Ambrose J:

This is a special case stated by the parties to this suit for the determination of three questions of law.

The facts set out in the special case and the inferences of fact drawn by me from the documents stated in it are as follows. Lee Phee Soo, who was domiciled in the Republic of China, resided at Kulangsu, Amoy, and died there, intestate, on 25 November 1947. The defendant, Lee Seng Chong, is his son. The original plaintiff, Lee Eng Jin, was his daughter. She died on 24 February 1957. On 13 December 1957, it was ordered by the Court that Estate & Trust Agencies (1927) Ltd, the administrators of her estate, be added as plaintiffs and that the proceedings in this suit be carried on between the new plaintiffs and the defendant.

The intestate was the registered owner of 911 shares in Lee Rubber Co. Ltd, which is a company incorporated in Singapore. On 28 June 1946, while residing outside the sterling area, he executed a transfer of 455 of these shares in favour of his son, Lee Seng Chin. The consideration is stated in the transfer to be the sum of $45,500 paid by the said Lee Seng Chin. It is agreed between the parties that no such consideration passed and that the transfer was by way of a gift.

On the same day, the intestate executed a transfer of the remaining 456 shares in favour of another son, Lee Seng Kee. The consideration is stated in the transfer to be the sum of $45,600 paid by the said Lee Seng Kee. It is agreed between the parties that no consideration passed and that the transfer was by way of a gift.

Stamp duty was paid on the transfer to Lee Seng Kee on 4 July 1950 and on the transfer to Lee Seng Chin on 9 August 1950.

Letters of Administration of the estate of the intestate were issued to the defendant on 23 July 1952, pursuant to an order made by this Court on 25 August 1950. The defendant duly paid estate duty on the 911 shares as gifts inter vivos made by the intestate to the said Lee Seng Chin and Lee Seng Kee and deemed to be included in the property passing on the death of the intestate.

After the death of the intestate, the transfers executed by the intestate were produced by the defendant to the secretary of the said Lee Rubber Co. Ltd for registration. The secretary refused to register the transfers as the transferor was already dead.

The defendant then applied to the Controller of Finance for approval of the transfer of 456 shares to Lee Seng Kee executed by the intestate. This was given on 10 September 1952. The defendant as administrator of the estate of the intestate executed a transfer of the 456 shares to Lee Seng Kee on 14 October 1952. Stamp duty was paid on the transfer on 23 October 1952. This transfer was duly registered by the company.

The defendant subsequently applied to the Controller for approval of the transfer of 455 shares to Lee Seng Chin executed by the intestate. This was given on 11 May 1957. The defendant, as administrator, executed two transfers in respect of the 455 shares to Lee Seng Chin on 29 May 1957. Stamp duty was paid on the two transfers on 30 July 1957. These transfers were duly registered by the company.

The first question propounded for the opinion of the Court is:

Were the gifts of the shares by the intestate to Lee Seng Kee and Lee Seng Chin under and by virtue of the transfers executed by the intestate on 28 June 1946, incomplete at the date of death in so far as no approval for the transfers was obtained from the Controller of Finance under the Finance Regulations, 1946, before the date of death of the intestate or before the date of execution of the transfers?

Regulation 10(1) of the Finance Regulations, 1946, provides as follows:-

Subject to any exemption which may be granted by order of the Controller or his deputy, no person shall, except with permission granted by the Controller or his deputy, transfer any security, either on his own behalf or on behalf of any other person, unless-

(a) the holder of the security and, if the h