Introduction

[1] The appeal before us is against the decision of the Court of Appeal dated 19 September 2013 in allowing the plaintiff's appeal against the decision of the High Court dated 12 October 2011. In this judgment, the appellant will be referred to as the 2nd defendant and the respondent as the plaintiff.

Background Facts

[2] The background facts of the appeal are summarised as follows

(a) the plaintiff at all material times was a manufacturer and dealer of paint and ink dispensing machines as well as other ancillary machines in Malaysia, with businesses established in China, Indonesia, Thailand, Hong Kong and other countries;

(b) the plaintiff was set up by the 1st defendant (who is not a party to the present appeal) in 1998, as a joint venture enterprise with an Italian company known as Inkmaker Italy. The 1st defendant was initially one of the pioneer Directors and shareholders holding 15% equity in the plaintiff;

(c) in March 2000, the 1st defendant resigned as Director of the plaintiff and disposed off his shares in the plaintiff;

(d) thereafter, the 1st defendant signed an agreement dated 27 March 2000 (the first contract of employment) with the plaintiff acco