Mohd Noor Ahmad JCA:

The plaintiff claimed for the loss suffered as the result of the defendant's breach of contract in refusing to accept delivery of the goods ordered. The High Court found for the plaintiff. The defendant appealed.

The primary facts in the present case are beyond dispute. Briefly, under two contracts the plaintiff agreed to manufacture and sell to the defendant an entire duct manufacturing system including the computer software support system. The total consideration was US$627,500. The contract price included the 100-foot fiber optic cable (hereinafter referred to as "the foc"). The foc was an important component of the equipment and machinery. Under the terms of payment the defendant paid US$58,830.97 as deposit and as down payment with the orders confirmation of 27 April 1993 and 15 June 1992 and the balance by an irrevocable letter of credit to be settled by 15 August 1993 which the defendant failed to do. However, the plaintiff released to the defendant in September 1993 the said computer software although the plaintiff was not contractually bound to do so. Under the contracts the computer software support system, which formed an integral part of th