Abdul Aziz Mohamad JCA:-

[1] In the High Court there were twenty-nine plaintiffs and six defendants. Against defendants 1, 2 and 3 ("the vendors") plaintiffs 1 to 28 obtained an order of specific performance of sale and purchase agreements in respect of unsubdivided lots of agricultural land. Being unsubdivided, we shall refer to these lots as "sublots".

[2] The following is a summary of the core averments in the amended statement of claim. In 1973 the vendors bought two agricultural lands in the Mukim of Hulu Kelang, District of Gombak, Selangor, which we shall refer to simply as Lots 512 and 513, in order to carve out of them forty-one bungalow sublots to be sold. The vendors caused to be drawn up a layout plan of the forty-one sublots and a standard cyclostyled form of sale and purchase agreement to which the layout plan was annexed to form part of it. The forty-one sublots were soon sold out. A sale and purchase agreement in the form drawn up as mentioned was executed for each sublot. The buyers of forty of the sublots were the twenty-nine plaintiffs (treating, for convenience, plaintiffs 19 and 23, who were actually substitutes of deceased plaintiffs, as buyers), and defendants 4, 5, 6, several of them buying more than one sublot. All that happened before the transfer of Lots 512 and 513 from the original owner was registered. The registration took place on 15 August 1973. Only defendant 1, one of the three vendors, was registered as the proprietor, who soon after regarded himself as the sole vendor. Although the forty-one sublots had been paid for in full, and there was an undertaking in the sale and purchase agreements that the vendors would apply for conversion of Lots 512 and 513 to building land and for their subdivision into forty-one lots, the undertaking was not fulfilled. Instead, on 11 February 1974, defendant 1 charged Lots 512 and 513 to the Chase Manhattan Bank and, on 5 April 1982, he applied for their conversion to building land and for their subdivision into fifty-five bungalow lots and a lot for a condominium of sixty units. These acts were said to be fraudulent. As to the one sublot (of the forty-one) that we have left out, sublot 37, in 1984 the buyer sold it to defendant 1. Paragraph 2 of the amended statement of claim grouped the buyers of the forty-one lots, namely, the twenty-nine plaintiffs, defendants 4, 5 and 6 and defendant 1 (buyer of sublot 37), under the description of "the purchasers".

[3] The plaintiffs maintained in the statement of claim that defendant 1 was the constructive trustee of Lots 512 and 513 for the purchasers. They sought a declaration to that effect and an order that defendant 1 perform all the vendors' obligations under the forty (or forty-one) sale and purchase agreements. One of the grounds set out in the amended statement of claim in support of the claim that defendant 1 was a constructive trustee of Lots 512 and 513 for the purchasers was that the registration of the land in the name of defendant 1 only and not in the names of all the three vendors was null and void. So, it was contended, defendant 1 held Lots 512 and 513 as constructive trustee for the purchasers.

[4] It is to be noticed that through the declaration that they sought the plaintiffs were claiming beneficial ownership of the entire Lots 512 and 513 and they were claiming it as a body for all the purchasers, their argument being, as reflected in para. 10 of the amended statement of claim, that since all the forty-one sublots that Lots 512 and 513 comprised had been sold to the purchasers, then it was the whole of Lots 512 and 513 that had been sold to the purchasers. The plaintiffs' approach apparently was to make the declaration of trusteeship of Lots 512 and 513 the basis for the order of specific performance that they sought in respect of the sublots for the benefit of the purchasers individually.

[5] The following is a summary of the essential points and defences raised in defendant 1's amended state