Introduction

[1] The learned counsel for the defendant was not too pleased with the narration of the historical background found in the plaintiff's witness statement marked as "J" citing section 92 of the Evidence Act 1950 and it was his stand that the contract between the parties were in place and undisputed and so there was no necessity to recite the historical background relating to the defendant's company.

[2] But the learned counsel for the plaintiff argued that section 92 of the Evidence Act 1950 did not apply because the introduction of the historical background did not in any way seek to contradict, vary, add or substract from the terms of the contract. According to the learned counsel for the plaintiff the historical background sought to explain and introduce relevant facts pertaining to the options.

[3] I was of the view and I still hold the same view that the historical background would show how important the options were to the plaintiff and why the plaintiff felt that a breach of the term went to the root of the employment contract. Indeed section 9 of the Evidence Act 1950 would save the day for the plaintiff and render admissible the historical background.

[4] A perusal of section 9 of the Evidence Act 1950 would show that there are five categories wherein facts become relevant under this section, namely:-

(i) facts that are necessary to explain or introduce a fact in issue or relevant fact, or;

(ii) facts which support or rebut an inference suggested by a fact in issue, or;

(iii) facts which establish the identity of anything or person whose identity is relevant, or;

(iv) facts which fix the time or place at which any fact in issue or relevant fact happened, or;

(v) facts which show the relation of the parties by whom any such fact was transacted.

[5] The law books are replete with authorities pertaining to section 9 of the Evidence Act 1950 . Perhaps I may be forgiven to cite a few of these authorities to fortify the importance of section 9 of the Evidence Act 1950 :-

(a) Lim Seng Chuan v. Public Prosecutor , [1977] 1 MLJ 171, 174;

(b) Public Prosecutor v. Mustaffa bin Ahmad , [1986] 1 MLJ 302, 307;

(c) Ling Ngan Liong v. Public Prosecutor , [1964] 30 MLJ 20, 21;

(d) Choo Chang Teik & Anor v. Public Prosecutor, [1991] 1 CLJ (Rep) 54 ; [1991] 3 MLJ 423;

(e) Abdullah Zawawi bin Yusoff v. Public Prosecutor, [1993] 4 CLJ 1 ; [1993] 3 MLJ 1, 9;

(f) Lai Ah Kam And Another v. Rex. , [1939] 8 MLJ (S.S.R.) 306, 307;

(g) Public Prosecutor v. Kok Heng & 2 Ors , [1948] 14 MLJ 171;

(h) Habee Bur Rahman v. Public Prosecutor , [1971] 2 MLJ 194;

(i) Ong Lai Kim v. Public Prosecutor and Other Appeals, [1991] 3 CLJ (Rep) 376 ; [1991] 3 MLJ 111; and

(j) Lakshmandas Chaganlal Bhatia and Others v. The State [1968] A.I.R. Bom. 400 at 42.

The historical background

[6] The defendant was previously known as Union Two Thousand Sdn Bhd. Initially, it was incorporated by the plaintiff with three other persons. That was sometime in December 1991.

[7] A change of events took place in February 1992 when the defendant employed the plaintiff as the defendant's creative director.

[8] Another interesting event that took place in 1997 was when a United States company known as Draftdirect Worldwide Inc purchased all the shares in the defendant including the plaintiff's shares and proceeded to change the defendant's name to its present name, viz DraftWorldwide Sdn Bhd. The defendant then became a wholly-owned subsidiary of Draftdirect Worldwide Inc.

[9] The plaintiff, an Australian citizen, was given an incentive to remain with the defendant. A carrot was dangling before the plaintiff, so to speak, and that carrot was by way of a promise by Draftdirect Worldwide Inc to grant options to the plaintiff to purchase shares (hereinafter referred to as "the options" ) in Inter Public Group of Companies, the parent company of Draftdirect Worldwide Inc (hereinafter referred to as "the parent company" ) upon the terms set out in clause 5(b) of exhibi