(delivering the Judgment of the Board): This appeal, which has been well presented and argued on behalf of both protagonists, raises a short question of construction arising out of an agreement under seal dated December 9, 1953. The question is whether the agreement sufficed to assign to the appellant, Mr. V.M. Peer Mohamed, a tenancy of the premises 449 East Coast Road, Singapore.

The premises were let by the landlord respondents, the Great Eastern Life Assurance Company Limited, on an oral monthly tenancy at some time prior to December 9, 1953 and probably before July 20, 1953 to Mr. D. Abdullah. The terms of the monthly tenancy did not prohibit an assignment by the tenant. On July 20, 1953 there came into force the Control of Rent Ordinance, 1953 which with amendments is now comprised in the Control of Rent Act (Cap. 266). The 1953 Ordinance conferred security of tenure on tenants and by an express provision, now section 4 of the Act, prohibits the payment of any premium or like sum "…as a condition of the grant, renewal, transfer or continuance of a tenancy…".

The agreement under seal which falls to be construed was made therefore after it had become illegal to demand or receive a sum in consideration of the assignment of a protected tenancy. It is common ground that the tenancy of 449 East Coast Road was protected. The agreement was made between the tenant, Mr. Abdullah described as the vendor of the first part, Mr. Murugaiyan described as the attorney of the second part and the appellant described as the purchaser of the third part. The agreement recited inter alia that the vendor was "the principal tenant" of the premises 449 East Coast Road, Singapore and that the attorney had been appointed to manage the premises. The agreement also recited that "the vendor and the attorney has (sic) agreed to sell to the purchaser all fixtures and furniture in the said premises and the purchaser has agreed to purchase the same for the sum of dollars three thousand three hundred ($3,300) and it is further agreed that the vendor shall cease to be the principal tenant of the said premises…".

By clause 1 of the deed, expressed to be in consideration of $3,300 then paid "the vendor and the attorney hereby assign unto the purchaser all furniture and fixtures contained in the said premises and to hold the same unto the purchaser absolutely". The assignment only refers to the furniture and fixtures; no doubt the parties to the deed would have been anxious to avoid any appearance that the sum of $3,300 included any form of illegal payment for the assignment of a protected tenancy. By clauses 2 and 3 the vendor and the attorney covenanted with the purchaser "that he has power to transfer the tenancy of the aforesaid premises into his name" and the purchaser undertook "on his own account to have the tenancy transferred into his name and all expenses incurred shall be borne by him". These clauses are puzzling because only the vendor could transfer the tenancy to or into the name of the purchaser. These provisions may mean that the purchaser was to inform the landlords of the transaction and secure that the landlords enter his name in their books instead of the name of the vendor. Mr. Godfrey on behalf of the landlords suggested that it was intended that the vendor's tenancy would be surrendered and that the purchaser would request the landlords to grant him a new tenancy.

By clauses 4 and 5 it was agreed that the purchaser had power to collect and retain the rents from the sub-tenants (if any) and that all City Council consolidated accounts (presumably municipal charges) should be paid by the purchaser. These clauses which may either state the obvious or negative the need for apportionment were said by Mr. Godfrey to be inconsistent with an intention to assign the term. Finally by clause 6 the vendor and the attorney agreed with the purchaser "that they will have no right title or claim in the premises aforesaid as from the date o