JUDGMENTBY: THOMSON CJ, HILL JA, GOOD JA

THOMSON CJ The appellant in this appeal was at all material times the registered proprietor of two pieces of land in Alor Star comprised in Surat Putus Nos. 61829 and 61830 (known as Lot 7 and 8 on the Government Survey plan) and the respondents, who are partners, were until recently carrying on the business of a coffee shop on the appellants land. The appellant is a married woman and at all material times so far as concerns the present case her affairs would appear to have been in the hands of her husband, although she speaks and understands the English language while he says he does not.

Some time in 1951 the appellant was apparently minded to build two shophouses on her land and on 22nd December, 1951, she entered into an agreement with the respondents which was in writing and which must be described in some detail.

This agreement recited that the appellant, who was called "the borrower", was the registered owner of the land and intended to erect two shophouses upon it in accordance with a building plan which had been approved by the Town Board. It went on:--

"AND WHEREAS the Lenders, at the request of the Borrower, have agreed

to lend to the Borrower the sum of Dollars Thirty thousand only ($ 30,

000) in order to enable her to erect the said two Brick Shophouses,

upon the Borrower agreeing to repay the said amount on the dates and in

manner hereinafter mentioned and also to grant to them a lease of the

shophouse standing on Lot No. 8 and the first Floor of the Shophouse

standing on Lot No. 7 upon their completion ... for the period and upon

the terms and conditions hereinafter provided."

It then provided that in consideration of $ 30,000, of which $ 12,000 had been paid on the execution of the agreement and the balance was to be paid, as to $ 9,000 on the date of completion of the first floors and as to $ 9,000 on the completion of the roofing of the shophouses, the borrower (i.e. the appellant) undertook to repay to the lenders who were the present respondents that sum of $ 30,000 by three hundred monthly instalments of $ 100 each without interest until the whole amount should have been paid, such monthly instalments to be deducted from the rental to be paid in respect of the premises. It went on:--

"AND in consideration aforesaid the Borrower hereby further agrees and

binds herself, to grant and demise and by these presents, doth hereby

grant and demise (the premises) ... for the term of twenty-five years

... PAYING THEREFOR for and during the said term, the rental of $ 280

per calendar month."

Then there followed stipulations on the part of the lenders regarding the payment of rent, assessment, rates, taxes and electricity and water supplies and regarding repairs and access and on the part of the borrower to grant the lease and "not to sell or otherwise dispose of the demised premises or any part thereof, without first informing and granting the lenders the option to purchase the same at such price and upon such terms and conditions as shall be mutually agreed on".

Some time later, on 11th March, 1952, the appellant borrowed a sum of$ 40,000 from the Oversea-Chinese Banking Corporation by way of security for which she gave a charge upon the land. In the meantime, however, all payments by the present respondents under the agreement of 22nd December, 1951, had been made, the buildings had been completed and on 1st March, 1953, the respondents went into occupation of the whole of the premises except the ground floor of the shophouse erected on Lot No: 7.

The respondents remained in occupation of the premises for a number of years, regularly paying monthly sums of $ 180 to the appellant which they, at any rate, say they regarded as paying rent at the rate of $ 280 per month and deducting from that sum instalments of $ 100 a month by way of repayment of the loan. No steps, however, were taken by the appel

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