A contract's duration can be implicitly defined, even if not explicitly stated, and it can be enforceable until a defined event occurs, rather than being perpetual.

[1] This appeal arose from the decision of the High Court (subsequently affirmed by the Court of Appeal) which had allowed the respondent's claim against the appellants for the sum of RM19,266,746.16 together with interest.

[2] For convenience, the respondent will be referred to as the plaintiff while the appellants will be referred to as the (1st and 2nd) defendants respectively in this judgment.

[3] We heard parties' respective submissions, reserved judgment, and upon due consideration deliver this judgment.

[4] This judgment is prepared and delivered pursuant to s 78(1) of the Courts of Judicature Act 1964 , as both Justice Zaharah Ibrahim, CJM and Justice Aziah Ali, FCJ have since retired. This judgment is therefore the judgment of the remaining members of the panel.

The Leave Questions

[5] This Court, on 17 August 2017 granted the defendants leave to appeal on the following Leave Questions:

Leave Question (i)

Whether a contract for payment of commission may last in perpetuity without being subject to an implied term as to termination upon reasonable notice?

Leave Question (ii)

Whether in determining the quantum of damages payable for breach of contract for the payment of a commission in perpetuity is to be assessed in accordance with the decisions in Hadley v. Baxendale [1854] 9 Exch 341; [1843-60] All ER Rep 461 and Transfield Shipping Inc v. Mercator Shipping Inc [2009] AC 61 and upon an application of s 74 of the Contracts Act 1950 or whether it should be determined upon a multiplier and multiplicand basis?

The Background Facts

[6] The plaintiff, an individual, initiated this suit to enforce a brokerage contract against the defendants for services rendered in securing the contract for the 1st defendant for the supply of seafood to Tesco Stores (M) Sdn Bhd ('Tesco'). The 1st defendant, also an individual, trades in the name and style of Lean Seh Fishery. The 2nd defendant is a company which was effectively set up by the 1st defendant. We will elaborate further on the formation of the 2nd defendant later in the judgment. This will explain why the 2nd defendant was to made a party to this suit.

[7] The facts are essentially these. Sometime in February 2004, one Ng Tee Keat (DW7), the 1st defendant's son, approached the plaintiff to seek his help in securing a contract for the supply of seafood to Tesco for the 1st defendant. In consideration, Ng Tee Keat verbally offered the plaintiff a 5% consultant fee should he succeed in securing the contract.

[8] In December 2004, it came to the plaintiff's knowledge that Tesco was looking for a new seafood supplier. The plaintiff managed to arrange a meeting between Ng Tee Keat and the Manager of Tesco's Fresh & Frozen Food Department, one Simon Ng. The latter requested the plaintiff to supply certain information about the 1st defendant's background which the plaintiff duly supplied on 31 January 2005.

[9] After several exchanges of correspondence and meetings, Ng Tee Keat signed a letter of appointment dated 6 February 2005, ("the Contract") appointing the plaintiff as a marketing consultant to negotiate with and promote Lean Seh Fishery to Tesco for the purpose of securing a contract for the supply of fresh, frozen and processed seafood to Tesco. As the plaintiff's case is premised on the Contract, we reproduce below the terms and conditions of the Contract in its entirety:

"RE: FEE OF MARKETING CONSULTANT

We Messrs Lean Seh Fishery, agree to appoint Mr ANANDA KUMAR S/O KRISHNAN (I.C. No. 651005-08-6309) as our Marketing Consultant to negotiate with and to promote Lean Seh Fishery to TESCO STORES (M) SDN BHD, for the purpose of securing a contract for the supply of, Fresh, Frozen and Processed Seafood to the latter.

We agree to pay a