Salleh Abas LP:

Avel Consultants Sdn. Bhd. (Avel) is a subsidiary of another company called ELMEC Consultants Sdn Bhd. (Elmec). The first and second respondents were directors of both ELMEC and AVEL, whilst the third respondent is the director of ELMEC only, the parent company. They were appointed to the board of these two companies on 8 December 1981, 28 April 1983 and 7 May 1981 respectively. The managing director of Avel at the material time was the first respondent whilst that of Elmec was one Johari Jaalam. These two companies are carrying on business of consultants and advisers in all kinds of engineering works.

A company called Fleet Group Sdn. Bhd. on behalf of one of its subsidiaries called System Televisyen Malaysia Bhd. (STMB) by a letter dated 13 September 1983 appointed AVEL and ELMEC as consultants in respect of engineering project known as Channel Three. Para. 6 of the letter stipulated a term of the appointment to the effect that in the event of resignation of any key personnel involved in the Channel Three project and/or breakup in partnership in Avel Consultants Sdn. Bhd., AVEL and ELMEC were required to inform Fleet Group of such fact so that it could de