Gunn Chit Tuan CJ (Malaya):

By a sale and purchase agreement dated 20 August 1984 (p. 275 of the appeal records) Rumah Nanas Rubber Estate Sdn. Bhd. (the second appellant) agreed to sell to Plenitude b Holdings Sdn. Bhd. (the respondent) an estate land at the price of RM47,939,958. The respondent paid a deposit of 10% amounting to RM4,793,995.80 but failed to pay the balance purchase price within the contractual period of six months or within the extended completion periods. The second appellant then terminated the said agreement and forfeited the said deposit by a letter dated 12 December 1988 (p. 309 of the appeal records).

One of the issues raised in the Court below was whether the second appellant and Tan Sri Khoo Teck Puat (the first appellant) in order to induce the respondent to enter into the said sale and purchase agreement had represented orally to the respondent that the appellants undertake to obtain a loan from the National Bank of Brunei or another source for the respondent to enable it to complete the sale and purchase of the said estate land free of encumbrances and with vacant possession, and that if the loan could not be obtained the second appellant woul