(Oral)

Gopal Sri Ram JCA:

[1] This is the judgment of the court.

[2] This appeal is directed against the order of the learned judge of the High court, dismissing the plaintiff's claim for the following relief:-

(a) a declaration that he is entitled to full benefit of all business transacted by PS nee Indrani - Account no 042412 Org No 6200;

(b) an order that an account be taken in respect of Indrani's business transaction;

(c) judgment for such sums as shown in the account with interest thereon

(d) alternatively for damages and interests thereon; and

(e) costs.

[3] The facts which form the background against which this appeal rests, fall within a narrow compass. The plaintiff (the appellant before us) was at all material times a Divisional Sales Officer ("DSO") of the defendant (the respondent before us). But he had another relationship with the defendants, namely as agent for the sale of the defendant's insurance policies.

[4] These two relationships are contained in two separate agreements. These agreements were entered into between the plaintiff and the defendant periodically. The agreements material and relevant to the instant dispute are both dated 8 July 1986. Both had several clauses. Many of them are relevant for present purposes. But, so far as the present appeal is concerned, it is sufficient that we reproduce four clauses, first from the Agency Agreement. These are cls 1, 5, 18 and 29.

[5] They read as follows:

1. The Company hereby appoints the Agent under Agency Account No 006629-0 for the purpose of canvassing proposals for assurance on the lives of individuals and forwarding such proposals to the Company.

5. The Agent's remuneration shall be by way of commission payable in Ringgit only at the rate and subject to the terms specified in the Schedule of Commission, attached to and forming a part hereof (hereinafter referred to as the 'schedule') for his agency services hereunder Such commission shall only be payable on cash premiums actually charged and received by the Company during the currency of this Agreement on policies of assurance effected on proposals canvassed and forwarded to the Company by the Agent.

18. It is hereby agreed (i) that the Company is at liberty to issue circulars and directives from time to time relating to the operation of the agency established hereunder and (ii) that the Agent shall observe such circulars and directives as if they were part of this Agreement when distributed.

29. It is hereby agreed (i) that in addition to this Agency Agreement the parties may execute a further agreement (hereinafter referred to as the 'supplementary Agreement') relating to the designation held by the Agent as a life assurance sales representative and (ii) that should this Agreement be terminated for any reason whatsoever the Supplementary Agreement if any shall also automatically be terminated.

[6] There is a schedule attached to the Agency Agreement which sets out the commission which the plaintiff is entitled to receive as an agent. Nothing turns on this as the present claim is not in respect of commissions due to the plaintiff in his capacity as agent.

[7] We now turn to the Supplementary Agreement which, as we have said, is also dated 8 July 1986. Again we will only reproduce the following clauses which we consider to be relevant to the appeal. They are cls 5, 6 and 15 as follows:

5. Subject to cl 17 hereof, remuneration of the DSO shall be by way of commission as specified in the attached Schedule of Remuneration (hereinafter referred to as 'the Schedule') which Schedule shall form part of this Supplementary Agreement.

6. The DSO's division shall achieve an Annual First Year Life Premium Income Quota (hereinafter referred to as the Annual Quota) of $75,000/- of which a minimum of $30,000/- (hereinafter referred to as the Direct Quota) must be secured by the DSO and his direct agents. The Annual Quota and the minimum Direct Quota may be varied by the Company at its sole and absolute discretion. If the DSO fai