JUDGMENT

Mohd Sofian Abd Razak JCA:

Introduction

[1] This is the appellant's appeal against the decision of the High Court Kuantan dated 11 October 2019 after a full trial allowing the respondent's claim and dismissing the appellant's Counter Claim with costs.

[2] For ease of reference, parties will be referred to as they were in the proceedings before the High Court, namely, appellants as defendants and respondent as plaintiff.

[3] Having considered the appeal records and the submissions of the parties in the appeal, it is our unanimous decision that the appeal is allowed in part with regard to the defendants' counterclaim and affirmed the order of the High Court with regard to the plaintiff's claim. We now give our reasons for the same.

Background Facts

[4] The plaintiff and the 1st defendant were in business together for many years in various enterprises and joint ventures for mutual advantage and with a view to obtaining profit jointly. The plaintiff and the 1st defendant were previously equal shareholders in 2nd defendant and the only Directors of the 2nd defendant.

[5] By a written agreement contained in the Deed dated 22 March 2011 ("the Deed"), entered into between the plaintiff, t