Zakaria Yatim J:

This is an application by the defendants to discharge and set aside an injunction order made by me on 21 March 1984.

The injunction order was granted on an ex-parte application made by the plaintiffs. The order stated that an injunction was granted restraining the defendants from using the drawings and designs, as listed in a schedule attached to the order, for the purpose of constructing a five-storey office block and a one storey factory on Lot No. 2, Persiaran Selangor in Shah Alam. The order also restrained the defendants from offering, inviting or employing Wong TC Architects and Associates; Kumpulan Jurutera Perunding - Civil and Structural Engineers; and Zainuddin Radzi dan Rakan-Rakan - Mechanical & Electrical Engineers, to build, construct, supervise or in any way to provide any services to the defendants in connection with the construction of the said buildings.

The facts relied upon by the plaintiffs in seeking for the injunction were found in the statement of claim (enclosure 1) and in the affidavit in support of the ex-parte application (enclosure 2). By letters dated 6 September 1983 and 22 February 1984, the defendants entered into a turnkey contract with the plaintiffs for the building of the said five-storey office building and a factory in Shah Alam. Under the contract, the plaintiff company was employed as a turnkey contractor. According to the affidavit, the plaintiffs, in pursuance of the said contract, employed three consultant firms, namely, Wong TC Architects & Associates to do the architectural drawings; Kumpulan Jurutera Perunding, Civil & Structural Engineers to do the civil and structural drawings; and Zainuddin Radzi dan Rakan-Rakan, Mechanical & Electrical Engineers to do the mechanical and electrical drawings and designs. The drawings and designs were listed in the schedule attached to the order. The plaintiffs claimed that those drawings and designs belonged to them as the turnkey contractor and they were part of the service contracts between the plaintiffs and the Consultants. On 1 March 1984, the defendants sent a letter to the plaintiffs terminating the turnkey contract. According to the plaintiffs the defendants had made offers to the plaintiffs' consultants to terminate their respective contracts with the plaintiffs and then enter into separate arrangements with the defendants.

The defendants, in their affidavit (enclosure 10) in support of the application to set aside the injunction, admitted terminating the services of the plaintiffs as a turnkey contractor. The same affidavit also stated that the plaintiffs were acting as agents on behalf of the defendants in the matter of the engagement of consultants for the project. Accordingly, the drawings prepared by the consultants belonged to the defendants. Mr. Varghese George, Counsel for the defendants, submitted that there were no contracts between the plaintiffs and the three consultants. He said that the plaintiffs, in engaging the consultants, were acting as agents for the defendants. When the services of the plaintiffs were terminated there was nothing to stop the defendants from continuing relationship with the consultants because the defendants were the principal. Accordingly, Mr. George argued, the defendants, being the principal, had the property in the drawings and designs.

The principal question to be examined here is what is the nature of the contractual relationship between the plaintiffs and the defendants and between the plaintiffs and the consultants.

I shall first examine the contractual relationship between the plaintiffs and the defendants. According to the plaintiffs, the defendants concluded a turnkey contract with the plaintiff company appointing the latter as the turnkey contractor. The defendants did not dispute this fact, for, in their affidavit [enclosure 10, para. 3(a)] it was expressly stated that the defendants "had in principle agreed to engage the services of the plaintiffs as the contra