"Panadol" is the trade mark under which the well-known analgesic is sold. It is what is known as an invented word mark. In the United States of America, the owner of the trade mark is Sterling Drug Inc. In the United Kingdom, it is owned by Sterling Winthrop Group Ltd. In Malaysia, it is owned by the first plaintiff Winthrop Products Inc., a company incorporated under the laws of the state of Delaware, U.S.A. Winthrop Products Inc. has registered-user rights of the mark in the United Kingdom. The second plaintiff is registered in Malaysia as the sole registered user of the mark. All these corporations are related corporations. A look behind the corporate veil revealed that these corporations are all members of a group of companies that function on a worldwide basis with a turnover of some US$2 billion per annum. The parent company is Sterling Drug Inc. of the U.S.A. The worldwide activities of the group are carried out by sub-groups, each functioning in different geographical areas. For the Canadian region, there is Sterling Canada, for Australia Sterling Australasia, for Europe Sterling Europa and the Sterling International Group (SIG) for the rest of the world. SIG is divided into three main divisions, one serving Latin America, another Africa and the third, Asia. In the area covered by SIG, the various companies in each regional division report to the regional head who in turn reports to the President of SIG who in turn reports to the parent company Sterling Drug Inc. Similarly, the various corporations in Sterling Europa report to their divisional head who reports to the head of Sterling Europa who in turn reports to Sterling Drug Inc. The British company Sterling Winthrop Group Ltd. reports to the divisional head in Switzerland who reports to Sterling Drug Inc. in the U.S.A.

It would appear that the ownership (or substantial ownership) of the various corporations in the group, certainly that of the Malaysian, British and American companies that were specifically referred to herebefore, can be traced to Sterling Drug Inc. Mr. Andrew Power, a vice president of Sterling Drug Inc. who also holds the office of associate legal counsel in that corporation, testified that the first plaintiff Winthrop Products Inc. and the British company Sterling Winthrop Group Ltd. are both wholly owned by Sterling Drug Inc. Other unchallenged testimony showed, and it is an agreed fact, that the second plaintiff Sterling Drug (M) Sdn. Bhd.'s ownership can be traced to Sterling Drug Inc.

Encik Chin Yew Meng, counsel for the plaintiffs, would make a distinction between ownership and control and had argued that the ownership per se does not mean that these companies are controlled by Sterling Drug Inc. He contends that the evidence of PW 10, 11, 12, 13 and 14 is to the effect that Sterling Drug Inc. did not control those companies owned by it. However, the evidence, a full and verbatim note of which was taken by me, is seen to show that the testimony of those witnesses was to the effect that Sterling Drug Inc. did not normally interfere with the day-to-day running of these corporations which does not necessarily mean that Sterling Drug Inc. does not control those companies.

As to Sterling Drug (M) Sdn. Bhd., the second plaintiff, Mr. Batt Nyberg, the managing director, in cross-examination explained that as the managing director he was required to and submitted monthly reports to the regional headquarters of SIG at Manila. It appears that in fact his appointment as managing director was at the instance of the president of the Asian region of SIG. The relevant portions of his testimony is reproduced:

"Yes the reason for our monthly reports to the President Asia Region is to enable him to be informed of our overall results. The President Asia Region (in Manila) is the man I report to and he sets goals or targets for us. In fact my appointment as managing director of the Malaysian company was at the instance of the President Asia Region.

Q