Howes A-G CJ:

In this matter, by a consent order made by de Buriatte J on 15 March 1937, it was ordered that the following preliminary point of law be tried before this Honourable Court namely:

If the Keppel Bus Co. referred to in para. 4 of the Statement of Claim herein is an illegal association by reason of its being composed of more than twenty persons then is this Honourable Court debarred from affording relief to the plaintiff on behalf of himself and all other bus owners except the defendants, Ang Boon Siew, Ong See Neo and Tan Thean Neo who have hitherto been operating under the common name of Keppel Bus Co, by granting an account.

The plaintiff claims on behalf of himself and all other the bus-owners except the defendants, Ang Boon Siew, Ong See Neo and Tan Thean Neo who have hitherto been operating under the name of "Keppel Bus Co":

(a) An account of all moneys received by the defendants from the plaintiff and all other the bus-owners aforesaid and or their application thereof.

(b) Inquiry as to any property of the said "Keppel Bus Co" in the defendants' custody available for the benefit of all the said bus-owners.

(c) Administration of the assets of the said "Keppel Bus Co".

(d) Such other relief as the Court shall think just.

(e) Costs.

The defence is, that the claim is bad in law and discloses no cause of action for accounts and inquiries against the defendants, on the grounds that the Society or association of bus-owners as alleged to exist and known as "Keppel Bus Co" is composed of more than twenty persons, and that such society or association not being registered under the Societies Ordinance (Ch 217) and or the Companies Ordinance (Ch 151) is unlawful.

It appears to be common ground that "the Keppel Bus Co" is an association of more than twenty bus-owners, and was formed for the purpose of carrying on a business "that has for its object the acquisition of gain by the company, association, or partnership, or by individual members thereof" within s. 4(2) of the Companies Ordinance (Ch 151); and that since it has not been registered under that Ordinance, the "Keppel Bus Co" is an illegal association. This, as above stated, is the defendants' answer to the claim.

Mr. Smith, for the plaintiff, relying on the case of Greenberg v. Cooperstein [1926] Ch 657, argues that even if this "Company" was an illegal association by reason of its being an unregistered association of more than twenty persons carrying on a business having for its object the acquisition of gain, the Court is not debarred from affording relief to the members asking for a return of money paid into the hands of agents for application for the illegal purpose, by granting an account; which is all the plaintiff now seeks.

Mr Koh, for the defendants, has referred to numerous cases, including local decisions.

Of these, Tan Teck Hee & Ors. v. Cheng Tiew Peng (2 FMSLR 161) was a claim by a partnership which consisted of twenty-five persons which had not been registered under the Companies Enactment. It was held by Braddell JC that the partnership, being one which is forbidden by the law, was void, and the partnership was not entitled to maintain an action. In another case Tham Choon Ng v. Hup Lee Chong & Sum Yik Chow (1 FMSLR 364) it was held by the Court of Appeal, that the contract sued on being a contract of partnership, in which there were more than twenty partners, was prohibited by s. 4 of the Companies Enactment 1917, and was therefore void within the meaning of s. 23 of the Contract Enactment, and one which could not be sued upon.

The present claim is, however, not based on contract; but the plaintiff seeks an equitable remedy.

The case of Sykes v. Beadon [1879] 11 Ch. D 170 to some extent, supports the defendants' contention.

In that case Jessell MR stated at p. 193:

Now the authorities on the subject seem to be quite plain when you come to examine them. They are really to this effect, that you cannot ask the aid of a Court