The plaintiffs were stockbrokers. At the request of the defendant, the plaintiffs bought and sold stocks and shares on the defendants behalf pursuant to a margin account arrangement. As on 30 June 1986, the defendant owed an outstanding amount of $ 168,255.02. The assistant registrar gave summary judgment against the defendant for $ 162,000.60 plus interest and costs. The judgment amount was reduced as a result of certain payments made after the institution of this action, the full particulars of which were set out in the statement of accounts of 30 September 1987. The defendant appealed to the judge-in-chambers. I dismissed the appeal.

The relation between the parties commenced in June 1983. On 21 June 1983, the defendant executed a memorandum of deposit in favour of the plaintiffs in order to obtain facilities from the plaintiffs to deal in stocks and shares on the Singapore Stock Exchange. Pursuant thereto, some securities were deposited with the plaintiffs, with the appropriate blank transfer forms duly completed. The parties also executed an account agreement on the same date pursuant to which the defendant was given by the plaintiffs a margin account of up to a million dollars to trade in stocks and shares.

Under cl 2 of the memorandum, it was provided that if (the defendant) makes default in paying further securing or satisfying to (the plaintiffs) on demand any money or liability hereby secured, (the plaintiffs) may without further notice sell or dispose of any securities hereto or any part thereof or any substituted securities in such manner and for such consideration... as (the plaintiffs) may think fit and (the plaintiffs) may apply the proceeds of sale in or towards discharge of the costs incurred therein and of the money or liabilities hereby secured....

Of the sum $ 168,255.02 claimed in the statement of claim, there was included in it a sum of $ 57,829.07 for share certificates awaiting collection.

The main points raised in argument by the defendant for leave to defend the action were these:

(i) The plaintiffs were in breach of duty to act diligently when they

failed to liquidate the securities upon the defendants margin account with

the plaintiffs exceeding the limit of one million dollars.

(ii) Negligence on the plaintiffs part in failing to obtain the best

possible price in liquidating the securities.

(iii) The defendant had never given instructions to purchase the shares,

which certificates were awaiting collection by the defendant.

(iv) The statement of claim had failed to disclose material facts.

On the first point, the defendant argued that cl 2 of the memorandum placed a burden on the plaintiffs to liquidate the securities of the defendant when the defendants account exceeded the limit of $ 1m. I could find nothing to that effect in either the memorandum of deposit or the account agreement. The defendant conveniently overlooked the word may in cl 2 of the memorandum -- you may without further notice sell.... The discretion was with the plaintiffs. It lay ill in the mouth of the defendant to complain that the plaintiffs had given him time to pay up. There was clearly no merit in this first point.

On the second point, all I saw was a bare allegation on the part of the defendant. No evidence was tendered that the securities were not sold at the then market price on the Singapore Stock Exchange. No objection was ever raised by the defendant when contract notes of the sales in question were received by him. In answer to my query, counsel for the defendant admitted that there was no evidence that the plaintiffs had sold any shares contrary to the instructions of the defendant. On the contrary, the plaintiffs had shown to this court that they had regularly and in the ordinary course of business forwarded to the defendant at his given address the debit notes, credit notes and contra statements evidencing the share transactions placed by the defendant.

As rega