Azizul Azmi Adnan JCA:

Introduction

[1] There are two appeals before the court. The appellant in Appeal No 1929 is Malaysia Land Properties Sdn Bhd (referred to here as "Mayland"). It was the developer of a mixed development complex in Taman Sri Hartamas, Kuala Lumpur, within which were comprised the Waldorf & Windsor Towers apartments. In 2009, Mayland entered into a sale and purchase agreement (the "SPA") to sell to Target Term Sdn Bhd ("Target Term") one of the apartment units, unit B-21-03. The sale included 420 carpark units.

[2] Even though on paper Target Term did not appear as being owned by Mayland, before us in the appeal, counsel for Target Term and Mayland conceded that they were related corporations. By this, we understood that both companies were controlled by the same ultimate beneficial owner. Target Term is also the appellant in Appeal No 1890.

[3] It was not in material dispute that the intent of the sale to Target Term of the single apartment unit together with the 420 carpark units was in furtherance of a plan for Target Term to undertake a commercial carpark business. The strata title to unit B-21-03 was issued to Target Term on 19 March 2018. In the strata