A party must comply strictly with the conditions of an option clause for it to be validly exercised, and reliance on alleged misrepresentations must be substantiated by clear evidence.

[1] The appeal is against the decision of the learned High Court Judge in ordering the appellant (defendant in the High Court) to refund RM963,635.00 allegedly being an amount that had been overpaid by the respondents (plaintiffs in the High Court) pursuant to 4 Sales and Purchase Agreements dated 23 November 2012 executed between the appellant and the respondents. The appellant is also appealing against the dismissal of the appellant's counterclaim.

[2] After hearing submissions from both parties and perusing through the written submissions and appeal records, we unanimously allowed the appeal with costs, and allowed the counterclaim of the appellant. We set aside the decision of the High Court dated 23 February 2018.

[3] Herein below are our grounds. Parties will be referred to as they were, in the High Court.

The Claim

[4] The claim by the plaintiffs against the defendant is for RM963,635.00 allegedly being the loss caused to the plaintiffs as a result of the option given by the defendant to the plaintiffs pursuant to a Sale and Purchase Agreement dated 21 March 2011 executed between the 1st and the 2nd plaintiffs and the defendant.

[5] The defendant, in turn counterclaimed against the plaintiffs seeking for the following reliefs:

"43. Dengan ini, Defendan menuntut untuk:

a) Satu deklarasi bahawa terdapat satu kontrak yang sah dan berkuatkuasa berkenaan:

i) Plot 15 tersebut di antara Plaintif Ketiga dan Defendan melalui Perjanjian Jual Beli bertarikh 23 November 2012;

ii) Plot 16 tersebut di antara Plaintif Pertama dan Plaintiff Keempat dan Defendan melalui Perjanjian Jual Beli bertarikh 23 November 2012;

iii) Plot 31 tersebut di antara Plaintif Kelima dan Plaintiff Keenam dan Defendan melalui Perjanjian Jual Beli bertarikh 23 November 2012; dan

iv) Plot 32 tersebut di antara Plaintif Kedua dan Plaintiff Ketujuh dan Defendan melalui Perjanjian Jual Beli bertarikh 23 November 2012."

The Facts

[6] The 1st and the 2nd plaintiffs were the registered proprietors of a piece of land known as Lot 967, Mukim 14, Daerah Seberang Perai Selatan, Pulau Pinang held under Geran No HS (D) 22295 (Lot 967).

[7] The 3rd - 7th plaintiffs are the nominees for either the 1st plaintiff or the 2nd plaintiff.

[8] The defendant is a property developer and involved in the business of purchasing and developing lands for purposes of housing development.

[9] The defendant entered into a Sale & Purchase Agreement dated 21 March 2011 (pp 12-25 CABD) with the 1st and 2nd plaintiffs to purchase Lot 967 from them for RM14,102,550.00 (Land Agreement). The terms and conditions are as set out therein.

[10] After the execution of the Land Agreement, the defendant proceeded with the development on Lot 967, including the subdivision of the same and obtaining approval of its development plans including the layout plan in respect of its proposed housing development on Lot 967.

[11] The defendant developed Lot 967 as a housing project known as Orchard Villa 2 consisting of bungalow units (the said housing project).

[12] Pursuant to Cl 1 (b) of the 3rd Schedule of the Land Agreement, the defendant agreed to give the 1st and the 2nd plaintiffs an option to purchase the bungalows to be constructed by the defendant. The relevant option clause is reproduced below:-

"1(b) The Vendor(s) shall be given the first option to purchase the said bungalows to be constructed by the Purchaser(s) upon approval of the Purchaser(s) layout plan on the