RK Nathan JC:

[1] The plaintiff deals in very specialised equipments and instruments which are imported from overseas principal/supplier, to be sold to various hospitals, research centres, universities and industries throughout Malaysia. The plaintiff had signed exclusive distributorship agreement for the sale of testing equipments (the Tabai products) with the overseas principal/supplier, Tabai Espec Corporation, but the agreement was made non-exclusive when the 5th defendant was appointed as a distributor in April 1994. The sale of other testing equipments (Suga products) were made through Yamato Scientific Co Ltd (Yamato). It was an understanding that Yamato will only sell Suga products to the plaintiff in Malaysia.

[2] The 1st, 2nd, 3rd and 4th defendants were at all material times employees of the plaintiff. The 1st defendant was employed in 1979 and he was a director when he left the plaintiff at the end of December 1992. The 2nd defendant was employed in April 1989 and he was the manager of the technical instrumentation division when he left the employment of the plaintiff on 5 December 1993. The 3rd defendant was employed in 1967 and was holding the post of project manager when he resigned from the plaintiff on 31 August 1993. The 4th defendant was employed in January 1989, and he was the service manager when he left the plaintiff's employment on 2 December 1993. The 5th defendant was a company incorporated by the 1st, 2nd, 3rd and 4th defendants on 6 December 1993. They are the only shareholders and directors of the 5th defendant. In the contract of employment between the plaintiff and the 2nd and 4th defendants there was a fidelity clause which read as follows:

Fidelity: During the employment with the company you shall not have any direct or indirect interest in any business similar to the company's business and you shall direct all your efforts, duties and responsibilities to further the interests of the company.

Any information about the company, its dealings, transactions and financial matters are regarded as confidential and are not allowed to be divulged to any person whatsoever.

[3] Between the period of December 1993 to January 1994, the 5th defendant had approached the existing customers of the plaintiff, namely Sharp Roxy Corporation (M) Sdn Bhd, Sime Darby Tyre Technology Centre (M) Sdn Bhd and Matsushita Electric Co (M) Bhd for the sale of Tabai and Suga products and quotations were sent out by the 5th defendant to these customers of the plaintiff. At the material time the 5th defendant was not the authorised agent/ distributor for the sale of Tabai and Suga products. It is clear that the quotations sent out by the 5th defendant to these same customers of the plaintiff were in respect of the same equipments/instruments for which the plaintiff had earlier given its quote with the exact specifications except that the 5th defendant had quoted a reduced price. It is also a fact that in any event the plaintiff managed to secure the contract for the sale of the equipments/instruments with Sharp Roxy Corporation (M) Sdn Bhd and Sime Darby Tyre Technology Sdn Bhd, but at a lower price than was initially quoted. The plaintiff contended that it had suffered losses by reason of a special discount which it had to give these customers as a result of the 5th defendant's low quotation. However the sale to Matsushita Electric Co (M) Bhd was lost to the 5th defendant. The 5th defendant had admitted that Matsushita Electric Co (M) Bhd had purchased the same equipments/ instruments that were earlier offered by the plaintiff. The 5th defendant also admitted making a profit of between RM26,000 to RM27,000 out of this sale. The 5th defendant had also approached the overseas principal/supplier, Tabai Espec Corporation and was appointed the distributor for the Tabai products with effect from 1 April 1994. Hence the distributorship agreement with the plaintiff was made non-exclusive.

The Plaintiff's Cause Of Action

[4] The plaint