AZMI LP This is an appeal against the judgment of the High Court at Kuala Lumpur refusing to dissolve an order of injunction made previously on an ex parte application before another judge of the same court against the defendants restraining them from parting with or disposing of any of their shares in the Oriental Bank of Malaya and restraining the bank from registering the transfer of any of the said shares to any other persons than to the plaintiffs. In the course of this judgment I may where the context permits refer to defendants one to five as the "vendors" and the sixth defendant as "the bank."

On 4th June 1968, the plaintiffs filed a specially indorsed writ accompanied by a statement of claim against the 6 defendants for specific performance of an agreement dated 4th May, 1968 which they say is for the sale by the vendors to the plaintiffs of 10,200 shares of $ 100 each issued and fully paid up or at least 51% of all such shares issued in the bank at the price of $ 160 a share. They also asked for an injunction restraining the vendors from parting with or disposing of any of the said shares, otherwise than to the plaintiffs, and also an injunction as against the bank restraining it from registering the transfer of the said shares to any other person than the plaintiffs. The third plaintiff also claims the sum of $ 102,000 against the vendors as loss of commission.

About the same time the plaintiffs by ex parte motion applied to the court for an injunction restraining the vendors from parting with or disposing of any of the shares and also an injunction against the bank from registering the transfer of any such shares to persons other than the plaintiffs.

In support of their application for the interim injunction before Gill J., as he then was, the first defendant filed an affidavit in which he alleged that by an agreement dated 4th May 1968 reduced to writing on 5th May 1968, between the plaintiffs and the vendors whereby it was agreed that the vendors will sell and the plaintiffs will purchase not less than 51% and not more then 70% of all the shares issued and paid up in the said bank at $ 160 a share. The said document was annexed to the affidavit. It is dated 5th May 1969 and purported to have been written by Mr. Lim Sun Hoe to Messrs. Skrine & Co. advocates and solicitors. In it, was referred a discussion made between Mr. Peddie of Skrine & Co., and Mr. Lim. Mr. Lim sets out what he called the "terms and conditions covering an offer and acceptance as agreed" and may be described briefly as follows:--

The vendors will sell to the plaintiffs at least 51% of the issued and

paid up shares in the said bank at $ 160 per share. It then refers to

an effort which the vendors would make to obtain additional 19% of the

shares to be made available to the plaintiffs at the same price and the

plaintiffs therefore have committed to purchase from the vendors a

total of 70% of the shares. The vendors are requested to inform Mr. Lim

not later than 5 p.m. on Tuesday, 7th May of the actual number of

shares available.

It could be at this stage of the proceedings that the plaintiffs were

under the impression that the vendors had at that time at their

disposal 51% of the shares because there was a reference to the fact

that the vendors would try to obtain additional 19% of the shares to

make up the 70%. The document then goes on to say how the shares are to

be paid. In my opinion it is not necessary to give the details here.

The document then says that as soon as the plaintiffs become the

majority shareholders of the bank they will make necessary arrangements

to compensate the banks secretary and to transfer certain houses

belonging to the bank to the vendors. The rest of the terms and

conditions refer to loans made by the bank, bad debts of the bank and

so on. In other words the documen