Edgar Joseph Jr SCJ:

[1] By an agreement in writing dated 20 May 1977, ("the joint-venture agreement") entered into by a certain Tan Ah Chim, of the one part, and a certain Ooi Bee Tat, the first defendant ("D1") of the other part, D1 had agreed to purchase and Tan Ah Chim had agreed to sell the land comprised in Holding No 70, Town Subdivision 5, North East District Penang, ("the land"), for the construction of dwelling houses described therein and subject to the terms and conditions set out therein.

[2] More particularly, the principal terms and conditions of the joint-venture agreement so far as material to this suit were these:

(1) part of the purchase price of the land was to consist of dwelling houses to be erected thereon by D1 for the benefit of Tan Ah Chim. (Clauses 2 and 11);

(2) the building scheme on the land was to be carried out in two phases. (Clause 9);

(3) D1 had undertaken to complete the construction of the dwelling houses and obtain occupation certificates in respect thereof within 18 months of being given possession of the site. (Clause 11); and

(4) if D1 were to be in default of his obligations under Clause 11 then he was to incur liability to compensate Tan