Gopal Sri Ram JCA:

Introduction

[1] These appeals were called on for hearing on 9 May 1995 but were not taken in the order in which they appeared in the list of appeals. Both appeals arise out of the same suit. It was therefore decided, with the concurrence of all Counsel, that civil appeal no 35/95 ("the first appeal") would be taken first and if it failed then civil appeal no 34/95 ("the second appeal") would be taken next. This course was resorted to because, it was agreed that if the first appeal succeeded, the second would be deemed to have succeeded as well. For convenience, I shall refer to the parties according to the title assigned to each of them in the Court below.

[3] The respondents in both appeals are the first plaintiff, his wife by his second marriage (solemnised according to Muslim law), and his brother and sister respectively. They succeeded in obtaining from Haidar J certain declarations which had the effect of:

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(i) nullifying a board meeting of the first defendant held on 17 April 1990 and all things done thereat subsequent thereto; and

(ii) setting aside the sale of the six lots of land by the company to the intervener.

[4] At the conclusion of arguments advanced by Cik Jayanthini Kannaperan of Counsel for the appellants in the first appeal, this Court dismissed that appeal without calling upon Encik Nathan of Counsel for the respondents. Thereafter, Encik Das who appeared for the intervener argued the second appeal and, after hearing Encik Nathan in reply, that appeal was also dismissed. My reasons for both decisions now follow.

Facts And Chronology

[5] As I have already said, the first defendant company is the registered proprietor of six lots of land. At all material times the issue documents of title to these lands were in the custody of Messrs. Lim, Tan & Heo, a firm of solicitors. The first defendant came to acquire the lands in this way.

[6] Initially, these six lots belonged to the first plaintiff. He and his first wife (the second defendant) incorporated the first defendant company in 1962, and were its subscribing shareholders and directors. The first defendant's registered office is in Sibu. In 1973, the first plaintiff transferred the six lots to the first defendant at RM 10,000 an acre. As each of his children by the first marriage attained the age of majority, he caused the first defendant company to allot shares in the company to such child. However, almost simultaneously with such allotment he got each child to execute undated and blank transfers which he held, together with all the relevant share certificates. The children paid nothing for those shares.