Re Fraser & Neave Ltd

• Judge: Chua F A J
• Judgment Date: 04 September 1967
• Neutral Citation: [1967] SGFC 20
• Citation: [1967] SGFC 20
• Defendant Counsel: ASK Wee (ASK Wee),M Karthigesu (Allen & Gledhill)
• Published date: 19 September 2003
• Plaintiff Counsel: GS Hill (Rodyk & Davidson)
• Date: 04 September 1967
• Docket Number: Civil Appeal No Y29 of 1967
• Court: Federal Court (Singapore)
• Subject Matter: Shares,Requirements for valid gift,Companies,Whether donor did everything necessary to transfer property,Gifts,Transfer,Refusal of directors to register transfer- Whether transfer complied with provisions in companyÂ’s articles of association

This is an appeal from a judgement of Winslow J on an application made by way of originating motion under s 101 of the Companies Ordinance (Cap 174).

The relevant facts may be briefly stated as follows. In or about 1958 the appellant (the husband), who was then the registered holder of $5,000 ordinary stock in Fraser & Neave Ltd, the second respondents (the company), handed the certificate relating to the stock to his wife, the first respondent (the wife), together with a transfer from signed by him. The transfer from used by the husband was the usual or common form of share transfer used in Singapore. At the time he handed it to the wife, it contained the wife`s name as transferee and specified the amount of the stock, the number of the scrip and the name of the company. The signature of the husband was not attested by anyone although the form provided for attestation by a witness. The form was undated and the consideration was not stated.

In January 1964 the wife affixed her signature which was duly attested to the transfer and after causing the transfer to be dated and stamped sent it together with the certificate to the company for registration. The company refused to register the transfer because the signature of the husband had not been attested.

As the relationship between the husband and wife was by then somewhat strained, the wife made no attempt to remedy this omission. Instead, she applied by way of originating motion to the High Court for an order to rectify the register of members of the company by removing the name of the husband therefrom and inserting therein her name in substitution as the holder of the $5,000 ordinary stock on the ground that she was the rightful owner thereof. The notice of motion was addressed to the company and the husband and was duly served on both of them.

Another application by way of originating motion in respect of $10,000 ordinary stock in Robinson & Co Ltd was made by the wife on similar grounds and both motions were heard by Winslow J.

The learned judge refused the application in respect of the stock in Robinson & Co Ltd on the ground that the articles of association of that company contain a mandatory requirement that the instrument of transfer shall be in writing in the usual common form and that as the usual common form required attestation of the signature of the transferor by a witness, the lack of attestation of the transferor`s signature in the transfer form was a material defect. The learned judge took the view, in the case of the stock Robinson & Co Ltd, that attestation of the husband`s signature by a witness was an essential matter with which there must be strict compliance.

However, the learned judge held that...