Siti Norma Yaakob CJ (Malaya):

[1] The initial proceedings in this appeal were commenced by one NVJ Menon ("Menon") since deceased, who sued the appellant for commissions due to him from the sale of a group insurance scheme by an agent introduced by him to the appellant. When he died on 26 November 2002, his daughter, the respondent before us, was substituted a party in the proceedings and she continued the action on behalf of his estate.

[2] Menon was also an agent of the appellant having joined the appellant as long ago as 1965 and he rose to the level of a Divisional Sales Officer within the appellant's heiraracy. In both capacities he earned commissions from the life insurance policies he sold for the appellant and he was also entitled to overriding commission in respect of sales of group insurance schemes made by agents introduced by him to the appellant. It is in respect of this overriding commission that the instant appeal is founded.

[3] It is not disputed that Menon executed a number of agency agreements to regulate his relationship with the appellant and at the material time the following three contracts are most relevant.

(1) The Agency Agreement dated 8 July 1986, a