Balia Yusof Wahi J:

[1] This is an application for a declaration in respect of a joint venture agreement entered into between four parties namely, the plaintiff, the defendant, U-Meng Corporation Sdn. Bhd. and U-Meng Holdings Sdn. Bhd. The declaration sought by the plaintiff revolves essentially on the construction of cl. 2 of the said joint venture agreement with regard to the entitlement of the parties under the said agreement. For completeness and ease of reference, I tabulate the plaintiff's claims in encl. 1 as follows:

(1) a declaration that pursuant to cl. 2.1 of the agreement dated 4 May 1996 ("Joint Venture Agreement") between the plaintiff, the defendant, U-Meng Corporation Sdn. Bhd ("U-Meng Corporation") and U-Meng Holdings Sdn. Bhd ("U-Meng Holdings"),

the plaintiff is entitled to receive from the defendant all gross sale proceeds and any other income derived from the development scheme under the Joint Venture Agreement ("Development Scheme") in the following ratio:

(i) in respect of wholly residential development, in the proportion of 11.8958%; and

(ii) in respect of all other types of development but not limited to commercial, industrial and partly residential development, in the proportion of 13.3233%;

(2) an order for an account of payments made in the past to the plaintiff or to such parties on behalf of the plaintiff under the joint venture agreement supported by a statement of sales and receipts to be provided by the defendant to the plaintiff within seven (7) days from the date of this order being granted;

(3) an order for an account of payments payable to the plaintiff under the joint venture agreement together with a statement of the sales and receipts as at the date of this order to be provided by the defendant to the plaintiff within seven (7) days from the date of this order being granted;

(4) an order that the defendant to pay to the plaintiff all monies found due upon taking such account pursuant to paragraphs (2) and (3) hereinabove within fourteen (14) days from the date of the account being obtained;

(5) an order directing the defendant to pay and continue to pay to the plaintiff all gross sale proceeds and any other income derived from the Development Scheme in the ratio set out in paragraph (1) hereinabove supported by a statement of the sales and receipts in accordance with and in the manner set out in the joint venture agreement;

(6) an order that the defendant be directed to comply with cl. 18.2 of the joint venture agreement thereby entitling the plaintiff to inspect the account books and supporting documents thereof of the defendant in so far as the same relates to the sales, sale proceeds and other receipts and income in respect of the Development Scheme and to take copies thereof;

(7) interest thereon at 8% per annum on all monies found due to the plaintiff upon taking such account from the date such monies became due and payable until full realization thereof;

(8) costs of and occasioned by the application herein be borne by the defendant;

(9) such further and other orders made or given as this Honourable Court deems fit and proper in all circumstances of the case.

Background

[2] As a background to the plaintiff's claim, a joint venture agreement dated 4 May 1996 was entered into between the plaintiff and the three other parties mentioned above. The plaintiff and one U-Meng Corporation Sdn. Bhd and another entity U-Meng Holdings Sdn. Bhd own certain pieces of land and together they entered into a joint venture agreement with the defendant to develop their lands. The three are referred to as the landowners in the agreement. Under the said joint venture agreement, the landowners has agreed with the defendant to a certain formula and ratio as to their entitlement in respect of the development to be carried out by the defendant as developer. The development to be carried out on the said lands include both for residential as well as other commercial and industrial purposes. The main