MOHAMED DZAIDDIN FCJ (delivering the judgment of the court): This appeal arose from the decision of the High Court, Pulau Pinang given on 18 June 1993 granting the respondents application under s 327 of the National Land Code 1965 (the Code), for the removal of Private Caveat No 5040/91 Jilid 282 folio 72 (the caveat) entered by the appellant on the register documents of title in respect of two pieces of land held under Grant First Grade Nos 4661 and 5650 for Lots No 1457 and 1835 Mukim 13, North East District, Pulau Pinang (the lands).

The appeal was against the finding of the learned judge that the respondents were person aggrieved within the meaning of s 327 of the Code, and therefore could apply for the removal of the caveat.

Factual background

The application for the removal of the caveat originated from an agreement dated 4 January 1943 (the 1943 agreement) made between Chor Bah Say, deceased, and Choong Lye Hock Estate Ltd, later converted to Choong Lye Hock Estate Sdn Bhd (the company). The material terms of the 1943 agreement are as follows:

(1) The said Chor Bah Say shall without remuneration be in management of the said Otaheite Estate (later known as Ayer Itam Estate) and shall collect all the income, rents and profits thereof and account for the same to the company whenever required to do so.

(2) The said Chor Bah Say shall sell such part or parts of the said Otaheite Estate as he shall deem fit but he must first obtain the written consent of the company for each such sale; the company to be at liberty to refuse such consent if they consider the price or prices inadequate.

(3) All moneys to be obtained from the sale or sales of part or all of the said Otaheite Estate shall be paid to the company and shall be applied together with the nett income, rents and profits thereof (after deducting certain specified interest payments, expenses and costs).

(4) The balance money shall be divided as to three-fourths thereof to the said Chor Bah Say and as to the remaining one-fourth thereof to the company.

(5) The agreement shall be deemed to commence and take effect on 1 January 1943.

(6) The said Chor Bah Say shall mean and include his personal representative and the term the company shall include their assigns.

All the lands comprised in the said Ayer Itam Estate were registered in the name of the company as proprietor. Although no trusts were endorsed on the titles, the company held 25% of the lands for itself and 75% for the estate of Chor Bah Say, who died intestate on 9 November 1949. He was survived by his widow, Oh Kee Lee @ Oh Phaik Sim and several children. Upon his death, his interest under the 1943 agreement devolved to and became vested in his estate. Letters of Administration of his estate were granted to two of the deceaseds children. In the events which had transpired, the majority of his beneficiaries also died, resulting in their estates becoming the beneficiaries of Chor Bah Says estate. The appellant and her sister, Chor Phaik Sim are the remaining direct beneficiaries of the Chor Bah Says estate.

By two sale and purchase agreements dated 23 January 1992 (the sale agreements) made between the company and the executors and trustees of the beneficiaries of the estate of Chor Bah Say on the one part as vendors, and the respondents as purchasers on the other part, the former agreed to sell the lands to the latter for RM32,006,000. The appellant and her sister, Chor Phaik Sim, were parties to the sale agreements, but as observed by the learned judge, they seemed to have baulked at a later stage and refused to execute the sale agreements on the ground that they did not agree on the price. In the appellants statutory declaration filed in support of her application for entry of the caveat under s 323 of the Code, she clearly stated that she had not agreed to the purchase price of RM32,006,000. She also alleged that the purported sale contravened the 1943 agreem