Lee Hun Hoe CJ (Borneo):

For convenience the application to amend the Defence and Counterclaim and the appeal are dealt with together. A Solicitor's Certificate of Urgency was filed on 28 January 1985 for the said application to be heard before the appeal. This is very unusual.

We would summarise the facts. Plaintiff/respondent is a private limited company. Choo Chak Low, See Hon and Lee Thong @ Lee Tong are the registered proprietors in equal shares of a piece of land held under HS (M) 896, PT No. 168, Mukim Batu, Tempat 2388, Jinjang Utara Kepong together with the factory erected thereon. The land is subject to a restriction that it shall not be transferred, charged or leased without the consent of the State Authority. The respondent became a beneficial owner of the land by virtue of an agreement dated 10 October, 1979 (called the co-proprietors' agreement) entered between three registered co-proprietors, namely See Hon and Lee Thong @ Lee Tong on the one part and Choo Chak Low on the other part. Under the co-proprietors' agreement See Hon and Lee Thong @ Lee Tong agreed to sell their respective 1/3 share of the land to Choo Chak Low. The latter would incorporate a priva