Gopal Sri Ram JCA:

[1] This appeal is directed against the order of the High Court entering judgment for the plaintiff (respondent before us) against the defendants (appellants before us) and in dismissing the first defendant's counterclaim. The factual background against which this appeal rests is as follows.

[2] Primakar Sdn Bhd ("Primakar") is an importer and dealer of motor cars. The first defendant which is a private limited company placed an order for a BMW motor car for importation into this country. The order form was signed on the first defendant's behalf by its managing director the second defendant. The first defendant then obtained finance from the plaintiff for the purchase of the car. The plaintiff purchased the car from Primakar and let it to the first defendant pursuant to a hire-purchase agreement entered into between them. The second defendant guaranteed repayment. Later, the car was seized by officers of the Royal Customs for default in the payment of the actual duty payable on the car. The first defendant then defaulted in paying the instalments due under the hire-purchase agreement. The plaintiff brought an action against the defendants to recover the