Peh Swee Chin SCJ:

The appellant/defendant has been at all material times and still is the registered owner of some valuable land at Batu Ferringhi, Penang, (the appellant is hereinafter called the landowner of the land, the said land). The plaintiff/company has been at all material times, a company registered under the Companies Act (hereinafter called the prospective transferee).

The prospective transferee filed the originating summons herein, on the face of it, for the construction of a trust deed dated 26 April 1985 and for a subsequent order to transfer the said land to the prospective transferee in pursuance thereof. The trust deed is set out below:

This Declaration of Trust is made on 26th day of April 1985 by Lim Kar Bee (Nric No. 1341996) of No. 515-M, Jalan Hashim, Tanjong Bungah, Penang (hereinafter called "the Trustee").

WHEREAS by an Agreement of Sale dated 1st April 1985 made between the Trustee as vendor of the one part and Duofortis Properties Sdn. Bhd., a company incorporated in Malaysia and having its registered office at Suite 302-A, Penang Plaza, Burma Road, Penang, as purchaser of the other part, the Vendor sold and the Purchaser purchased all those fo