Edgar Joseph Jr FCJ:

[1] This was an appeal from the judgment of the High Court at Kota Kinabalu, Sabah arising from a priority dispute concerning certain immovable properties.The contest was between a chargee under a charge registered in the form prescribed under s 104 of the Sabah Land Ordinance Cap 68, (the Land Ordinance) and a purchaser under an agreement of sale and purchase in writting of a single unit, being a proposed 2-storey light industrial building to be built on one of the four pieces of land the subject matter of the charge.

[2] The essential facts which led up to the litigation the subject of this appeal may be shortly stated.

[3] On or about 1 March 1982, United Lands Development Sdn Bhd (the Developer Chargor) had applied to Borneo Housing Mortgage Finance Berhad (the Finance Company Chargee) for a bridging loan of RM15,000,000 to finance the development of its proposed industrial development project on certain lands situated in the State of Sabah, comprised in Country Leases Nos 015271360, 015271388, 015087117 and 015271388 (the Project Lands).

[4] By a sale and purchase agreement in writing dated 2 November 1982, entered into by Time Engineering Berhad (the