Non-registration of a lease exceeding three years does not render it void but makes it imperfect, allowing tenancy at will or equitable lease rights to arise.

[1] The sole question upon which leave was granted to appeal against the order of the Court of Appeal in respect of the matter decided by the High Court in the exercise of its original jurisdiction reads:

"If a lease or sub-lease (exceeding three years) is rendered void by reason of want of registration under the provisions of the National Land Code , does the lease or sub-lease become:

(i) A tenancy at will and if so for what period? or

(ii) An equitable sub-lease and if so, for what period?"

[2] By a sub-lease and Guarantee Agreement (hereinafter referred to as the agreement) dated 1 November 2006, the respondent, as the registered lessee, sub-leased certain floors of a seven storey building known as Wisma Fui Chiu and erected on land held under Geran 42414, Lot 130, Bandar Kuala Lumpur (hereinafter referred to as the demised premises) to the 1^st appellant for a term of 25 years, that is, from 1 May 2006 to 16 October 2031, with the 2^nd to 4^th appellants in tow as sureties for the 1^st appellant. Clause 6.0(a) of the agreement provided that the respondent shall execute and deliver to the 1^st appellant "a valid and registrable memorandum of [sub]lease in the prescribed form under the National Land Code ... the quit rent receipt and all other documents including the issue document of title and the consent letter from the chargee or encumbrancer of the lease consenting to the memorandum of [sub]lease, for purposes of effecting the registration of the memorandum of [sub]lease within 14 days from the date of execution of this agreement". Clause 4.2 of the agreement provided that "for the purpose of determining the rent payable the lease period shall be divided into eight consecutive terms of three respectively and one final term ending 16 October 2031". The agreement permitted the 1^st appellant to sublet, underlet or part with possession of the demised premises or any part thereof to third parties.

[3] It was the finding of the Court of Appeal, though not of the High Court who was silent on the same, that the 1^st appellant paid the security deposit of RM2.1m and all rent due until [June] 2009, that on 14 December 2006, the 1^st appellant transmitted all documents and paid the registration fee to the respondent for the purpose of registration of the sub-lease, that on 20 March 2007, the 1^st appellant reminded the respondent to register the sub-lease, that on 1 August 2007, the respondent forwarded, purportedly, the official receipt for the payment of the registration fee for the sub-lease [on 1 August 2007, the respondent forwarded the receipt of a firm of solicitors - see p 348 of the Appeal Record], that on 6 May 2009, the 1^st appellant discovered that the respondent had not registered the sub-lease, that the non-registration of the sub-lease triggered the tenants of the 1^st appellant, en masse, to terminate their respective tenancies with the 1^st appellant, principally on the ground that the 1^st appellant was not the sub-lessee of the demised premises, and that on 13 May 2009, the 1^st appellant served notice of termination of the agreement on the ground of non-registration of the sub-lease (see paras 5 to 10, and 12 of the judgment of the Court of Appeal).

[4] Shortly thereafter, on 10 June 2009, the appellants filed [the instant] action against the respondent, which sought, inter alia, (i) a declaration that the sublease was void for non-registration, (ii) a declaration that the termination of the agreement and or of the tenancy at will was valid and binding, (iii) a declaration that the guarantees of the 2^nd to 4^th appellants were therefore void, and, (iv) general and special damages. On 26 June 2009, the respondent responded with a counterclaim, which sought, inter alia,