Abdul Hamid Mohamad JCA:

The appellant is an insurance company. The respondent was the appellant's insurance agent. The respondent's agency was terminated by the appellant. The respondent sued the appellant alleging that the termination letter dated 26 January 1995 was given in bad faith and/or was unlawful, unfair, unjust and/or in contravention of the rules of natural justice. It was alleged that the termination of the agent's contract dated 27 February 1992 by the appellant was without sufficient cause, that the appellant failed to give to the respondent a reasonable notice of the termination of the agency contract, that the appellant had failed to disclose the reasons for the dismissal, and that she had suffered loss and damage and had been deprived of her rights, privileges and benefits contained in the agent's contract. She claimed loss of earnings, being the total of First Year Commission, General Business Commission, Career Benefits Payment and other incomes from 1995 until the age of 65 years, calculated on a projected increase of 10% per annum totalling RM9,720,000. She also claimed loss of Agent's Provident Fund totalling RM300,000. Of course, she also claimed interest and costs.

The learned judge gave judgment in her favour and awarded her RM3,000,000 for loss of earning which was to be paid forthwith "as she had suffered all these years while waiting for justice from this court". The learned judge also awarded a sum of RM20,804.17 for loss of provident fund. The learned judge also awarded interest of 8% per annum on the pre-trial damages from the date of termination of the agent's contract until the date of judgment and 8% from the date of judgment until the date of full payment thereof.

The appellant appealed to this court. We gave our decision on 3 May 2002. It was a majority decision. My brother Mohd. Saari Yusoff and I were of the view that the appeal should be allowed. My brother Mohd. Noor Ahmad was of the view that the appeal "on liability" should be dismissed but the appeal "on quantum" should be allowed partly by reducing the damages to RM50,000.

Coming back to the facts. As said earlier, the respondent was an insurance agent of the appellant. The agency was governed by an agent's contract dated 27 February 1992.

The preamble to the agent's contract reads as follows:

WITNESSETH: That the Agent is hereby authorised to procure and transmit to the Company applications for all forms of life assurance, group insurance, annuities and general insurance within the territory wherein the Company has the right to do business, and to collect and pay over the Company first year and renewal premiums and on such business; all subject to the Terms and Conditions on the following pages hereof which the Agent has read which forms part of this Agreement, as fully as if set forth over the signatures of the parties hereto.

The Company agrees to pay and the Agent agrees to accept as full and complete remuneration for his services under this Agreement, Commissions and Incentives as specified in the Schedule of Commissions attached to and forming a part hereof, which schedule shall be subject to change or revocation at any time on written notice by the Company.

Clause 24 reads as follows:

24(a) This written contract constitutes the whole agreement between the parties herein

b) This agreement shall unless the Company otherwise consents in writing supersede abrogate and annul any contract or relationship heretofore held by the Agent with the company as agent, broker or otherwise but shall not affect any bond given there under. The provisions of this Clause shall not apply to any existing Agency Leader's Contract entered into between the Agent and the Company.

Clause 26(b) reads as follows:

26(b):

Subject to sooner termination of this Agreement by the Company in Accordance with Clause 27 hereof this Agreement may be terminated without giving any reason thereof.

b) By either party upon 15 day's notice in writing; ...

Clause