Peh Swee Chin SCJ:

Two letters figure prominently in this appeal with facts of the case practically undisputed. It will only be necessary to set out such of the facts as found necessary for elucidating the points in issue.

The appellants, together with 4 other parties, were cited as defendants in the civil suit concerned herein, brought by the respondent that was plaintiff below. (Such defendants are hereinafter called the defendants collectively; the appellants, the appellants/defendants, whenever the context requires the distinction; and the respondent, the plaintiff/company).

The defendants were beneficial owners of shares in a company called Britama Properties Sdn. Bhd, (hereinafter called the Britama). Britama is a holding company of 2 wholly-owned subsidiaries one of which is called Prime International (Holdings) Pte Ltd., (hereinafter called the Prime Company).

The defendants sold their respective shares or shareholdings in Britama to the plaintiff/ company by an agreement dated 15 February 1985 (hereinafter called the sale agreement) in consideration of allotment to the defendants, shares in the plaintiff/company credited as fully paid up. Under the sale agreeme