Abdul Malik Ishak J:

Summons In Chambers In encl. 11

By way of encl. 11, the defendant sought for the following orders:

(1) An order for a stay of the enforcement and/or the operation of the Order given by the S1 Judge on 31.12.2004 for the removal of a private caveat lodged by the defendant vide presentation no: 16005/2004 until the disposal of the appeal or further order of the Court.

(2) That the Registrar of Titles be hereby ordered not to remove the said caveat until the final disposal of the appeal or further order of the Court.

(3) That the costs of this application be costs in the cause.

(4) Such further or other relief that this Honourable Court deems fit to grant.

Facts Of The Case

The defendant is a wholly owned subsidiary of IIUM Holdings Sdn Bhd, which in turn, is wholly owned by the International Islamic University (hereinafter will be referred to as the " said University " ). The said University, as part of its educational expansion plans, were looking for ways to expand its International Islamic College (hereinafter will be referred to as the " IIC " ) to cater for the less fortunate Form 5 school leavers who were denied entry into other institutions of higher learning.

The plaintiff is a company that runs an educational college under the name of Federal Institute of Technology (hereinafter will be referred to as the " FIT " ) since 1968. The plaintiff is also the registered owner of all that piece of land held under Grant No: H.S. (D) 83192, Lot No: 12734, Mukim and Daerah Kuala Lumpur, Wilayah Persekutuan, Kuala Lumpur together with all the buildings erected thereon wherein the FIT stood (hereinafter that piece of land will be referred to as the " said property " ).

It was the stand of the plaintiff that since the defendant was in the line of running and managing an educational college it ought to be fully aware of all the legal and procedural requirements of the Ministry of Education.

By way of an advertisement, the plaintiff was desirous of selling the said property wherein the FIT stood and offered it for sale. The terms and conditions of the sale of the said property wherein the FIT stood can be seen in the advertisement as exhibited in exh. " SKH8 " of encl. 15 and it was worded in this way:

College/Institutional

Premises for

SALE/LEASE

SALE:

Choice piece of Freehold Institutional Land and Building with facilities approved for Educational purposes within KL City limits for Sale. Suitable for Private Colleges looking for Expansion or New educational Projects by Public Listed companies.

Ideal for Academic/Engineering/Management Training Purposes

LEASE:

Long Term Tenancy Lease between 15 to 20 years can be considered.

Interested/Genuine Enquiries to

Advertiser

GPO Box 11016

Kuala Lumpur

Email: business 2003_3@hotmail.com

For direct enquiries only

Tel: 012-307 8340

Of course, the defendant was desirous of purchasing the said property wherein the FIT stood and so, after negotiations, the principal terms were agreed upon. The price agreed upon was RM16.5 million and part payment was eventually paid by the defendant to the tune of RM330,000. The defendant then made preparations to recruit students and lecturers as part and parcel of the expansion programmes of IIC. It was said that there were hundreds of students on the waiting list waiting to be enrolled in IIC. New courses were introduced by IIC.

Having received the part payment, the plaintiff then proceeded to prepare the first draft agreement and labelling it as the " final draft " . Upon perusal of the " final draft " , the defendant was surprised that the essential term of the transfer of the licence was not mentioned at all. On the defendant' s request to incorporate a term allowing for the transfer of the licence to the defendant, the plaintiff dismissed that request on the ground that it was an introduction of a new term. The stand of the defendant was this. That the licence should also be transferred to the defendant. At this juncture, it wou