Taylor J:

This is an action for possession of a very large building, at present used as a school.

The plaintiffs are a trading concern and have lately purchased the property.Whether they want it for their own occupation or for some purpose does not appear.

The defendants are a society registered under the Societies Ordinance.One of their objects is to conduct a primary school for children of members.Before the war they had about fifty pupils.During the Japanese occupation the Society did not function.In 1945 it was revived and the committee sought accommodation for a new and larger school.

Early in 1946 they took over the property now in question.At that time it was owned by a bank, managed by their agents, the Estate & Trust Agencies Ltd. and let to one Tan Guan Koon, on a monthly tenancy at $100.The chairman of the Association, duly authorised by the committee of management, first negotiated with Tan who agreed to vacate in favour of the Society.On 17 January Tan informed the agents by letter that he had decided to transfer the tenancy to the Association and requested that the name in the rent receipt should be changed accordingly.

The agents referred this application to the bank; one of the officers of the bank wrote "approved" on the original letter.On 23 January Tan and the chairman called at the agent's office.The manager took one of his company's standardised forms of transfer of tenancy and himself filled it in for them.Tan signed it in Chinese.The chairman affixed the seal of the Association and signed as chairman.

It is customary on letting in a new tenant to take a sum equal to one month's rent as a deposit and also one month's rent in advance.The chairman accordingly produced $200 in cash.The rent for January and Tan's original deposit were adjusted; the association were entered by their registered name as tenants in the agent's books with effect from 1 February and were credited with their deposit and the rent for February.Later rent was raised to $125 and it was paid regularly until the present dispute arose.Since then it has been tendered and refused. A monthly tenancy is in law assignable, with, or in some cases even without, the assent of the landlord.It is clear that Tan wished to assign his tenancy to the Association for the purposes of a school, that the landlord assented in writing and that the agents completed the matter by recording it in their books in accordance with their usual practice.The officers of the association wanted the association to become the tenants in their collective name and the agents agreed to that and did their best to effect it. There was genuine consensus ad idem. There was a valid agreement in writing to let the building to the members of the association regarded as a body.Unfortunately, none of the four persons concerned appreciated that such a body has not the capacity to hold a legal interest in land.It was an agreement to make an assignment which was incapable of taking legal effect in the manner intended.As a matter of conveyancing the assignment is void.The Association did not become legal tenant.

The management committee considered the matter at a meeting on 14 February but they were under the same misapprehension of law.The minutes are in Chinese and there was some doubt about the first translation but this was cleared up by the Senior Court Interpreter.The best translation is:

After a long discussion it was decided unanimously that it was most proper to rent these premises in the name of the Association.

That was unequivocal ratification by the committee of the assignment in the collective name.

Also the general body of members have ratified the transaction as a whole by their conduct in continuing to support the school but, inasmuch as they would not know the details, their ratification covers the agreement only and does not extend to the assignment.

The plaintiffs claim possession on the ground that the supposed tenancy is void.They rely on Jarrott v. Ackerley