Zaleha Zahari JC:

By an agreement made on 9 January 1992, the plaintiff, formerly known as Malthus Industries Sdn. Bhd., agreed to buy, and the defendant, Sri Mayang Sdn. Bhd., agreed to sell, land known as H.S. (D) 11531, Lot P.T. 392 Mukim Ampang, Daerah Hulu Langat, Selangor Darul Ehsan for a sum of RM13.9 million.

The agreement, so far as is material to this appeal, was subject to the approval of the Foreign Investment Committee and State Authority within 1 year (article3.01). Article14.01 expressly provides that time, whenever mentioned, shall of the essence. The agreement also had definite and distinct terms involving legal results should the approvals not be obtained within the approval period or extended period. Article3.04 provides:

3.04. In the event that the approvals of the relevant authorities are not obtained within the approval period or such extended period as may be mutually agreed by the parties hereto, the rights and obligations of the parties hereunder shall lapse and be of no further effect and the following shall take place within seven (7) days of the approval period or the extended period, as the case may be:

(a) The vendor shall refund the Purchase