Zakaria Yatim J:

[1] On 12 November 1992, the plaintiff (Johnson Malaysia) filed an ex-parte application by summons in chambers (encl 57) seeking the order of the Court in terms of the following prayers:

(1) A mandatory injunction ordering the first defendant (Johnson UK) whether by itself, its directors, officers, employees, servants or agents to withdraw the letters dated 22 and 29 October 1992 written by Messrs Ram, Rais & Partners and published to the Kuala Lumpur Stock Exchange (KLSE) by writing to the KLSE on terms approved by the Court within 48 hours of the order of the Court, failing which Johnson Malaysia or its solicitors be authorised to write the same thereafter; and

(2) An interlocutory injunction restraining Johnson UK whether by itself, its directors, officers, employees, servants or agents from taking any action whatsoever, whether directly or indirectly, which has the effect of interfering with or threatening the listing of the shares of Johnson Malaysia on the KLSE until trial of the action or further order.

[2] Johnson UK was given notice of the ex-parte application and at the hearing of the application on 14 November 1992, Counsel for both parties were present and made their respective submissions.

[3] After hearing both parties, I made an order in terms of prayers 1 & 2 of the ex-parte application subject to the plaintiff's undertaking as to damages.

[4] On 9 December 1992, Johnson UK filed an application by summons in chambers (encl 12) for the following order:

(1) That the order of this Court dated 14 November 1992 be set aside;

(2) Alternatively, that the said order be varied to the extent by deleting para (b) therefore (para (b) in the said order is in respect of prayer (2) of the ex-parte application)

(3) That there be an inquiry as to damages suffered by the defendants and that the plaintiff do pay to the defendants such damages so ascertained after the enquiry; and

(4) That the costs of and incidental to the application be paid by the plaintiff to the defendants.

[5] I shall first deal with the ex-parte application, which was heard interpartes.

[6] The facts as pleaded in the statement of claim are as follows: Johnson Malaysia was incorporated on 22 April 1976 as a private limited company under the laws of Malaysia and having its registered office at 32, Lorong Gajus, Senawang Industrial Estate, Seremban. Johnson UK is a company incorporated under the laws of England, having its registered office at Highgate Tile Works, Tunstall, Stoke-on-Trent, England. The second defendant, (Norcros) is a company incorporated under the laws of England, having its registered office at Norcros House, Bagshot Road, Bracknell, Berkshire, England. Both Johnson UK & Norcros are associated companies.

[7] By a joint venture agreement dated 29 December 1976 entered into between Dunlop Malaysia Industries Berhad (Dunlop), Lembaga Tabung Angkatan Tentera (LTAT), Koperasi Polis Di Raja Malaysia (Koperasi Polis) and Norcros, then known as H & R Johnson - Richards Tiles Ltd, it was agreed that the said four joint venture partners would manufacture glazed ceramic wall and floor tiles through the agency of Johnson Malaysia. Each of the joint venture partners agreed to subscribe to the paid up capital of Johnson Malaysia. Clause 14 of the joint venture agreement provides that the said agreement shall subsist for as long as two or more of the original joint venture partners have an equity interest in Johnson Malaysia. By 1991, Norcros & Dunlop had transferred their entire shareholdings under the joint venture agreement in Johnson Malaysia to LTAT. In consequence, 79% of the paid up share capital of Johnson Malaysia belongs to LTAT and the remaining 21% belongs to Koperasi Polis thereby making Johnson Malaysia a wholly Malaysian company. Since the shareholders of Johnson Malaysia are two of the original joint venture partners, the joint venture agreement remains valid and binding pursuant to cl 14.

[8] On 15 December 1976, Johnson Malays