JUDGMENT

Ambrose J:

The question raised by this appeal is whether the defendant company's appointment of itself as a director of the plaintiff company in exercise of the power purporting to be given to it by the plaintiff's articles of association is invalid.

The facts are not in dispute and are as follows. On 31 December 1925 the owners of part of the property known as Raffles Hotel, Singapore, leased it to A Sarkies and MS Arathoon for a term of 70 years. The lease provides as follows:

And the lessees hereby covenant with the lessors as follows, that is to say:

14 Not without the previous licence in writing of the lessors to assign or sublet the said premises or any part thereof such licence not to be unreasonably withheld provided nevertheless that (a) if the assignee or sublessee be a limited company no consent shall be given unless the articles contain a provision that from time to time during the continuance of this demise the lessors shall have power to appoint a director not subject to retirement by rotation, but any director so appointed shall not be a person interested in or connected with any business of a similar nature to the lessees (b) in the case of a sub-lease n