Salleh Abas LP:

This is an appeal from the decision of Wan Hamzah J (as he then was) for refusing the appellant's application for an order of prohibition. The facts are as follows:

The appellant is a holding company and has a number, of subsidiaries within the appellant's group. Amongst the subsidiaries which are relevant to this case are Industrial and Agricultural Distribution Sdn. Bhd. (IAD) and Motor Association Sdn. Bhd. (MA).

The respondent, one Mr. R.B. Gray, was offered employment by the appellant on 23 February 1977 as Director of IAD and MA on the appellant's terms and conditions of service applicable to its expatriate staff. The respondent accepted the offer on 28 February 1977 and entered upon the employment on 16 March 1977. The necessary resolutions to make him director of IAD and MA were passed on 23 May 1977 with immediate effect and to complete the formality on the same date the respondent himself signed a consent to act as director. His contract of employment with the appellant was finally signed on 25 June 1977.

For a start everything went well between the parties. Later because of poor performance of IAD, the appellant decided to terminate the responden