[15] As reflected in its judgment, the Court of Appeal allowed the defendant's appeal on the following main grounds:

(a) the learned trial judge had gone beyond the pleaded case when he decided to lift the corporate veil to find that the defendant was bound by the Consultancy Agreements. There was no justification to lift the corporate veil;

(b) the learned trial judge had also gone beyond the pleaded case when he made a finding that the defendant was an accounting party on the basis that there was an alleged fiduciary relationship between the plaintiff and the defendant;

(c) the entire agreement clause appearing in the Consultancy Agreements precluded the existence of any collateral contract between the plaintiff and the defendant;

(d) the plaintiff's claim was a misconceived action for discovery of information and documents to enable it to institute proceedings against Standard, Alcatel CIT and Alcatel Italia under the Consultancy Agreements for consultancy fees.

Fiduciary Relationship

[16] The learned trial judge made a finding that based on the facts and the clauses in the Consultancy Agreements the defendant, Standard and Alcatel Italia belonged to one entity and as such there was a