The Trust Deed remains valid and enforceable despite company regulations that do not recognize trust interests, and it does not contravene public policy.

GROUND FOR JUDGMENT

[1] By Originating Summons dated 15 December 2005 the Appellant sought inter alia a declaration that the 1^st Respondent is holding 20 shares in the 2^nd Respondent company on trust for the Appellant pursuant to a Trust Deed dated 25 November 2002.

[2] On 12 December 2006 the High Court dismissed the Appellant's Originating Summons with costs. Being dissatisfied with the said decision the Appellant then appealed to this Court against the decision vide Notice of Appeal dated 10 January 2007.

[3] On 29 July 2009, we allowed the Appellant's appeal. We now give the grounds for our decision.

[4] The relevant facts are as follows. The 1^st Respondent, together with the Appellant and one Lim Aik Chin are all the shareholders and directors of the 2^nd Respondent company. Their respective shareholdings in the 2^nd Respondent company as on 30 November 2004 are as follows:-

[5] The 1^st Respondent became a shareholder of the 2^nd Respondent company in early April 2001.

[6] The 2^nd Respondent company secured a 30- year lease from Perbadanan Kemajuan Negeri Selangor ("PKNS") of a piece of land known as Plot L, Jalan Aerobic, Seksyen 13, Shah Alam, Selangor ("the Land") for the use as site for a petrol kiosk.

[7] In consideration of a rental of RM6,250,000.00 the 2^nd Respondent company sub-leased the whole of the 30-year lease to ESSO for it to build and operate upon the Land a petrol kiosk in August 2001.

[8] By a Trust Deed dated 25 November 2002 it was stated that the 1^st Respondent would hold 20 shares ("the Trust Shares") out of the 31 shares in the 2^nd Respondent company on trust for the Appellant.

[9] By clause 1 of the Trust Deed the 1^st Respondent agreed, among others, to transfer, pay and deal with the Trust Shares and the dividends and interests payable thereon in such manner the Appellant shall from time to time direct.

[10] By clause 2 of the Trust Deed, the 1^st Respondent agreed to transfer or cause to be transferred to the Appellant all the Trust Shares at the Appellant's verbal or written request.

[11] The Appellant had, through his solicitor's letter dated 25 November 2005, demanded that the 1^st Respondent execute the transfer form in respect of the Trust Shares in favour of the Appellant pursuant to clauses 1 and 2 of the Trust Deed. The 1^st Respondent failed to comply with the Appellant's demand.

[12] In dismissing the Appellant's application the learned Judicial Commissioner held that the Trust Deed was unenforceable because it contravened article 6 of the 2^nd Respondent company's Articles of Association which provides that:-

"No person shall be recognized by the Company as holding any shares upon any trust, and the Company shall not be bound by or required in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other rights in respect of any share other than an absolute right to the entity thereof in the registered holder except only as by these Articles otherwise provided for or as by Act required or pursuant to any order of Court."

[13] As such, one of the issues for determination before us was whether the Trust Deed is still valid and enforceable in view of article 6 of the 2^nd Respondent company's Articles of Association.

[14] It was the contention of the Appellant that that article 6 does not in any way affect or invalidate the Trust Deed between the Appellant and the 1^st Respondent. It merely relieves the 2^nd Respondent company from being obliged to recognize the Appellant's equitable interest in the Trust Shares. In support of that learned counsel for the Appellant