JUDGMENT

Sulaiman Daud JCA:

[1] This is an appeal against the decision of the learned judge of the High Court dismissing the appellant's claim against the respondents for damages and other declaratory reliefs arising out of an alleged repudiation of a written agreement and an alleged wrongful appropriation and use of confidential information.

Background Facts

[2] The factual background can be stated briefly. The second respondent is a company limited by shares with shareholding in the first respondent's company. The principal business of the company includes the production of loaders which forms integral components of compact disc based equipments. In 1991 the second respondent sub-contracted the assembly of the loaders to a company called Singamip Industries Sdn. Bhd. ("Singamip") which had its operation in Tampoi. At the same time it appointed one of its officers by the name of Allan Netto (SP2) to supervise the assembly at the plant. Subsequently in late 1992 the second respondent appointed the appellant to replace Singamip as its sub-contractor to carry out the assembly of the loaders. After the phasing out of Singamip and until 1995, the appellant was the only sub-contractor carrying out such assembly for the respondents in this region.

[3] In 1993 the appellant commenced operation at its assembly plant known as Seven Seas 1 ("SS1") in Desa Cemerlang, Johore which later expanded to Seven Seas 2 ("SS2") in Senai. Prior to 10 January 1996 there was no written relationship between the parties. Their relationship only evolved out of constant and continuous dealing between them. The volume of loaders required to be assembled was determined at logistic meetings. So too, issues pertaining to charges for down time and under capacity. Ultimately on 10 January 1996 the appellant and the first respondent executed a 'sub-contractor contract' ("the contract") to formalize their relationship. The annexure to the contract which formed an integral part thereof was executed later on 15 August 1996. In April 1996 the appellant established its third assembly plant known as Seven Seas 3 ("SS3") replacing SS1 and SS2.

[4] Eventually on 14 February 1998, the first respondent served on the appellant the requisite six months notice under art. X1 of the contract of its intention to terminate the same. The appellant did not challenge the termination but however stopped operation before the expiry of the six months period, and at the same time asked the respondents to vacate its premises in SS3.

[5] From the pleading it is apparent that the appellant's causes of action against the respondents in the present suit are for breach of contract arising out of the said termination, and for wrongful appropriation and use by the latter of confidential information belonging to the appellant. The issues that arose for determination in the court below which are now pursued in this appeal are as follows:

(i) Whether there exist an implied term of the contract, or a collateral agreement, as to a minimum of 50,000 loaders to be assembled per day for the duration of the contract?

(ii) Whether the contract was validly terminated?

(iii) Whether the appellant has any proprietary or other right to the system of assembly, and if so, whether the respondents have appropriated that right wrongfully?

[6] The learned judge found for the respondents in respect of all the aforesaid issues. The present appeal substantially relates to the findings of fact by the learned judge. The function of an appellate court in hearing an appeal on questions of fact is well established. In Watt v. Thomas [1947] AC 484, Lord Thinkerton, in a well known passage of his speech summarises the principles to be adopted as follows: "(i) where a question of fact has been tried by a judge without a jury, and there is no misdirection of himself by the judge, an appellate court which is disposed to come to a different conclusion on the printed evidence, should not do so unless it is satisfied that any a