JUDGMENT

Abdoolcader J:

1. Preliminary: The issue involved.

The respondent instituted an action in this matter against the first defendant and the appellant, jointly, severally and in the alternative both as to the form and nature of the remedy claimed and the entity sought to be made liable, for such a congeries of unconfined and vagrant relief in the spectral range of money to shares as to make one wonder whether the respondent really knows what he is in fact seeking and from or against whom apart from engaging in an attempt to obtain some sort of redress against one or the other or both of them on the basis of no matter what, no matter who, and even the respondent's claim to entitlement through the first defendant to shares in the appellant is advanced as being 1,200,000 or 1,199,999 shares, whichever it may be. In this respect the writ and statement of claim lay bare a field which luxuriates in riotous uncertainty. Whatever it is, the primary question however that has to be determined in this appeal is whether the respondent has a reasonable or indeed any cause of action against the appellant.

2. Background and facts.

Briefly (as one can hope to be on the facts and circumstances of this case), the background to this matter, culled from the statement of claim, is that the appellant was formed as a company in or about August 1973 with the respondent and a Tan Kung Gyen as its only members and first directors, primarily with the immediate object of acquiring two lots of land in Perak, and at about the same time the respondent and a Hiew Pau who were then the only directors and shareholders in the first defendant agreed and the first defendant's board of directors resolved that the first defendant should take up 300f the shares in the appellant at the par value of $1 each to put the latter in funds for the purchase of the Perak land and that for this purpose the first defendant should borrow initially a sum of $220,000 each and also a further sum of $30,000 each from the respondent and Hiew Pau who accordingly lent these sums to the first defendant in August 1973. The first defendant then paid $640,000, being the two sums of $220,000 each lent to it by the respondent and Hiew Pau and part of an overdraft from a bank, to the appellant which in turn paid this sum which together with other moneys received from other incoming shareholders amounted to $1,309,093.75 as part payment for the Perak land.

Then again in or about February 1974 the respondent and Hiew Pau agreed and the first defendant's board of directors resolved that the first defendant should borrow a sum of $980,000 each from the respondent and Hiew Pau who would so lend, and the respondent accordingly paid to the first defendant a sum of $980,000 in February 1974 but Hiew Pau paid only a part of that amount which he had agreed to lend. The first defendant then gave a sum of $1,760,000, made up of the $980,000 lent by the respondent and the amount received from Hiew Pau together with part of a bank overdraft, to the appellant which in turn paid this sum together with other moneys received from other incoming shareholders and part of an overdraft from a bank for the balance of the purchase price for the Perak land, the total purchase price therefor being in the region of $12,000,000 according to the appellant's balance sheets.

In or about April or May 1974 the respondent and Hiew Pau agreed and the first defendant's board of directors resolved that out of the 2,400,000 shares in the appellant paid for by and to be allotted and issued to the first defendant in respect of the payment of the sums of $640,000 and $1,760,000 made by the latter to the former, 800,000 shares each should be transferred to the respondent's nominee and Hiew Pau respectively. Then by a deed of arrangement entered into by the respondent and Hiew Pau on 22 January 1975 it was agreed between them that out of the balance 800,000 shares in the appellant which the first defendant was entitled to,