Lord Morris of Borth-Y-Gest:

This is an appeal from the judgment of the Court of Appeal of the State of Singapore (Rose CJ Buttrose and Chua JJ) dated 28 June 1962 by which the appeal of the respondent from the judgment of Ambrose J in the High Court of the State of Singapore was allowed. The respondent, as plaintiff, by an action commenced on 21 July 1959 claimed the sum of $20,000 from the appellant. After a trial which lasted for many days, Ambrose J by order dated 3 November 1961 dismissed the claim. In allowing the appeal the Court of Appeal ordered that judgment be entered for the respondent for $20,000 with costs in that Court and below. Their Lordships will refer to the respondent as the plaintiff and to the appellant as the defendant.

The plaintiff's statement of claim which was indorsed on the writ of summons claimed " the return of the sum of $20,000 paid on 20 April 1959 for five shares of the defendant's holdings in the firm of Sena & Goh, share and stock brokers, of No. 22 Market Street, Singapore, which said sum at the request of the defendant was paid to the firm of Sena & Goh". The basis of the claim was firstly that the sum had been paid as the result of untrue representations made by the defendant and secondly that payment had been made subject to certain conditions which had not been satisfied.

In 1955 the defendant and Goh Teik Teong (Goh) became partners as stock and share brokers. They carried on business under the style of Sena & Goh at 22 Market Street, Singapore. They executed a partnership deed on 18 October 1955. The capital of the firm consisted of $100,000 of which $51,000 was contributed by the defendant and $49,000 by Goh. From October 1955 the plaintiff worked for the firm in the capacity of a remiser. She did not have access to the books of the firm. They were only available to the partners.

In March 1959 Goh transferred $14,000 of his share in the capital of the firm to each of his two infant children with the intention that each of them should become a partner in the firm. To achieve this arrangement the defendant and Goh executed a deed on 26 March 1959. It was supplemental to the deed above-mentioned. On 3 April 1959 the defendant and Goh and one Tan Eng Liak (Tan) executed a deed (which was stated to be supplemental to the two deeds mentioned above) under which Tan became a partner in the firm by purchasing $10,000 of Goh's remaining share ($21,000) in the capital of the firm. Tan paid Goh $40,000.

The plaintiff alleged that on 13 April 1959 she was approached by the defendant who asked her to buy some of his shares in the firm so that she could have a better interest in the firm: the plaintiff alleged that the defendant said that the business was a very good one and that it was a gold mine: that the business was a flourishing one and that she ought not to miss a golden opportunity: he pressed her to purchase ten of his shares (i.e. $10,000 out of his $51,000) for $40,000. The conversation on 13th April took place at the house of and in the present of Dr. Sybil Kiani. The plaintiff and the defendant and Dr. Kiani all gave evidence as to the details of the conversations. The defendant's account of the events differed vitally from that of the plaintiff. On 17 April there was a further interview. That took place at the defendant's house. There were present the plaintiff, the defendant, Dr. Kiani, and Mr. Sivam who was introduced by the defendant as his accountant. All four gave evidence at the trial as to the details of the conversations. There was considerable conflict. The plaintiff's evidence was that in the result she agreed to take five of the defendant's shares for $20,000 and that she was told by the defendant to pay that sum into the account of the firm with the Chartered Bank on 20 April. She in fact did so.

Their Lordships do not find it necessary to record in detail the conflicts in the evidence given by the respective witnesses nor to refer to the conditions and sti