A shareholder must be a registered member at the time of the transaction to have locus standi to challenge corporate actions, particularly under Section 132C of the Companies Act.

[25] This becomes clearer when one reads the Supreme court's judgment further along at p 19:

"So a reference to a sale being concluded at the fall of the auctioneer's hammer could only refer to that stage of the transaction of sale where there is concluded an agreement between the vendor and the highest bidder, the former to sell and the latter to purchase the goods.Hence, the term 'conclusion' in the context of these sections can only mean conclusion of certain aspect of the salewhen there is an agreement between the parties to sell and buy the property but the proprietary right has yet to be conveyed from the vendor to the purchaser."

[emphasis added]

[26] In our present case, cl 6.1 of the SSA provides for the completion of the SSA:

"The completion shall take place on the completion date subject to the purchasers' undertaking to pay in full the purchase consideration and the advances to the vendor within thirty months from the date hereof. In the event the purchasers fails to provide ...".

[27] In cl 1.1 of the SSA, "completion" is defined to mean "completion of the sale and purchase of the sale shares in the manner provided in this agreement;" and "completion date" is defined to mean "the date the purchaser or its nominee being appointed as new directors of the target company on or before 30 November 2010 subject to the purchaser's undertaking to pay the purchase consideration and advances within thirty months from the date hereof in accordance with the terms of this agreement".

[28] The court must reject the plaintiffs' suggestion that so long as the purchase consideration has not been fully paid up, the SSA is not completed; hence affording the 1st plaintiff the right of complaint on the SSA. The defendants have argued that this is a literalist's interpretation of the SSA which should not be condoned by the court, especially for commercial transactions. The House of Lords' decision in Sirius International Co v. FAI General Insurance Ltd and Others [2004] 1 WLR 3251, 3257 was alluded to in support. In that case, the House of Lords had discussed the interpretation of commercial instruments viewing that:

"... the aim of the inquiry is not to probe the real intention of the parties but to ascertain the contextual meaning the relevant contractual language. The inquiry is objective: the question is what a reasonable person, circumstanced as the actual parties were, would have understood the parties to have meant by the use of specific language. The answer to that question is to be gathered from the text under consideration and its relevant contextual sense.

19. There has been a shift from literal methods of interpretation towards a more commercial approach. In Antaios Compania Naviera SA v. Sale Rederierna AB [1985] AC 191, 201, Lord Diplock, in an opinion concurred in by his fellow Law Lords, observed: "if detailed semantic and syntactical analysis of a word in a commercial contract is going to lead to a conclusion that flouts business common sense, it must be made to yield to business common sense."

[29] The House of Lords then referred to two earlier decisions