[1] The plaintiff, Lau Tiong Ik Construction, was a family construction business incorporated in 1997 and run by its then Managing Director, Lau Choon Liong (PW2). The 1st defendant, Lau Chung Ping (DW1), besides being the younger brother of PW2, is a professional civil engineer and a licensed company secretary. The 2nd defendant ("Ultra Enterprises") is a property company which owns a large piece of land in Kuching. The plaintiff is the owner and shareholder of the 2nd defendant and had 2,001,472 shares at RM1.00 per share in it (hereinafter referred to as "the shares" or "the subject shares"). On 16 June 1998, the plaintiff transferred the shares to the 1st defendant. In 2009, the plaintiff initiated Sibu High Court Suit No. 22-11-2009 ("the 2009 Suit") seeking a declaration that the 1st defendant held the shares in trust for the plaintiff and demanding for the return of the shares. However, the suit was later withdrawn and struck out. In 2012, PW2 and one other brother, Lau Chai Kung, initiated Companies (Winding Up) Petition No. SBW-28-7/8-2012 ("WUP 28-7/8-2012") at Sibu High Court to wind up the plaintiff. The High Court granted the order of winding up on 23 August 2013 and appointed Wong Ching Yong (PW1) of Messrs Wong Ching Yong & Co. as the liquidator of the plaintiff.

[2] On 13 March 2014, Wong Ching Yong, the liquidator, under the name of the plaintiff filed this action to seek declaratory reliefs and the return of the shares transferred to the 1st defendant by the plaintiff on 16 June 1998. Only the 1st defendant had disputed the claim as the 2nd defendant, although served with the Writ and the Statement of Claim, had not entered appearance or filed any defence. The trial of the action took 4 days. Wong Ching Yong (PW1)) and Lau Choon Liong (PW2) gave evidence for the plaintiff, whereas, the 1st defendant, Lau Chung Ping (DW1), was the sole witness for himself. The documentary exhs tendered and referred at the trial are

(i) Common Agreed Bundle of Documents: Bundle A (Part A).

(ii) Common Agreed Bundle of Documents: Bundle B1 (Part B).

(iii) Common Agreed Bundle of Documents: Bundle B2 (Part B).

(iv) Common Disputed Bundle: Bundle C (Part C).

- item 40 converted to Exh P.2; items 35 to 39 (pp 595 to 599) converted to Exh D.2(a) to (e)

(v) Supplementary Common Bundle (Vol 1) - Bundle A1

- Part A: items 1, 14, 59; Part B: items 4-10 (pp 160-228), 50 (p 507), items 54-58 (pp 511-527), 60 (pp 52-545); Part C: items 2 -3, items 11- 13, items 15-49, items 51-53.

- item 12 (pp 230-231) converted to Exh P.1, item 13 (pp 232-272) converted to Exh P.3, items 2 & 3 (pp 25-60; pp 61-127) converted to Exh P.4 (a) & (b), item 9 (pp 160 to 186) converted to Exh D. 5.

(vi) Supplementary Common Bundle (Vol.2) -Bundle A2

- Part A: items 1 (pp 1-24), item 14 (pp 373 - 378), item 59 (p 528).

- Part B: items 4 - 10 (pp 128 - 228), item 50 (p 507), items 54 - 58 (pp 511 - 527), item 60 (pp 529 - 545).

- items 15 to 40 (pp 379 to 404) converted to Exh D.3,

- items 41 to 49 (pp 405 to 506) converted to Exh D.4.

(vii) Exh D.1: High Court Order.

Hereinafter, I will refer to the documents by their bundle markings and p numbers or exh number.

[3] At the conclusion of trial I held that the plaintiff had proved its case onbalance of probabilities. Judgment was entered for the plaintiff with costs ofRM30, 000.00. The 1st defendant has filed an appeal being dissatisfiedwith the decision.

The Plaintiff's Case

[4] The plaintiff's said that it was entitled to the return of the 2,001,472 shares that were transferred to the 1st defendant by the plaintiff on 16 June 1998 premised on the following:-

(a) that the shares were transferred to the 1st defendant in trust for the plaintiff