In this action, the Plaintiff, an Indonesian national, is seeking a declaration that the First Defendant is holding 92,000 shares ("the said Shares") of $ 1 nominal value each in the Second Defendant Company ("the Company") upon trust for him and for an order that these shares be re-transferred to him. The Company has a paid-up capital of 200,000 shares. If the Plaintiff succeeds he will altogether own 190,000 shares in the Company and will obviously be its controller. It was asserted in the Statement of Claim that in early 1980 the said Shares were transferred by the Plaintiff to the First Defendant as his nominee, the First Defendant having paid nothing for them and having executed a blank transfer form.

The gist of the Defence was that the First Defendant had bought the said Shares from the Plaintiff, having paid for them in cash, by three instalments which he handed over to the Plaintiff.

Although the matter was not pleaded, at the resumed hearing of the case, the First Defendant through his Counsel began to cross-examine the Plaintiff on the basis that the whole transaction involving the transfer of the said Shares to the First Defendant was a deception practised by the Plaintiff on the public administration of Singapore. Accordingly, the First Defendant urged this Court not to lend its aid to the Plaintiff and to allow the said Shares to remain in his ownership.

To begin with, I should at once say that l reject the First Defendants evidence that there was a sale of the said shares to him. The alleged payments of the consideration by instalments in cash were an untruth from first to last. The Company was then owning some office units and shares in quoted companies in Singapore. The alleged sale price bore no relationship to the net value of the said Shares at all. The First Defendant, who had all along assisted the Plaintiff in the affairs of the Company in Singapore, was a sort of personal assistant to the Plaintiff attending to all his needs in Singapore. I find that he simply could not afford to pay for the said Shares.

I turn now to the circumstances surrounding the transfer of the said Shares to the First Defendant. The Plaintiff had excellent business relationship with Pertamina, the Indonesian State corporation. Pertamina wanted to charter a tug from his company in Indonesia on terms which were very attractive. The Plaintiff went to Tokyo, Japan and on February 15, 1980 he bought a twin-screw tug boat of 3,000 BHP known as "Hansan Maru" for 60 million Japanese Yen. On the following day, he telephoned the First Defendant and told him of the purchase and asked him to put in process the registration of the tug under the Singapore flag in the name of the Company. The idea was for the Company to charter the tug to the Plaintiffs Indonesian company. When the Plaintiff visited Singapore in early February 1980 on his way back to Jakarta, he discussed the registration of the tug with the First Defendant.

When the Plaintiff was in Jakarta, he received a telex from the First Defendant to the effect that registration of the tug under the Singapore flag was possible only if the Company was owned in the majority by Singapore citizens. At that time, the First Defendant owned only 10,000 shares in the Company. So, the Plaintiff phoned the First Defendant. After some discussion, he instructed the First Defendant to transfer the said shares to himself to hold them upon trust for the Plaintiff. The Plaintiff said that he wanted to borrow on the tug after registration. After repayment of the loan, it was his intention to have the said Shares re-transferred to himself. He told the First Defendant to prepare all the necessary papers which were later signed. The tug was registered under the Singapore flag on the basis that the First Defendant, a Singapore citizen, owned at least more than half of the shares in the Company. The loan was raised on a mortgage of the tug. It was chartered to an Indonesian c