[1] This is a claim for specific performance of a resolution dated 27 May 2010 passed by the 1st Defendant. In that resolution, the Board of Directors resolved that the directors be authorized to sell the 1st Defendant together with its assets to the Plaintiff upon certain specified conditions.

[2] There was really only one asset that the 1st Defendant possessed, and that was a piece of land that the Government of the State of Selangor had agreed to alienate to the 1st Defendant. That land was located at Section 76 KTN Mukim Labu, Daerah Sepang, Selangor ["the said land"]. At the material time, the 1st Defendant had yet to pay the necessary premium and so title to the said land had not been issued. One of the conditions was that the Plaintiff was to settle the premium for the said land.

[3] At the trial, the Plaintiff's executive director, one Dato' Muhammad bin Abdul Ghani [PW1] testified that no written sale and purchase agreement was signed because he was approached by the 2nd Defendant a week before the expiry of the payment of the land premium after which the alienation of the said land would have lapsed. According to him, it was an oral arrangement between him and the 2nd Defen