JUDGMENT

Mahadev Shankar JCA:

Our decision to allow this appeal was unanimous. Our reasons now follow.

The appellant (Visia) was previously known as Sim Lim Finance (M) Berhad (Sim Lim). For all practical purposes they are the same legal entity because Visia were the successors in title to Sim Lim and inherited all its rights and liabilities.

On 10 October 1981 Sim Lim entered into a Master Agreement with the first respondent (the dealer) for a credit facility of RM4 million. We refer to this agreement hereafter as the first Master Agreement. Appeal Record p. 97. It was very comprehensive agreement. The dealer traded in motor vehicles. It did so on hire-purchase terms.

Whenever it found a customer, hire-purchase documents would be executed. These would provide that the ownership of the vehicle was vested in Sim Lim and the vehicle would be registered accordingly with the Registrar & Inspector of Motor Vehicles (R.I.M.V.). Thereupon the dealer would collect the full agreed market value of the vehicle from Sim Lim. Possession of the vehicle would move from the dealer to the hirer. Notional delivery of the vehicle would be way of the handing over by the dealer to Sim Lim of the Reg