Gill J:

This is a suit for a declaration that the Kwang Hwa High School, Klang is entitled to 30 acres (or an undivided 4,800/9,985 shares) of the second defendants' land held under Certificate of Title No. 25889 for Lot 3476 in the Mukim of Bukit Raja, District of Klang, Selangor, for an order that the second defendants do transfer to the first three plaintiffs as trustees of the said school the said undivided share in the said land or any other order which this Court may think fit and equitable to grant, and for damages against the defendants.

The action was commenced by the first three plaintiffs as the alleged trustees and principal officers of and on behalf of the Kwang Hwa High School, Klang. The Attorney General subsequently gave his consent in writing, under the provisions of s. 9 of the Government Proceedings Ordinance, 1956 relating to charitable trusts, for the institution of these proceedings and for him to be joined as the fourth plaintiff.

The facts of the case are as follows. In the year 1954 approximately 75 residents of Klang constituted themselves into a committee known as the Kwang Hwa High School Building Committee, with the first defendant as chairman, for the purpose of collecting funds to build a new Chinese school in Klang. They made an appeal for support from the public by issuing a circular letter and a manifesto stressing the need to establish a comprehensive senior and junior middle school by amalgamating the then existing schools in Klang. It was made known to the Public that the committee was looking for land for the new school and was even prepared to buy land.

The first defendant offered to sell the land which is the subject matter of the suit. After this offer of sale by the first defendant, one Ng Chee Gian came forward with an offer to donate 30 acres of land at Padang Jawa for the proposed school. The offer by Ng Chee Gian was discussed at the fourth and fifth general meetings of the building committee, but it was not accepted as the land offered was considered unsuitable for the school.

The first defendant then made a further offer, this time to donate the land which he had previously offered to sell. The offer was accepted by the committee and a dinner was held at a Chinese restaurant in Klang in honour of the generosity of the first defendant. Several persons spoke at the dinner thanking the first defendant for the gift. The first defendant made a speech in reply and said that he had obtained the consent of the shareholders to donate the land to the school. He confirmed his offer by letter which was read out at a meeting of the building committee. The letter, however, has not been produced, as it is alleged to have been mislaid.

At the time of his offer the first defendant was not the registered owner of the land in question, but he, on behalf of a partnership known as Eng Ann Construction Company in which perhaps he held the largest shares, had already entered into a binding contract to purchase a piece of land to be developed into a housing estate and had paid a deposit in respect thereof. It was out of that piece of land that approximately 30 acres of land was to be made available for the proposed school.

It would seem clear that the intention all along was to form a company for the purpose of purchasing the land in question. The company so incorporated was the second defendant company which is the present registered proprietor of the land. The first defendant became a permanent managing director of the second defendant company, but the company as such at no time made any promise to donate any part of its land to the school.

The building committee collected approximately $180,000 from the public for the building fund. Plans were put up for the building of the school. The first defendant all along acted in a dual capacity, namely, as the chairman of the building committee as well as the managing director of the second defendant company. He signed the building plans which