Abdul Kadir Sulaiman JCA:

One Mohd. Mukhtar bin Muda @ Abu Bakar trading as Mejamok Enterprise (hereinafter referred to as "Mejamok") at the material time was the appointed supplier of mineral pots to the respondent. Mejamok issued a total of seven invoices involving the purported purchase by the respondent of various mineral pots to a total value of RM390,964.

At the request of Mejamok, the appellant on 14 June 1991 approved factoring facilities to it to include the amount covered by the said seven invoices. By a letter dated 15 June 1991 Mejamok gave notice to the respondent, as follows:

Setiausaha

Koperasi Pekerja-Pekerja

Jabatan Perdana Menteri Malaysia Berhad

KUALA LUMPUR

Dear Sirs,

FACTORING - MAYBAN FACTORING BERHAD

In order to help with our expansion plans we have agreed to factor our invoices with MAYBAN FACTORING BERHAD (hereinafter known as, 'MFB'). Our aim in so doing is to benefit from their expertise in looking after our sales accounting and in addition, to have access to further funds when required. The new arrangement will relieve us to devote all our efforts to providing you with the highest level of service.

Please note that all present and future receivables, have and will be factored to MFB and all future invoices will bear a notice of such factoring to them. Because of this transfer of title, it is necessary for you to make all payments direct to:

MAYBAN FACTORING BERHAD

32nd Floor, Menara Maybank

100 Jalan Tun Perak

50050 Kuala Lumpur

Peti Surat 11560

50750 Kuala Lumpur

Tel Nos : (03)-238-5130

Fax No : (03)-238-5134

In order to obtain a valid discharge of your debts statements will be rendered from time to time by MFB who will be pleased to answer any query on your account; however, your lines to us, of course, remain open. One further point arising from the purchase by MAYBAN FACTORING BERHAD of our debts, is that, set-offs and contra arrangements cannot now be made and all invoices should be settled gross.

Please pay and continue to pay to MFB all receivables even though the invoices may not carry the notice previously mentioned until you are notified in writing to the contrary by MFB.

Kindly confirm your acceptance of the above arrangement by signing and returning the confirmation slip attached, to MFB at the address stated above.

Thanking you in anticipation of your cooperation.

Yours faithfully,

...

Pengarah Urusan

MEJAMOK ENTERPRISE

c.c. MAYBAN FACTORING BERHAD.

The respondent entered its acknowledgement at the bottom of the copy of the said letter in the following term:

TO : MAYBAN FACTORING BERHAD

I/We acknowledge and consent to the above factoring arrangement and expressly agree to make direct payments to you and abide by the terms and conditions set out above.

... 15 Jun 1991

Date

Name: (MOHD NASIR B. ZABIDIN)

Designation: Setiausaha

KOPERASI PEKERJA-PEKERJA

JABATAN PERDANA MENTERI

MALAYSIA BERHAD

Tel. No: 2923144.

It is to be noted that the dealings Mejamok had with the respondent relating to the matter covered by the invoices was through the then secretary cum director of the respondent who was authorised to attend to all daily correspondence involving the respondent.

On 17 June 1991 a formal factoring agreement was entered into between Mejamok and the appellant concerning the assignment of its existing and future invoices to the appellant. Following that Mejamok assigned with the appellant the following seven invoices affecting the respondent all dated 16 May 1991 involving the supply of various types of Mineral Pots:

References Value

(a) MP/4M/91/1772 RM53,086

(b) MP/4M/91/1773 RM91,104

(c) MP/4M/91/1774 RM28,618

(d) MP/4M/91/1775 RM79,940

(e) MP/4M/91/1776 RM39,480

(f) MP/4M/91/1777 RM60,326

(g) MP/4M/91/1778 RM38,410

Total RM390,964

On each of the invoices there was an acknowledgment by the secretary of the respondent as to the receipt of the various items mentioned therein. Also on each was a notice of the factoring by the appellant of the account of Mejamok and a notice to the e