R. Thayalan

On the court record

R. Thayalan appears in the reported corpus as a commercial and land litigator, with company, sham-transaction and negotiable-instrument disputes among the reported matters, and a notable run of Court of Appeal appearances as respondent's counsel. His company work is visible in an appeal on a claim for damages premised on the breach of fiduciary duties by directors — fraudulent claims for personal gain and an alleged abuse of directorial powers — where the question was whether the defendants owed and breached their fiduciary duty to the plaintiff and whether they had acted within the scope of their powers. A recurring and distinctive theme is the sham transaction: he was engaged in appeals asking whether sale-and-purchase-of-land transactions were shams disguising illegal moneylending, and how far it is appropriate for a court to scrutinise the documents and the underlying transactions where illegality is alleged.

His reported work at first instance develops the same concerns. In a matter engaging sections 55, 57 and 73 of the Bills of Exchange Act 1949 he was engaged where cheques — bills of exchange drawn on a banker payable on demand — had been issued pursuant to a settlement agreement for the full and final settlement of a dispute, and the court considered the need to prove consideration in an action based on contract. In a further matter a vendor who had signed a sale and purchase agreement, a power of attorney and a trust deed, and been paid the full purchase price, later claimed that she had intended only to take a loan and had signed under a mistaken impression of the documents. Across these reported decisions his work centres on the true nature of transactions — whether a sale is really a loan, whether a settlement is supported by consideration, whether directors acted honestly — marking R. Thayalan as counsel attuned to the substance behind commercial and land dealings.