Gopal Sri Ram JCA:

This is a tolerably plain case. It concerns a claim by the plaintiffs (appellants before us) against the defendants (respondents here) for the transfer of the shares owned and held by the first defendant, Boltex, in another company called Dragonbite Holdings Sdn Bhd. The claim arises out of a document (exh. P1) which was executed by the plaintiffs and the second to the sixth defendants. The learned trial judge has set out the document in extenso in his judgment and I am therefore spared from referring to it in any detail here. For present purposes it suffices to say that P1, to which Boltex was not a party, recites that among other things that "have been agreed in principle", all the shares of Dragonbite belonging to Boltex shall be transferred to the first plaintiff and his nominees. I must add that Boltex, for some reason that is not entirely clear raised a counterclaim against the appellants.

As a result of the way in which the case was argued before him, the learned judge held that there was no concluded agreement between the parties. He then dismissed the claim and the counterclaim. Having regard to the ambiguous and uncertain language in which exh