PS Gill JCA:

The plaintiff, a firm of stockbrokers in Singapore, and a member of the Singapore Stock Exchange claim a sum of S$21,993. 41 from the defendant as on 1 October 1985 with interest thereon at the rate of 1.2% per mensem from 1 October 1985 for full payment payable, and owing under an agreement dated 15 October 1984. Under the term of the agreement, the defendant requested, and was granted certain credit, and trading facilities relating to transaction and/or trading and/or sale and purchase of public listed shares.

The defendant denied the claim, and instead counterclaimed for the return of 287,000 shares pledged with the plaintiff as security for margin facilities S$500,000 and/or in the alternate damages for the conversion of the shares by the plaintiff amounting to a sum of $366,106.36.

The learned trial judge dismissed the plaintiff's claim with costs, and allowed that counterclaim of the defendant with costs.

The agreed facts (marked "F" by the court on 9 February 1998) dated 3 March 1997 are as follows:

(1) The plaintiff is and was at all material times stockbroker and member of the Singapore Stock Exchange.

(2) The defendant entered in to an agreement with the plaintiff on 15 October 1984 whereby the plaintiff, at the defendant's request, agreed to grant credit facilities to the defendant to pay for the shares to be purchased by the defendant from or through the plaintiff and the defendant further agreed and undertook, inter alia:

(a) that the plaintiff shall hold all the shares purchased by the defendant as security for the outstanding credit facilities;

(b) that the defendant shall deposit as collateral security with the plaintiff a sum equivalent to S$3 for every S$10 worth of shares purchased by the defendant on credit from the plaintiff;

(c) that if at any time after such purchase and/or at any time during the credit period the shares and/or other securities held by the plaintiff as collateral security fall in value the defendant shall within five (5) days from the receipt of the plaintiffs notice in writing deposit such further sum or sums of monies and/or other securities as are required and accepted by the plaintiff as further collateral security;

(d) that the defendant will pay interest for the outstanding credit facilities at the rate of 1.2% per mensem or at such other rate as the plaintiff may by notice impose, such interest to be paid every thirty (30) days with or without formal demand from the plaintiff failing which all outstanding and/or unpaid interest shall be deemed to become part of the defendant's principal debt to the plaintiff and interest shall be paid also on such outstanding and/or unpaid interest sums at the aforesaid rate until full settlement;

(e) that if the defendant shall be in breach of any conditions contained in the said agreement, the plaintiff may without notice to the defendant:

(i) terminate all credit arrangements and, at the plaintiff's own judgment as to timing, dispose of by private treaty and/or through the Stock Exchange the shares held by the plaintiff; and

(ii) if the proceeds of the sale of the shares are insufficient to satisfy the sums owing by the defendant to the plaintiff, the plaintiff shall be at liberty and without notice to the defendant to utilize all sums of cash and sell and/or dispose of all securities held and/or deposited with the plaintiff as collateral security to satisfy such outstanding sums as are owing by the defendant to the plaintiff;

(f) that the defendant irrevocably appoints the plaintiffs remisier William Wee as the defendant's agent to receive all and any notices, certificates, contract notes, demands and proceedings that are sent to the defendant, and, that all the said notices, etc. served and/or signified as received by the said agent shall be deemed to be duly served and received by the defendant;

(g) that notwithstanding the security and collateral security given by the defendant to the plaintiff, the defendant will be r