An irrevocable power of attorney does not prevent the donor from exercising their powers unless explicitly stated, allowing the transfer of shares without the donee's consent.

[1] The Plaintiff, Tai Swee Kian ('Plaintiff') is the brother of the First Defendant, Tay Boo Thiah @ Tai Boo Ting ('D1') and the uncle of the Second Defendant in these proceedings, Tai Kim Hong ('D2'). The Third Defendant is a nominal Defendant as the dispute here pertains to the disposition of D1's shares in the Third Defendant. The dispute here is essentially between the Plaintiff and D2 as a parcel of 25,750 Dominion Rubber Company (Malaya) Sdn Bhd shares, belonging to D1, was made the subject matter of an irrevocable power of attorney granted to the Plaintiff. Subsequently, the same parcel of shares was sold to D2. Accordingly, the Plaintiff seeks a declaration that the subsequent sale to D2 by the donor, D1 without his concurrence, was null and void. D2 on the other hand, opposes this claim vigorously, maintaining that the donor was, at all times, entitled, notwithstanding the power of attorney granted to D1, to sell the subject parcel of shares to D2. Accordingly D2 contends that the sale to him is valid.

Salient Facts

[2] On 30 October 2006, D1 granted a power of attorney ('PA') to the Plaintiff. The PA specified that the Plaintiff was appointed D1's true and lawful attorney to act on D1's behalf and to execute the acts set out in the PA in respect of her shareholding in several companies. One of the companies there set out was the Third Defendant, namely Dominion Rubber Co (Malaya) Sdn Bhd The share certificate number in the PA is described as number '73' comprising 25,750 shares. More specifically, cl 7 of the PA provides as follows:-

"...To sell the shares of any of the companies and for that purpose to employ and pay brokers and other agents in that behalf and to receive and give receipts for the purchase money payable in respect of such sale and to transfer the said shares so sold to the Purchaser or Purchasers thereof or as they may direct and for these purpose to sign and execute all such contracts transfer forms and other writings and do all such other acts as may be necessary for effectually transferring the same....." (emphasis mine).

[3] Clause 11 of the PA specifies that the PA was given for valuable consideration and is irrevocable. D1 was, at the time when the PA was granted to the Plaintiff on 30 October 2006 the registered owner of 26,750 shares in the Third Defendant.

[4] On 16 March 2010 D1 affirmed a statutory declaration confirming that share certificates numbers 60 and 72 issued by Dominion Rubber Company (Malaya) Sdn Bhd were lost or had been accidentally destroyed.

[5] On 3 May 2010 D1 then transferred 26,750 shares in the Third Defendant to D2.

[6] On 29 May 2010 the Third Defendant issued share certificate no A2 for the 26,750 shares which D1 alleged were lost, to replace share certificates nos 60 and 72.

[7] On 17 June 2010 a notice to requisition an EGM of the Third Defendant was issued by two other shareholders. The Plaintiff appointed a proxy to attend the EGM on 29 June 2010.

[8] On 19 July 2010 the Plaintiff issued a letter to the Third Defendant's company secretary complaining about the change in the register of members by the removal of D1's name. The company secretary responded by asking the Plaintiff to refer to D1.

[9] D1 states somewhat simplistically that she entered into a sale transaction with D2 because she had forgotten that she had issued the PA to the Plaintiff. D1 takes no stance in Court in these proceedings.

[10] The Plaintiff then commenced this action for a declaration to the effect that the sale transaction between D1 and D2 is void as it was entered into notwithstanding the existence of the PA and without the concurrence of the Plaintiff.

The Trial

[11] At the commencement of these proceedings the parties advised the Court that this action may be resolved entirely by submissions of law without the necessity o