IN THE COURT OF APPEAL MALAYSIA (APPELLATE JURISDICTION)
CIVIL APPEAL NO. P-02(NCVC)(W)-476-03/2015
CHEAH SIN CHOON
(suing as the public officer of the
SEH TEK TONG CHEAH KONGSI) … APPELLANT
TAN LYE HOCK
(sued as the public officer of the
HOKKIEN KONGSI) . RESPONDENT
(Dalam Mahkamah Tinggi Malaya Di Pulau Pinang Guaman No: 22NCVC-145-03/2013)
CHEAH SIN CHOON
(suing as the public officer of the
SEH TEK TONG CHEAH KONGSI) … Plaintiff
TAN LYE HOCK
(sued as the public officer of the
HOKKIEN KONGSI) … Defendant
NALLINI PATHMANATHAN, JCA PRASAD SANDOSHAM ABRAHAM, JCA ZABARIAH MOHD YUSOF, JCA
JUDGMENT OF THE COURT
 The Hokkien Kongsi, Penang is a society established by five clans of Hokkien descent, who originated from the same province in South Eastern China. The word ‘kongsi’ relates to the formation of a clan association.
 With the rise in Chinese immigration into the then Malaya during British rule, clan associations such as the Hokkien Kongsi, Penang were formed. The members, having a common background, sought to assist new immigrants to settle into their new environment. The kongsi also sought to promote welfare and religious activities.
 The Hokkien Kongsi, Penang comprises of an association of five clansmen’s kongsi, which in turn are established on the basis of surnames. The five clan surnames of Cheah, Khoo, Lim, Tan and Yeoh each established their own clansmen’s kongsi known respectively as follows:
(i) Hock Haw Kong Cheah Kongsi (‘the Cheah Kongsi’);
(ii) Leong San Tong Khoo Kongsi (‘the Khoo Kongsi’);
(iii) Kew Leong Tong Lim Kongsi (‘the Lim Kongsi’);
(iv) Eng Chuan Tong Tan Kongsi (‘the Tan Kongsi’);
(v) Sit Teik Tong Yeoh Kongsi (‘the Yeoh Kongsi’).
 These five clansmen’s kongsi (‘the clansmen’s kongsi’) are therefore the bodies or entities that form the Hokkien Kongsi, Penang. Each of them is a registered society under the Societies Act 1966, as is the Hokkien Kongsi.
 The Hokkien Kongsi is governed by the Rules of the Hokkien Kongsi, Penang (‘the Rules). The Rules in written form and in the English language, date back to 1935. To that extent, the Rules effectively comprise the constitution of the society.
 This appeal centres on the interpretation to be accorded to Rules 5 and 6, as well as 9 and 15 of the Rules. More specifically, the issue is Rule 5 which is the provision setting out how each of the five clans comprising the Hokkien Kongsi, Penang (‘the Hokkien Kongsi’) choose their representatives to form the Board of Trustees, which has control of the properties and affairs of the Hokkien Kongsi.
Decision of the High Court
 In the court below, the plaintiff suing on behalf of the Cheah Kongsi, was aggrieved that the defendant, sued on behalf of the Hokkien Kongsi, rejected the Cheah Kongsi’s nominee to fill a position as trustee on the Board of Trustees of the Hokkien Kongsi. While the acceptability or otherwise of the Cheah Kongsi nominee had not been resolved, the Hokkien Kongsi sought to, and did, amend its rules. The new amendment targeted Rule 5, thereby enabling the Board of Trustees to reject nominees from the five clansmen’s kongsi.
 The plaintiff sought, inter alia, declarations that:
(i) The refusal to accept Cheah Swee Huat, the nominee of Cheah Kongsi to the Board of Trustees of the Hokkien Kongsi was wrong and in violation of the Rules and against the rules of natural justice;
(ii) The Board of Trustees had misinterpreted the Rules in declining to accept the nominee from the Cheah Kongsi, namely one Cheah Swee Huat, who remains the chairman of the Cheah Kongsi to date;
(iii) The Board of Trustees infringed the Rules and its powers in calling for an extraordinary general meeting to put the nomination of the said Cheah Swee Huat to a vote;
(iv) There was a failure to fill up the vacancy of the Cheah Kongsi on the Board of Trustees within the four month period as stipulated by Rule 6. This amounted to an infringement of the Rules;
(v) The Hokkien Kongsi acted mala fide in amending Rule 5 which was unambiguous and empowered each clansmen’s kongsi to nominate its representatives to the Board of Trustees of the Hokkien Kongsi.
 As against this it was contended for the Hokkien Kongsi, inter alia, that:
(a) The Rules do not expressly provide that a nominee of the clansmen’s kongsi for the position of trustee on the Board of Trustees shall be accepted, notwithstanding objections;
(b) The Board of Trustees was empowered to put any nomination from the clansmen’s kongsi to a vote.
 After a full trial, the learned judge dismissed the claim by the plaintiff, the Cheah Kongsi against the defendant, the Hokkien Kongsi. In doing so, the learned trial judge found as follows:
(i) There was no significant difference between Rule 5 in its original form and in the amended form, effected by the Board of Trustees after the rejection of the Cheah Kongsi’s candidate. Accordingly it could not be said that the amendment was made with a view to taking away the right of each clansmen’s kongsi to select and nominate its own trustees. Notwithstanding this, the relevant Rule to be applied in the instant case was the pre-amended version of Rule 5;
(ii) Rule 5 and 6 are only “descriptive” provisions as to who is given the control of the properties of the Hokkien Kongsi, namely the Board of Trustees, and the duration within which a vacancy in the body of the trustees is to be filled up;
(iii) There is nothing in the Rules that regulates the procedure with regard to the acceptance or rejection of the nominees
of each clansmen’s kongsi to the Board of Trustees. Neither Rules 5 nor 6 expressly provide that such nominees are to be accepted and cannot be excluded by the Board of Trustees. Hence the maxim of “exclusion unius est exclusion alterius” is inapplicable;
(iv) The silence or absence of such an express provision empowering the Board of Trustees to accept or reject a nominee warrants the construction that it was deliberately intended to be such. However Rules 9 and 15 suggest otherwise. Rule 9 allows the Board of Trustee to determine “questions arising out of any matter” to be determined by a majority of votes. Rule 15 stipulates that all matters not provided for in these rules is to be decided by a majority of trustees in meeting and confirmed by a subsequent meeting. Hence the Board was entitled to amend Rule 5;
(v) The conduct of Cheah Swee Huat, the nominated representative of the Cheah Kongsi was not relevant for the purposes of adjudicating on this matter. It was therefore not taken into consideration in arriving at a decision.
 Having so determined, the appellant’s claim was dismissed with costs. An appeal was then filed.
 We heard and allowed the appeal. We set out below our reasons for doing so.
Salient Background Facts
 The following diagram sets out the structure of the Hokkien Kongsi, comprising 5 clansmen’s kongsi, including the Cheah Kongsi.
STRUCTURE OF HOKKIEN KONGSI PENANG
 As stated earlier, each of these 5 clansmen’s kongsi are entitled under Rule 5 (both amended and unamended versions) to nominate or select independently, four members of their kongsi onto the Board of Trustees to manage the properties and affairs of the Hokkien Kongsi.
 It is pertinent as is evident from the diagram above, that the Hokkien Kongsi has no individual members.
 The appellant filed this suit as a consequence of the following events:
(a) On 15 May 2011, one Cheah Cheng Ean resigned as a trustee of the Cheah Kongsi.
(b) In or around 10 June 2011, the Cheah Kongsi nominated one Cheah Swee Huat to replace Cheah Cheng Ean as the chairman of the Cheah Kongsi. As such, Cheah Swee Huat was the nominated representative of the Cheah Kongsi on the Board of Trustees of the Hokkien Kongsi.
(c) Upon receipt of the letter regarding the above nomination, several questions and objections were raised to the secretary of the Hokkien Kongsi in relation to the nomination of Cheah Swee Huat.
(d) The Hokkien Kongsi then decided to put the nomination of the Cheah Kongsi to a vote. This decision was made on the basis that the Rules are silent on the issue of whether to
accept or reject the nomination of a trustee of the clansmen’s kongsi.
(e) Accordingly on 26 August 2011 an extraordinary general meeting of the Hokkien Kongsi was convened to discuss and consider the nomination of Cheah Swee Huat as a trustee.
(f) At that meeting a ballot was conducted on the nomination and it was determined by a majority of the trustees that his nomination should be rejected. As such, the chairman of the Board of Trustees declared that the Board was unable to accept Cheah Swee Huat’s nomination.
(g) By a letter dated 2 September 2011 the Cheah Kongsi was advised of the rejection and requested to put in another nomination for its representation on the Board of Trustees. On the same date, the Hokkien Kongsi issued a notice of meeting for 9 September 2011, to consider proposed amendments to the Rules which date back to 1835.
(h) On 9 September 2011, prior to any response from the Cheah Kongsi in relation to the rejection, the Hokkien Kongsi amended the Rules, by removing the proviso to Rule 5, which specifically empowered each clansmen’s kongsi to nominate its representative to the Board of Trustees. The pre- and post-amendment versions of Rule 5 are set out in the table below:-
All the properties of the Kongsi shall be All the properties of the
under the control of the following five Kongsi shall be under the
bodies (which are hereinafter referred control of Hokkien Kongsi,
to as the Clansmen’s Kongsi). Penang, which consists of 4 members from each of the
i. Hock Haw Kong Cheah Kongsi; following 5 Clansmen’s
ii. Leong San Tong Khoo Kongsi; iii. Kew Leong Tong Lim Kongsi; Kongsis:-
iv. Eng Chuan Tong Tan Kongsi; and i. Sek Tek Tong Cheah
v. Sit Teik Tong Yeoh Kongsi. Kongsi; ii. Leong San Tong Khoo
Each of the abovenamed five Kongsi;
Clansmen’s Kongsis shall nominate iii. Kew Leong Tong Lim
four members of their own trustees, Kongsi;
forming into a body of 20 trustees of the iv. Eng Chuan Tong Tan
Kongsi for the management and control Kongsi; and
of the affairs and properties of the v. Sit Teik Tong Yeoh
Hokkien Kongsi, Penang. Kongsi.
It is significant that the original Rule 5 specified that each of the five clansmen’s kongsi “…shall nominate four members…” as trustees to form a total of twenty trustees of the Hokkien Kongsi. However the amended Rule 5 states only that the Hokkien Kongsi shall “.consist of four members from each of the following five clansmen’s kongsi.”.
The amendment effectively removes the requirement that each of the clansmen’s kongsi shall nominate the trustees.
(i) On 29 September 2011 the Cheah Kongsi wrote a letter requesting the Hokkien Kongsi to reconsider its decision rejecting Cheah Swee Huat. The Cheah Kongsi maintained that such a rejection was contrary to the Rules.
(j) The request by the Cheah Kongsi vide their letter of 29 September 2011, was discussed and considered by the Board of Trustees at its meeting on 8 January 2012. Once again voting by ballot was carried out and the rejection of Cheah Swee Huat upheld by a majority of the Board of Trustees. On 12 January 2012, the Cheah Kongsi was advised of the result and sought to put in a new nomination.
(k) On 2 March 2012 the Cheah Kongsi once again nominated Cheah Swee Huat to fill in the vacancy on the Board of Trustees.
(l) In view of the impasse, the Hokkien Kongsi requested the Cheah Kongsi to communicate with its solicitors who maintained that Cheah Swee Huat was rejected as a nominee, and that a new nominee was sought on behalf of the Cheah Kongsi.
(m) As a consequence the civil suit by the appellant was filed on 28 March 2013. In its defence the Hokkien Kongsi maintained that there were objections raised in relation to the nomination of Cheah Swee Huat, which included questions as to his conduct as chairman of the Cheah Kongsi. It further maintained that the trustees were entitled
to reject a nomination of the clansmen’s kongsi. The appellant’s claim was dismissed on 18 February 2015.
 As stated at the outset, the primary issue before us was the construction to be accorded to Rule 5 in the context of the entirety of the Rules. This involved a consideration of, inter alia, Rules 6, 9 and 15.
 (It will be recalled that the learned trial judge concluded that the relevant version of Rule 5 was the original version. There has been no cross-appeal against that finding. Where reference is made to Rule 5 after this, it is to the original version, unless expressly stipulated to be the amended version).
Principles applicable to the interpretation of Rule 5 of the Rules
 In the course of construing the Rules, we bore in mind that we were effectively construing a written contract binding the five clansmen’s kongsis, (comprising a society) which had been encapsulated in their Rules. The five clansmen’s kongsis are effectively the members of the Hokkien Kongsi, representing the interests of their individual clansmen’s kongsis. The general rules relating to the interpretation of written instruments are therefore applicable.
 With regard to the construction of a written instrument, useful principles may be gleaned from the Federal Court case of SPM
Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor  1 MLJ 464 which relied upon the principles of construction stated by Lord Hoffman in West Bromwich v Investors Compensation Fund  1 WLR 896:-
“27…..The principles may be summarised as follows:
(1) Interpretation is the ascertainment of the meaning which the document would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract.
(2) The background was famously referred to by Lord Wilberforce as the ‘matrix of fact’, but this phrase is, if anything, an understated description of what the background may include. Subject to the requirement that it should have been reasonably available to the parties and to the exception to be mentioned next, it includes absolutely anything which would have affected the way in which the language of the document would have been understood by a reasonable man.
(3) The law excludes from the admissible background the previous negotiations of the parties and their declarations of subjective intent. They are admissible only in an action for rectification. The law makes this distinction for reasons of practical policy and, in this respect only, legal interpretation differs from the way we would interpret utterances in ordinary life. The boundaries of this exception are in some respects unclear. But this is not the occasion on which to explore them.
(4) The meaning which a document (or any other utterance) would convey to a reasonable man is not the same thing as the meaning of its words. The meaning of words is a matter of dictionaries and grammars; the meaning of the document is what the parties using those words against the relevant background may not merely enable the reasonable
man to choose between the possible meanings of words which are ambiguous but even (as occasionally happens in ordinary life) to conclude that the parties must, for whatever reason, have used the wrong words or syntax: see Mannai Investments Co Ltd v. Eagle Star Life Assurance Co Ltd  1 WLR 1 508.
(5) The ‘rule’ that words should be given their ‘natural and ordinary meaning’ reflects the common sense proposition that we do not easily accept that people have made linguistic mistakes, particularly in formal documents. On the other hand, if one would nevertheless conclude from the background that something must have gone wrong with the language, the law does not require judges to attribute to the parties an intention which they plainly could not have had. Lord Diplock made this point more vigorously when he said in Antaios Compania Naviera SA v. Salen Rederierna AB  AC 191,201:
If detailed semantic and syntactical analysis of words in a commercial contract is going to lead to conclusion that flouts business common sense, it must be made to yield to business common sense.” ….”
Intention of the Rules
 Central to the construction of Rule 5 is the necessity to ascertain the intention of the clansmen’s kongsi at the time when the Rules were drafted. In order to do this, several indicia ought to be considered, inter alia:
(i) What does a plain reading of the provision (in the context of the entirety of the Rules) reveal to be the meaning?
(ii) Is the provision ambiguous?
 In order to determine whether a provision is ambiguous, some matters that fall for consideration include the following:
(i) The Rules (or the written instrument) is to be read as a whole and not in a vacuum;
(ii) Is the provision or Rule reasonably capable of more than one meaning or interpretation when read by an objective reader?1 The ‘objective reader’ in the instant case would mean a reader who is cognizant with the traditions, customs and practices of such kongsi;
(iii) The Rule in issue should be construed in the light of matters and circumstances when it was made in 1835;
(iv) The construction to be afforded to the provision should not be meaningless or superfluous;
(v) The interpretation ought to be in harmony with the rest of the Rules;
(vi) The relevant cannons of construction ought to be applied. This may well include the rule of ejusdem generis (of the same kind or nature) and expresio unius est exclusia alterus (to express or include one thing implies the exclusion of the other);
1 See for example, Lord Hoffman in West Bromwich v Investors Compensation Fund  1 WLR 896 as applied locally by the Federal Court in SPM Membrane Switch Sdn Bhd v Kerajaan Negeri Selangor  1 MLJ 464
(vii) It should be comprehended that a Rule (or provision) is not ambiguous simply by reason of the fact that the litigating parties disagree on the interpretation to be afforded to it.
 If it is concluded that the Rule or provision in issue is not ambiguous, then the text of the Rule or a plain reading of the rule must prevail. This means that the court is bound to determine the intention of the parties from the text only and a plain reading of the same. Oral evidence from the parties, tendering their opinion as to what the clause means, is neither relevant nor admissible. The meaning of the Rule or provision is then determined as a question of law.
 We find support for such proposition from, inter alia, Chiang Hong Pte Ltd v Lim Poh Neo t/a Tai San Plastic Factory 
1 MLJ 338 where Chua J in the Court of Appeal cited an excerpt from the English case of Shore v Wilson 8 ER 450 at 532:
The general rule I take to be that where the words of any written Instrument are free from ambiguity in themselves, and where external circumstances do not create any doubt or difficulty as to the proper application of those words to claimants under the instrument, or the subject-matter to which the instrument relates, such instrument is always to be construed according to the strict, plain common meaning of the words themselves; and that in such case evidence dehors the instrument, for the purpose of explaining it according to the surmised or alleged intention of the parties to the instrument is utterly inadmissible”.
 Where however it is concluded that a provision is ambiguous, then the intention of the parties is put in issue as a matter of fact, and the court is bound to determine that intention by a consideration, inter alia, of the surrounding circumstances. In the instant case this would relate to the context within which the Rules were promulgated, as well as the attendant circumstances giving rise to the current dispute.
Interpretation of Rule 5
 First we consider the text of Rule 5 to ascertain what a plain meaning of the same discloses as being the intent.
 Rule 5 first sets out the five entities or societies that control the properties of the Hokkien Kongsi, namely the five clansmen’s kongsi. It goes on to provide that:
“Each of the …five Clansmen’s Kongsis shall nominate four members of their own trustees, forming into a body of 20 trustees of the Kongsi for the management and control of the affairs and properties of the Hokkien Kongsi, Penang.”
 This means that the Cheah, Khoo, Lim, Tan and Yeoh Kongsis are, and in fact, mandatorily required to nominate or select independently, four members from their own kongsi’s trustees, who will then immediately “form” into the body of the Board of Trustees. In other words, upon selection by each of the five clansmen’s kongsis, the Board of Trustees immediately comes into place. There
is no express provision for the further selection, election, appointment or rejection of these nominees.
 It therefore follows that upon a plain reading of the text it cannot be said that the Board of Trustees enjoys the power to reject the nomination put forward by any one of the five clansmen’s kongsis.
 The next question that arises for consideration is whether Rule 5 can be said to be ambiguous.
 An ambiguity exists where the provision in question is reasonably capable of being construed or interpreted differently. Put another way, can it be said that the highlighted parts of Rule 5 (which are central to the current dispute) are capable of being understood as carrying two or more meanings? In determining this issue, the standard to be applied ought to be that of the reasonable, objective reader. The objective reader in the context of the instant case envisages a reader who is cognizant of the traditions, customs and objectives of kongsi such as the Hokkien Kongsi or the clansmen’s kongsi.
 Rule 5, when read as a whole in the context of the Rules, may be said to be clear and unambiguous. The words in Rule 5 that are especially significant include “..shall nominate ….forming into
…20 trustees….”. In our respectful view, those words cannot
reasonably be said to be susceptible to two or more different
meanings. “Shall nominate” means precisely that, namely that the five clansmen’s kongsis must select independently, a nominee (from their own kongsi’s trustees).
 Upon such nomination the words “forming into” are equally clear, namely that those nominees from the five clansmen’s kongsis will become or “form into” or comprise the body of the Board of Trustees. The phrase “forming into” is similarly not capable or susceptible to several meanings. It further follows from the express words used that the nomination of trustees lies in the hands of the clansmen’s kongsis.
 In Maxwell on the Interpretation of Statutes (12th Edition, 1976, Bombay, N.M. Tripathi Private Ltd), the learned author, P. St. J. Langan, stated as follows:
“Where the language is plain and admits of but one meaning, the task of interpretation can hardly be said to arise…. Where, by the use of clear and unequivocal language capable of only one meaning, anything is enacted by the legislature, it must be enforced…”
 In N S Bindra’s Interpretation of Statutes (10th Edition, 2007, Lexis Nexis Butterworths), the authors MN Rao and Amita Dhanda expanded on the exposition by Maxwell, as follows:
“When the language of a statute is plain and unambiguous, that is to say, admits of but one meaning, there is no occasion for construction. The task of interpretation can hardly be said to arise in such a case. The most common rule of statutory interpretation is the rule that a stature, clear and unambiguous on its face, need not and cannot be interpreted by a
court, and only those statutes which are ambiguous and of doubtful meaning, are subject to the process of statutory interpretation. It is not allowable to interpret what has no need of interpretation. Absoluta sentantia expositore non indigent – plain words need no exposition. Such language best declares, without more, the intention of the lawgiver, and is decisive of it….”
 In relation to this principle of construction, the UK case of The Sussex Peerage Case (1844) 11 Cl & F 85 was quoted by Lord Macnaghten in Vacher & Sons v London Society of Compositors & Ors  AC 107 at pg 246 – 247 as follows:-
“The language of the enactment is precise and unambiguous. No one can doubt what the words mean…. Acts of Parliament are, of course, to be construed “according to the intent of the Parliament which passes them”. That is “the only rule” said Tindal, CJ, delivering the opinion of the judges who advised this House in the Sussex Peerage Case… Nowadays, when it is a rare thing to find a preamble in any public general statute, the field of inquiry is even narrower than it was in former times. In the absence of a preamble there can, I think, be only two cases in which it is permissible to depart from the ordinary and natural sense of the words of an enactment. It must be shown either that the words taken in their natural sense lead to some absurdity, or that there is some other clause in the body of the Act inconsistent with or repugnant to the enactment in question construed in the ordinary sense of the language in which it is expressed. There is nothing absurd in the notion of an association or body
enjoying immunity from actions at law…. The duty of the court, and its
only duty, is to expound the language of the Act in accordance with the settled rules of construction..”
 In the Indian case of Secretary to Government, Punjab v
Jagar Singh 1977 Rev LR 104, AIR 1977 P H 114, the learned judge D.S. Lamba J stated at para 12:-
“It is well settled that in interpreting a statute, it is not competent for a Court to add words to a statute nor to subtract any word from it. The Court must place due meaning upon every word thereof without straining the language in any way. The plain duty of the Court is to gather the intention of the Legislature from the words used in the statute. The Courts can depart from this rule only in rare and exceptional cases where the plain meaning of the words used would lead to absurd conclusions or would be destructive of the very purpose for which the Legislation sought to be interpreted happens to be enacted.”
 In another Indian case, Pakala Narayana Swami v Emperor
AIR 1939 PC 47, (1939) 41 BOMLR 428, the learned judge Atkin J stated at para 9:-
“9…I have been long and deeply impressed with the wisdom of the
rule, now, I believe, universally adopted, at least in the Courts of Law in Westminster Hall, that in construing wills and indeed statutes, and all written instruments, the grammatical and ordinary sense of the words is to be adhered to, unless that would lead to some absurdity, or some repugnance or inconsistency with the rest of the instrument, in which case the grammatical and ordinary sense of the words may be modified, so as to avoid that absurdity and inconsistency, but no farther.”
(1) The other provisions/rules
(2) Surrounding circumstances now and in 1835
 As stated above, Rule 5 ought to be read in the context of the Rules as a whole and such that it is in harmony with the rest of the Rules. Authority for this proposition is to be found in the case of Hotel Anika Sdn Bhd v Majlis Daerah Kluang Utara  4 CLJ 981:
“ To arrive at the true interpretation of a document a clause must not be read in isolation, but must be considered in the context of the whole of the document (Chamber Colliery Ltd v Twyerould   1 Ch 268; Re Jodrell (supra). As a corollary of the principle that a document must be construed as a whole, all parts of it must be given effect where possible (re Strand Music Hall Co Ltd  35 Beav 153) and no part of it should be treated as inoperative or surplus (S.A. Maritime et Commerciale of Geneva v Anglo-Iranian Oil Co Ltd  1 WLR 492) unless it is impossible to reconcile it with another and more express clause in the same deed (Re Strand Music Hall Co Ltd (supra)).”
 In the instant case it is the respondent’s contention that Rule 5 ought to be construed in the light of Rule 9 and 15, while the appellant maintains that Rule 6 is highly relevant.
 Rule 9 provides as follows under the heading “Meetings”:
“9. The Hon. Secretary shall upon occurrence of any important matter convene a meeting of the trustees. Questions arising out of any matter shall be decided by a majority of votes. Five shall form a quorum…………………………….”
 Rule 15 is a standalone or ‘catch-all’ rule:
“15. All matters not provided for in these rules shall be decided by the majority of trustees in meetings and confirmed by a subsequent meeting of trustees.”
 For the respondent, it is submitted, in essence that when Rule 5 is read together with Rules 9 and 15, the Board of Trustees then becomes empowered to deal with any matters or questions of importance, and determine the same by way of a majority vote. Such matters, it was and is contended, would include the issue of whether the Board of Trustees is empowered to reject the nomination put forward by one of the clansmen’s kongsis. The learned trial judge agreed with such an interpretation, resulting in the dismissal of the appellant’s claim.
 This brings into focus the question of whether these two Rules, as drafted at inception, are intended to be utilized to enlarge the meaning of Rule 5. The counterpart to that question is whether Rule 5, as a composite whole in itself, provides how the Board of Trustees is to be formed, thereby precluding reference to Rules 9 and 15.
 Rule 9 deals with meetings, more particularly in the context of “an important matter”. A perusal of the entirety of the Rules and the placement of Rule 9 within the Rules favours the interpretation that it deals with how the Hokkien Kongsi is to deal with matters (of importance) arising after the formation of the Board of Trustees. It relates more to the running or operation of the affairs and properties of the Hokkien Kongsi.
 It bears no express nexus to Rule 5. It would take a strained or incorrect interpretation to infer or conclude that the Board of Trustees may, by the use of Rule 9, alter the fundamental basis and tenet of the manner in which the Hokkien Kongsi is formed. The manner of constitution of the Board of Trustees comprises the core of the functioning of the Hokkein Kongsi. This is because it bestows on the members of the five clansmen’s kongsis the absolute right to select, without interference, one of their trustees to represent their interests in the functioning of the Hokkien Kongsi, through the Board of Trustees. This is of considerable significance because of the substantive interests that each of the clansmen’s kongsis enjoy in respect of the properties and affairs of the Hokkien Kongsi. To that extent, it may be described as a vested interest, that cannot be lightly interfered with. Rule 9 would have the effect of abrogating from that absolute right vested in the clansmen’s kongsis.
 It would mean that the Board of Trustees for such reasons as they thought fit, may by a majority, thwart the wishes or the entitlement of a particular clansmen’s kongsi to have the representative of their choice. Such a consequence does not appear to fall within the purview of the intention of the parties when the Rules were promulgated.
 Perhaps of equal importance is the fact that to give such powers to the Board of Trustees would give rise to considerable uncertainty and disharmony in the functioning of the Hokkien Kongsi, as is the case presently, in view of this continuing litigation. Uncertainty in the sense that a nomination from a clansmen’s kongsi need not be accepted, but must be subject to the approval of the
Board of Trustees. It would then follow that the composition would have to be in accord with the wishes of the majority of the Board of Trustees, rather than the express wishes of the clansmen’s kongsi in question. Indeed, any nomination would effectively be subject to the approval of the majority of the Board of Trustees. Such a substantive matter would be expected to be expressly provided for in the Rules. It cannot simply be a matter to be determined either from a separate rule relating to meetings on “important matters” nor be relegated to another rule dealing generally with the powers of the trustees in relation to matters not expressly provided for.
 Logically as well as in the context of the case, that cannot have been the intention of the parties when the Rules were made in 1835. The surrounding circumstances, then (as now), which were contemplated by the parties in making the Rules, include the significant fact, that unlike other societies, there are no individual members of the Hokkien Kongsi.
 The “members”, as it were, of the Kongsi are the five clansmen’s kongsi, which are separate entities and individual societies in their own right. Therefore each of the five clansmen’s kongsis enjoys certain rights and privileges as enunciated in the Rules, more particularly in relation to the composition of the Board of Trustees. This is fundamental to the structure and basis for the formation of the Hokkien Kongsi. As stated above, the Rules envisages that each clansmen’s kongsi is accorded the right to determine its own representatives for the composition of the Board of Trustees, in the manner expressly provided in Rule 5. This explains why there is no provision for the rejection of a nomination
by any one of the five “members”. Such a consequence undermines the fundamental basis on which the Hokkien Kongsi was formed.
 On the contrary, if such powers were intended to be granted to the Board of Trustees, then such powers would have to be expressly spelt out.
 This strengthens further our conclusion that Rule 9 has no applicability to the interpretation of Rule 5.
 A further point to note is that to afford such a reading to Rule 9 would result in there being disharmony in the construction of the Rules as a whole, as Rule 5 which is the primary Rule to ascertain the composition of the Board of Trustees, would not harmonise with Rule 9 (or Rule 15 either).
 A similar rationalization, as set out above, may be applied with respect to reliance on Rule 15.
 For these reasons, it is clear to us that Rules 9 and 15 ought not to be resorted to, in construing Rule 5. On the contrary Rule 5 appears to comprise a comprehensive provision for the selection of nominees by each clansmen’s kongsi, which then forms the Board of Trustees of the Hokkien Kongsi.
 We are also fortified in our conclusion by the application of the Latin maxim expresio unius est exclusia alterus (to express or include one thing implies the exclusion of the other). As Rule 5 provides fully for the composition of the Board of Trustees, it follows
that there is no power vested in the trustees to reject a nominee from one of the clansmen’s kongsis. In this context, we are not in agreement with learned counsel for the respondent that the learned trial judge was correct in concluding that the said rule of interpretation is inapplicable.
 Learned counsel for the appellant urged upon us that the mandatory provisions of Rule 6, by stipulating that all vacancies were to be filled within four months, supported the interpretation that Rule 5 was the only relevant rule relating to the constitution of the Board of Trustees. It further provides that an office of trustee vacated by reason of the disqualification of a trustee or a vacating trustee is to be filled by the relevant clansmen’s kongsi of which that trustee was a nominee.
 It would appear that Rule 6 is in harmony with Rule 5 in that where a trustee from a particular clansmen’s kongsi vacates his office, the power to nominate a new trustee reverts or is vested in that particular clansmen’s kongsi. This supports our statements that the entitlement to nominate a trustee lies solely and absolutely with the clansmen’s kongsi, rather than being subject to the approval of the Board of Trustees of the Hokkien Kongsi.
Conclusion on the construction to be afforded to Rule 5
 In summary therefore, we concluded that Rule 5 provides a comprehensive and complete answer to the issue of the nomination
of trustees forming the Board of Trustees of the Hokkien Kongsi. As there appears to be no room for controversy in relation to the express words used, there is no basis to justify reading Rule 5 with Rules 9 and 15 to effectively confer a further substantive power to the Board of Trustees to exclude or reject a nomination by any particular clansmen’s kongsi.
 To that extent the learned trial judge erred in concluding that it was permissible for the Board of Trustees to reject or exclude a particular nominee selected by a clansmen’s kongsi, by reference to Rules 9 and 15. Such a reading would, respectfully, be perverse and amount to a substantive alteration to the fundamental basis of the formation of the Hokkien Kongsi.
The effect of the Amendment to Rule 5
 Ancillary to this issue, is the effect of the amendment effected to Rule 5 by the Trustees of the Board on 9 September 2011.
 It should be noted that Rule 5 (in its original form) empowers the Board of Trustees not only to have control of all of the properties of the Hokkien Kongsi, but to also enjoy the management control of the affairs of the Kongsi.
 The amendment passed by the Board of Trustees to Rule 5 on 9 September 2011, effectively removes this substantive provision for the control of the affairs of the Hokkien Kongsi.
 As stated earlier, it also abrogates the rights of the clansmen’s kongsis in relation to their right of nomination of representatives of their choice. To that extent, the amendment goes too far as it encroaches on the fundamental structure and powers of the Hokkien Kongsi.
The use of oral evidence to construe or interpret Rule 5
 It should be pointed out that the parties and the learned trial judge erred in relying on oral evidence tendered by witnesses to interpret Rule 5, which is free of ambiguity. Such evidence was opinion evidence and to that extent is irrelevant and inadmissible to ascertain the meaning of Rule 5. This is particularly so when the rule or provision is unambiguous and clear. Moreover such evidence comprises each witness’s or party’s subjective interpretation of the clause. The test or criterion to ascertain the intention of parties, as stated at the outset, is an objective one. Given the interest of these parties’ and their witnesses in the outcome, it is not tenable to rely on their evidence (see NVJ Menon v. The Great Eastern Life Assurance Company Ltd  3 CLJ 96.)
 However, this is not necessarily the case when the meaning of a provision or a Rule in the instant case, is ambiguous. To a limited extent, it then becomes a question of fact as to what the parties intended when the provision or Rule was drafted and acted upon. Such an instance may require evidence relating to the surrounding facts and circumstances of the case.
 Given the surrounding facts and circumstances, and the court’s finding on the same, it is then open to the court to take into account these factors in determining how the provision is to be interpreted. In certain instances relating to particular trades, customs or traditions, expert or other independent evidence may well be necessary to enable a court to arrive at a reasoned finding. However opinion evidence by a witness who is not an expert, ought to be excluded.
 In short, where a provision is construed to be unambiguous and its meaning may be ascertained purely on the examination and consideration of documents alone, oral evidence should not be relied upon. In such a case the interpretation of the provision or Rule becomes a matter of law relating to the interpretation of documents, given the undisputed facts surrounding the competing interpretations.
 Where however there is found to be an ambiguity then reliance on documents alone will not be sufficient and oral evidence may well have to be introduced and considered. However it is not envisaged that such oral evidence should pertain to the parties’ or their witnesses’ subjective opinions as to what a provision or rule (or contract) means. Such evidence, being opinion evidence not tendered by experts is inadmissible. However, evidence of the surrounding facts and circumstances giving rise to the document in issue may be adduced with the purpose of assisting the court to arrive at an objective result.2
2 See for example, the Federal Court case of SPM Membrane, at footnote 2.
 In all the circumstances of the case we were of the unanimous view that the learned trial judge’s findings were plainly wrong. As such, appellate intervention was warranted. In determining whether to so intervene, we reminded ourselves of the principles of appellate intervention, in respect of which there are a surfeit of authorities. Suffice to say that some of these cases have been referred to and summarized in an earlier decision of this Court in MMC Oil & Gas Engineering Sdn Bhd v Tan Bock Kwee & Sons Sdn. Bhd.  2 MLJ 428 at paragraphs 5 to 18.
 For the reasons stated above we allowed the appeal and set aside the decision of the High Court. We allowed the appellant the relief sought in prayers (i), (ii) and (iv) only of paragraph 16 of the Statement of Claim. The costs of RM20,000-00 awarded by the High Court were restored to the appellant. We further awarded a sum of RM5,000-00 for this appeal subject to payment of allocator. The deposit was refunded to the appellant.
Court of Appeal Malaysia
Dated: 24 July 2017
For the Appellant : Karin Lin Ai Ching
(Lee Kar Kheng with her)
Tetuan Presgrave & Matthews Advocates & Solicitors Kamar Standard Chartered Bank No. 2 Lebuh Pantai 10300 Pulau Pinang
For the Respondent
Tetuan Choy Associates
Advocates & Solicitors
3rd Floor, Wisma Penang Garden
No. 42 Jalan Sultan Ahmad Shah