JUDGMENT

Azizul Azmi Adnan JCA:

Introduction

[1] This case involved the sale and purchase of a partially completed housing estate that was subsequently abandoned. At the High Court, the plaintiff successfully sued to recover the balance purchase price payable. The defendants appealed. We allowed their appeals for the reasons set out in this judgment. These grounds constitute the judgment of the Court.

Material Background Facts

[2] The plaintiff respondent, Lebar Daun Development Sdn Bhd (referred to here as "Lebar Daun" or the plaintiff), sold to Aster Bina Sdn Bhd (the 1st defendant at the Court below, referred to here as "Aster Bina") a partially completed development comprising 57 units of linked houses, located near Kampung Sungai Kandis in Shah Alam. The second and 3rd defendants at the High Court (who are also the second and 3rd respondents in Case No 1960 before us) were the directors of a company known as Acmar International Sdn Bhd The plaintiff alleged that the second and 3rd defendants were the alter egos and shadow directors of Aster Bina.

[3] The sale and purchase agreement (the "SPA") was executed between Lebar Daun and Aster Bina on 24 November 2017. The purchase price und