Edgar Joseph Jr FCJ:

Preliminary

[1] In a sense, this appeal from the judgment of the Court of Appeal is historic, for it is the first to be heard pursuant to the provisions of s 96 of the Courts of Judicature Act 1964 (as amended by Act A886/1994 and Act A909/1995), which explains why we are sitting as a Court comprising five judges of the Federal Court.

[2] The appeal concerns a dispute about ownership of certain lands which has its roots in the breakup of a Singapore family due to the eternal triangle. Unless the context otherwise requires, it will be more convenient, if we refer to the parties, as follows:

The Appellant as "the Intervener/Purchaser".

The First Respondent as "the Father".

The Second Respondent who is the Second Wife of the First Respondent as "the Second Wife Rahimah".

The Third Respondent who is the brother of the First Respondent as "the Father's Brother".

The Fourth Respondent who is the sister of the First Respondent as "the Father's Sister".

The Fifth Respondent an incorporated company of which the First Respondent was founder, Managing Director and Chairman, as "the Family Company".

The Sixth Respondent who is the first wife of the First Respondent as "the Mother".

The Seventh Respondent who is the eldest son of the Father and the Mother as "the Eldest Son Peter".

The Eighth Respondent to the Twelfth Respondent, who are the other children of the First and Sixth Respondents, as "the other children".

The Thirteenth Respondent who is the wife of the Eighth Respondent - the son Paul - as "the Daughter-in-law".

[3] As we have indicated at the outset, the background to the questions which arise for decision in this case is about the breakup of a family due to the proverbial triangle, the breakup being played out on the company front with the opposing factions - one headed by the Father and the other by the Mother, supported by the Children of the Family - battling for control of the Family Company. In the upshot, the Mother and her faction having apparently gained control of the Family Company, then attempted to sell six pieces of land situated in Pontian, Johor, particulars whereof appear hereunder ('the disputed properties') owned by the Family Company to a third party, to wit, an incorporated company known as Pekan Nenas Industries - the Intervener/ Purchaser - for RM4.8 million, but the transfers could not be registered because of an interim injunction restraining the same obtained by the Father who sought to impugn, inter alia, the validity of the transfers.

[4] The Intervener/Purchaser, had intervened in the contest between the opposing factions, its primary submission being that it was entitled to rely on the Rule in Royal British Bank v. Turquand [1856] 119 ER 474, which protects outsiders dealing with a company who do not need to enquire into the regularity of the internal affairs and proceedings of the company and may presume that all is being done regularly. The Intervener/Purchaser's alternative submission was, that if contrary to its primary submission, it was proved that at the material time, it had knowledge of the family dispute, knowledge alone of an adverse unregistered interest does not make the purchase and the registration impugnable under the Torrens system of land registration. (See, Waimiha Sawmilling Company Ltd v. Waione Timber Company Ltd [1926] AC 101).

The Judgment Of The High Court

[5] In the High Court at Johor Bahru, the Father and his faction succeeded both against the Mother and her faction as well as against the Intervener/Purchaser when they obtained, inter alia, declarations nullifying a meeting of the Family Company's board held on 17 April 1990, in Singapore, and attended only by the Mother and the Eldest Son Peter, both directors, the former being also the Secretary, on the ground of non-notice and non-receipt of the agenda, the effect of which, it was said, was to nullify all resolutions and decisions made thereat and consequent thereto, including (i) the purported approval o