(delivering the Judgment of the Court): We allowed the appeal and indicated that we would give our reasons at a later date which we now do.

The appellants (plaintiffs in the Court below) took out a writ against eight defendants, viz:

1. Maran Road Sawmill Sdn. Bhd.

2. Amanah Saham Pahang Bhd.,

3. Haji Abdul Razak bin Hitam,

4. Haji Abdul Aziz bin Abdul Rahman,

5. Ramli bin Che Isa,

6. Government of the State of Pahang,

7. Hanafiah Raslan & Mohamad (sued as a firm); and

8. Mohd. Hassan bin Merican.

and claim the following reliefs:

"(a) as against the 6th defendant, a declaration that the purported

termination of an agreement ("the concession agreement") made on

May 5, 1978 and made between the 6th defendant and the 2nd

defendant company and purported repudiation of an assignment of

May 10, 1978 are of no effect;

(b) a declaration that the 6th defendant is bound to do all such acts

and things as are necessary to make effective the said concession

agreement and assignment and to enable the 1st defendant company

to continue its operation for the remainder of the term of the

said concession agreement;

(c) general and special damages against the 6th defendant;

(d) as against the 2nd defendant company, a declaration that the 2nd

defendant company is bound by the said concession agreement and

assignment and that the 2nd defendant be restrained from

interfering with the operations of the plaintiff company;

(e) as against the 3rd, 4th and 5th defendants, damages for breach of

duty as directors of the 1st defendant company;

(f) as against the 2nd, 3rd, 4th, 5th, 7th and 8th defendants,

general and special damages for procuring the repudiation of the

said concession agreement and assignment;

(g) as against the 2nd, 3rd, 4th, 5th, 7th and 8th defendants,

general and special damages for inducing the 6th defendant not to

issue the forest licence for 1983-1984 to the 1st defendant

company;

(h) as against the 7th and 8th defendants, general and special

damages for negligently preparing and publishing a report on the

1st defendant companys operations on January 21, 1983;

(i) costs, and

(j) such other or further relief as this Honourable Court shall deem

fit and just."

Conditional appearance was entered by the 6th defendant (hereinafter referred to as the respondent) and on December 19, 1983 a summons-in-chambers was taken out (a) to set aside or strike out the writ of summons and the statement of claim, alternatively (b) to strike out the name of the 6th defendant from the said writ and the statement of claim and other consequential relief and costs.

The application was heard before Abdul Razak J. who after hearing the submissions of learned counsel for the appellants and the respondent, ruled that "the plaintiffs membership of the first defendant was ultra vires the articles and he could not bring himself with it to sue". The learned judge then made an order in terms of the summons and costs. Against such ruling the appellants had appealed to the Federal Court. Before dealing with the appeal we would like to set out briefly the relevant facts.

(i) Maran Road Sawmill Sdn. Bhd. (hereinafter called the 1st defendant

company) was formerly solely owned by Datuk Ng Chee Cheong, Ng Wing Chong, Ng

Yew and Datin Yee Wai Fong (collectively called "the Ng family") and others;

(ii) On May 2, 1978 Amanah Saham Pahang Bhd. (hereinafter referred to as

the 2nd defendant) entered into a Joint Venture Agreement with the Ng family

whereby, inter alia, in consideration of the 2nd defendant agreeing to

assign their timber concession to the 1st defendant c