Solicitors must disclose all material facts to clients; failure indicates breach of fiduciary duty and negligence.

[1] The question of law for which leave to appeal had been granted for this court's determination is as follows:

"Whether it is incumbent on the solicitor at the time of the execution of a disclaimer by his client to disclose the material facts which affect or may affect the decision of his client."

[2] The issue concerns a solicitor's duty to disclose material facts to his client. We heard arguments on 11 May 2016 and reserved judgment to a date to be filed. We have now reached a unanimous decision and this is our judgment. For convenience, we shall refer to the parties as they were in the High court, namely the appellant as the plaintiff and the 1st and 2nd respondents as the 1st and 2nd defendants respectively. The suit against the 3rd defendant was not pursued by the plaintiff as he could not be traced. He is not a party to this appeal.

The Plaintiff's Claim

[3] The plaintiff's claim against the 1st and 2nd defendants was for a sum of RM600,000.00, being the amount she had paid for the purchase of a piece of land held under native title NT013084190 ("the land") measuring 4.25 acres more or less situated at Kampung Laut, Inanam, Sabah. Her case was that she lost the RM600,000.00 through a deception scheme after placing her trust in the 1st defendant, a lawyer and partner in the 2nd defendant law firm whom she had retained to act for her in the land transaction. As it turned out, she never got the land and neither has she got back the RM600,000.00 purchase price that she had already paid for in full.

The Facts And Inferences From The Facts

[4] To put the matter in perspective, it is necessary to set out the facts in some detail. They are as follows. Sometime in July 2003, the plaintiff and her business partner were looking for a piece of land to relocate their automotive repair workshop. She came to know of the land through two brokers, one Yu Ah Kow and one Joseph Ling @ Marcus Ling.

[5] Yu Ah Kow was known to the 1st defendant as according to him he had dealings with this broker in his previous transactions "many years ago". Initially, the two brokers offered to sell the land at RM600,000.00 but the price was later agreed at RM450,000.00 with an option to buy back within four months at an increased price.

[6] After inspecting the land, the plaintiff decided to purchase it. She was told by the two brokers that the sale and purchase agreement would have to be prepared by the 1st defendant as the land title and the Power of Attorney ("PA") in respect of the land were kept by the 1st defendant. She was subsequently brought to meet the 1st defendant, who then showed her the original land title and a PA in favour of the 3rd defendant giving the 3rd defendant the right to deal with the land on behalf of the registered owner, one Datin Jikilin Majitan ("Datin Jikilin"). Although signed, the PA was undated and unstamped.

[7] The plaintiff then retained the 1st defendant for a fee to represent her in the sale and purchase transaction and to prepare all the necessary documentation. Pursuant to the retainer, the 1st defendant proceeded to draw up the sale and purchase agreement, which was executed on 29 July 2003 between the plaintiff and the 3rd defendant as purported attorney of the landowner.

[8] The plaintiff paid the purchase price of RM450,000.00 in full upon signing the agreement. At the time she signed the agreement, the date written on the PA was 28 July 2003, ie the previous day.

[9] Before the sale and purchase agreement was executed, the plaintiff noticed that the land title number that was written on the PA was different from the title number that was written on the