James Foong FCJ:

Introduction

(1) This appeal involves limitation period to bring an action. For ease of reading, we shall refer to the parties as they were in the court of first instance. And to appreciate the questions posed to us, we shall begin with the facts.

Facts

(2) The plaintiffs were shareholders in a private limited company known as Steel Furniture Centre (Sabah) Sdn Bhd (the company). The name of the company was subsequently changed to Multi Industries (Sabah) Sdn Bhd.

(3) On 9 February 1983, the plaintiffs, the company and the 1st defendant entered into a loan agreement ("loan agreement") where the 1st defendant agreed to lend the company a sum of RM3 million free from all interest for a period of five years ("loan period"). This period ended on 31 December 1987. In consideration for this loan, the plaintiffs transferred their shareholdings ("plaintiffs shares") in the company, as well as the management of the company, to the 1st defendant, its nominee or nominees. The 2nd, 3rd and 4th defendants were nominees of the 1st defendant. This loan to the company was intended to repay Sabah Bank Bhd ("the bank"), which had granted financial facilities to the company