Chang Min Tat FJ

(delivering the judgment of the Court): The 1st appellant and the respondent, since deceased, (but for convenience we will continue to treat him as the respondent to the appeal), intended to form a limited company to be known as Kingwood Timber Industries Sdn. Bhd. and commenced trading even before the registration, as in the statement of claim, with the Registrar of Businesses. The monetary contribution made by the respondent was $100,000, which must be a considerable sum for a retired military officer. Later, without the knowledge of the respondent, the 1st appellant and the 2nd appellant formed a partnership. It dealt substantially with the same lines as the company and was given the same name Kingwood Timber Industries. There can be no doubt about the significance of the dual parts played by the appellants. Even to this military officer, the significance was clear when he found out the existence of the partnership business. The statement of claim referred to unhappy differences arising from this discovery. Whatever the real state of the affairs between them, the respondent then desired to withdraw from the business. He accordingly entered into another agreement