JUDGMENT

Atan Mustaffa Yussof Ahmad J:

[1] This judgment concerns an application by the Applicant, RHB Trustees Berhad, as trustees of Axis Real Estate Investment Trust ("Axis-REIT"), seeking specific performance against the Respondent, Always Ahead (M) Sdn Bhd, to compel the execution of agreements for the sale and purchase of a property located in Kulim, Kedah. The central issue is whether a binding contract was concluded between the parties through a Letter of Offer issued by Axis REIT Managers Berhad ("Axis REIT Managers") on behalf of the Applicant and accepted by the Respondent. The Applicant contends that despite being marked "Subject to Contract", the Letter of Offer together with the parties' subsequent conduct amount to a concluded bargain which the Respondent breached by refusing to sign the formal agreements. Conversely, the Respondent argues the Letter of Offer did not create binding obligations as it only obliged further negotiations until the execution of a formal contract. Additionally, the Respondent submits the leaseback arrangement spanning many years was commercially unviable and not aligned with its business plans.

Background Facts

[2] On 1 March 2023, Axis REIT Ma