James Foong J

This is an application by the plaintiff under O 81 of the Rules of the High Court 1980 against the defendants for specific performance of a sale and purchase agreement of a certain property entered into between the plaintiff and the defendants on 1 June 1990 (hereinafter referred to as 'the sale and purchase agreement').

The defendants' defence is based mainly on the following grounds:

(1) that the sale and purchase agreement is invalid for reason that the director who executed it has no authority to do so;

(2) that the transaction contravenes s 132C(1) of the Companies Act 1965 ('the Act') and the plaintiff had knowledge at the material time when the property was being sold that it formed a substantial asset of the defendants;

(3) that the plaintiff did not perform his part of the obligation under the sale and purchase agreement by failing to pay the balance of the purchase price.

After due consideration I came to the following findings. The sale and purchase agreement is not invalid. The director, one Koo Teng Shin @ Khoo Kim Lim, acted well within the ambit of a resolution of the board of directors of the defendants passed on 15 March 1989 relating to the