This is an appeal against the decision of the Senior Assistant Registrar granting leave to the plaintiffs to sign final judgment under Order 14.

The salient facts are as follows. Tuahbina Sdn. Bhd. (hereafter referred to as the Company) has been lent monies by the plaintiff bank (hereafter referred to as the Bank). The loan was secured by various charges executed by the Company in favour of the Bank and by a debenture. One of the conditions for the granting of loan facility to the Company by the Bank was that all the Directors of the Company were to sign a joint and several guarantee.

On July 7, 1980, the Bank's letter of guarantee was signed by all the three defendants and one Abdul Malik @ Hussein bin Abdullah. The guarantee was on the Bank's standard printed form and, if I may say so, with respect, had been so drafted as to plug every conceivable loop-hole in the law relating to such matters, which could be taken advantage of by would-be sureties. This letter of guarantee was conditioned to stand good for the recovery of a principal debt not exceeding $2,527,500.00 excluding any interest accruing due on the principal amount lent. In the Bank's letter November 28, 1979, in addition to the four persons already named, there was one other person named who was also to sign the letter of guarantee. This person was one Lai Ah Pin. But before the letter of guarantee was executed, the Secretary of the Company is said to have certified that only the four persons who actually signed the letter of guarantee were directors and the Bank accordingly did not insist that Lai Ah Pin should also sign the guarantee.

In May 1982 the defendants entered into an agreement to sell off all their shares in the Company to some third parties and by June 1982 the Agreement was implemented. All the defendants resigned their directorships upon the transfer of their shareholdings to the third parties. The Bank was aware of this transaction and on December 31, 1982 the Bank obtained a further guarantee from the new directors of the Company to cover the existing indebtedness of the Company to the Bank. On February 26, 1983 the indebtedness of the Company to the Bank amounted to $3,151,554.22. That day a letter of demand was sent by the Bank to the Company.

The Company's response to this was to send a letter to the Bank on March 13, 1983 admitting the debt but requesting two months to make arrangements to satisfy their obligations. But in the event this did not happen. Instead on May 17, 1983 the Company initiated a Civil Suit No. 136 of 1983 against the Bank and Chung Khiaw Finance Ltd. who had also advanced money to the Company on the strength of a second debenture. In this action the Company claimed that the Bank had been guilty of various infractions of their obligations under the relevant documents.

In effect the writ is a claim for damages which the Company is alleged to have sustained from the acts of the Bank in insisting upon repayments in a manner which the Company was unable to fall in line with. There are also complaints that the Bank did not accept other proposals for repayment which had they been accepted would have substantially reduced the indebtedness of the Company.

After issuing notices of demand to the Guarantors on March 9, 1984 the Bank did not obtain satisfaction and on July 31, 1984 the Bank initiated this action against the defendants for recovery of the monies due to them under the letter of guarantee referred to earlier. On September 8, 1984 this Court had made an Order that the Company be wound up.

The defendants after being served with the proceedings entered appearance in this action in October 1984 and on October 31, 1984 the Bank applied for Summary Judgment on the ground that there was no defence to their action. The application was supported by the affidavit of the Bank's Manager which exhibited the letter of guarantee signed by the defendants on July 7, 1980 (hereafter referred to as the said guarantee).

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