Conversion applications under oppression suits must demonstrate necessity for oral evidence; reliance on undisputed documentary evidence suffices to resolve disputes.

[22] In Graze Shipping Inc & Anor v. CF Sharp & Co (Malaya) Pte Ltd, [1982] 1 MLJ 53 , Lord Goff of Chiveley in delivering the judgment of the Privy Council, speaking on the same subject held that it is of crucial importance for judges to have regard to the contemporary documents and to the overall probabilities when facing the task of assessing the evidence of witnesses (see also Tay Bok Choon v. Tahansan Sdn Bhd; [1987] 1 MLJ 433; [1987] CLJ 24; Eastern & Oriental Hotel (1951) Sdn Bhd v. Ellarious George Fernandez & Anor; [1989] 1 MLJ 35; Tan Sooi Shin v. Kow Kek Hing; [1991] 3 MLJ 390; [1991] 3 CLJ 1985 and Kumagai Gumi Co Ltd v. Zenecon-Kumagi Sdn Bhd & Ors and another application; [1994] 2 MLJ 789)."

[19] The authorities stated in the above give a reminder to the courts that where it involves evidential point, documentary evidence has the higher value than oral evidence. The test of veracity comes in when oral evidence is caught with contemporaneous documents. What the witness say as to the documents will be irrelevant to the construction of the meaning.

[20] Returning to the present matter, this Court finds that in the main suits ie the oppression Originating Summonses, what the Plaintiffs are alleging is that the Defendants have departed from the Constitution and undermined the rights of the other classes of shareholders. During the oral submissions, the Plaintiff ie WTWT took this Court to a chart to highlight and to compare the alleged disputed facts. However, in their oral submissions before this Court, the Plaintiffs failed or refused to highlight that the fact remains the main charge of the oppression suits brought by them against the Defendants before this Court are in relation to several breaches of the Constitution. This Court is in fact called to determine whether there is improper conduct on the part of all the Defendants which entails constructions of the Constitution. Merely highlighting disputes no matter how many there are is insufficient. Disputes there will be, but the crux of the matter is whether the Court can come to a determination of the issues without viva voce evidence.

[21] It is trite that the Constitution of a company is a statutory contract amongst its members and its member inter se. (Section 33(1) of the CA ). Question of construction of the Constitution is a question of law for determination by the courts and not by witness of fact. In Bahamas International Trust Co Ltd v. Threadgold [1974] 1 WLR 1514, Lord Diplock stated:

"In a case which turns, as this one does, on the construction to be given to a written document, a Court called on to construe the document in the absence of any claim to rectification, cannot be bound by any concession made by any of the parties as to what its language means. That is so even in the Court before which the concession is made; a fortiori in the Court to which an appeal from the judgment of the Court is brought. The reason is that the construction of a written document is a question of law. It is for the judge to decide for himself what the law is, not to accept it from any or even all the parties to the suit; having so decided it is his duty to apply it to the facts of the case. He would be acting contrary to his judicial oath if he were to determine the case by applying what the parties conceived to be the law, if in his own opinion it were erroneous."

[22] In their submissions, the Plaintiffs failed to highlight how this Court is unable to come to a determination based on the contemporaneous documents. They have failed to show the premise to cross examine witnesses and who are the witnesses. The problem lies with the fact that the persons they claimed to have acted oppressively or in disregard to the Constitution or in falsifying documents ie the minutes of the meetings, are not named as a party to the Originating Summonses. This Court cannot entertain fishing expedition, more so, when th