Ramly Ali J:

The plaintiff's claim against the defendant is for a sum of RM3.6 million being the balance of a purchase price for the sale of 25 pieces of land (the properties). By two written sale and purchase agreements (SPA) both dated 5 June 1996, the plaintiff agreed to sell and the 1st defendant agreed to purchase the properties at a purchase price of RM4 million. Based on the terms of the SPA, the 1st defendant paid 10% of the purchase price amounting to RM400,000, immediately upon signing the agreements. It is an express term of the SPA that the balance purchase price amouting to RM3.6 million was to be paid by the 1st defendant to the 2nd defendant as stakeholder within three months from the date of consent from the relevant State Authority. The relevant State Authority consent had been obtained on or before 11 September 1996 and the balance purchase price was to be deposited with the 2nd defendant as stakeholder by 11 December 1996.

Also pursuant to the SPA, the 2nd defendant as stakeholder expressly undertook not to present the memorandum of transfer which was duly executed by the plaintiff in respect of the said properties until the balance purchase price of RM3