Good J:

These proceedings have been instituted as a result of family differences concerning the exercise of voting rights in a family undertaking known as Foo Nyit Tse & Brothers Ltd. (to which I shall refer hereinafter as "the Company") by trustees in whom certain share are vested.In order to understand the proceedings, it is necessary to examine the sequence of events leading up to them.

[The learned Judge then examined the sequence of events leading up to the proceedings and disposed of a preliminary point of jurisdiction, which are briefly stated in the headnote above, and continued:]

Having disposed of the preliminary point of jurisdiction I come now to the question in dispute.The issue is a perfectly simple one, and the argument on it proceeded as follows.Article 76 of the Articles of Association of the Company provides that where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share, as if he were solely entitled thereto, and if more than one of such joint holders be present at any meeting, personally or by proxy, then one of the said persons so present, whose name stands first in the register in respect of such share, shall alone be entitled to vote in respect thereof (the underlining is mine). It is common ground that the first defendant, Mr. Foo Yin Fong, is the person whose name stands first in the register in respect of the 81,200 shares of the estate of the Testator.The first defendant interprets Article 76 as giving him carta blanche to exercise his absolute discretion as to how the votes shall be cast.His co-trustees, the plaintiffs, urged the view that Article 76 merely provides convenient machinery for casting the votes but that the right to vote does not import a discretion as to how to vote in the case of joint trustee shareholders.Mr. Rintoul submitted that if the Testator had intended that the voting rights should be exercised by the first defendant in his unfettered discretion he would have said so in his Will; to which Mr. Das replied that the Testator must have been well aware of the provisions of Article 76 and must be presumed to have put his trust in the first defendant, as the senior director of the Company and the senior member of the family, to exercise the voting rights in the best interests of the beneficiaries of the estate.There is, however, the possibility of a conflict of loyalties, and it is easy to imagine a situation in which the first defendant might find himself obliged to put the interests of the Company, as conceived by him, before the interests of the beneficiaries, as conceived by his co-trustees.It is manifestly essential that in such a case the respective rights of the parties shall have been ascertained and declared, so that there shall be no doubt as to whether a majority of the trustees have the power to control the way in which the votes are to be cast.

Mr. Rintoul informed me that he relied on the case of Barclays Bank Ltd. v. Inland Revenue Commissioners [1959] 1 All ER 65 reversed on Appeal [1959] 3 All ER 140, CA, in which the Bank were the executors of a deceased testator.The decision of Dankwerts J in that case, on which Mr. Rintoul relied, was overruled by the Court of Appeal.The report, which is to be found in [1959] 3 All ER at p. 140, was very properly brought to my notice by Mr. Rintoul after the hearing.Very briefly, the question was whether the deceased testator, a Mr. Shipside, "had the control of" a company within the meaning of s. 55(1) of the Finance Act, 1940, for the purpose of estimating the estate duty payable on the value of his assets.The deceased was the beneficial owner of certain shares, and certain other shares were registered in the names of four trustees jointly, of whom the deceased was one.Clause 61 of Table A in the Companies (Consolidation) Act, 1908 provides that in the case of joint holders of shares "... the vote of the senior who te