PINS to pay OSC maintenance fees derived from the Operators in Group B under the MAs. PINS had, at its end, entered into a License Agreement with Operators in Group A to charge them License Fees for their use of the Infrastructure Projects, chiefly consisting of the Telecommunications Towers ("Towers").