Mokhtar Sidin JCA:

[1] We have allowed the appeal and dismissed the two cross-appeals earlier and we now give our reasons for doing so. We will refer to the parties as they were in the court below.

[2] In their re-amended statement of claim the plaintiffs stated, inter alia , as follows:

1. The 1st plaintiff is, and was at material times, the registered proprietor of all that parcel of land situate at Luak, Miri containing an area of 6596 square metres (1.63 acres), more or less, and described as Lot 2676 Lambir Land District (hereinafter referred to as "the said land").

2. By an agreement in writing dated the 29th day of August, 1981, the 1st Plaintiff agreed to sell and the 1st Defendant agreed to purchase the said land upon the terms and conditions, inter alia , as follows:

(a) that as consideration of the sale, the 1st Defendant shall:

i) transfer her motor car Mazda 323 No. MB 1630 to the 1st Plaintiff;

ii) hand over one rice mill to the 1st Plaintiff;

iii) pay to the 1st Plaintiff the total sum of $11,000.00 in cash, made up of $4,000.00 which was stated to have been paid and a further sum of $7,000.00 upon signing;

iv) shall discharge the 1st Plaintiff's indebtedness of $5,000.00 or thereabouts to the Labour Department under the aforementioned Caveat No. L.1119/1967.

(b) upon signing, the 1st Plaintiff shall simultaneously execute a valid and registrable Memorandum of Transfer of the said land in favour of the Purchaser or her nominee/nominees.

3. Pursuant to the said agreement, the 1st Plaintiff executed a valid and registrable Memorandum of Transfer in favour of the 1st Defendant, and, handed over to her, the issue document of title to the said land.

4. In breach of the said agreement and despite repeated demands, the 1st Defendant did not in fact pay the said sum of $4,000.00 stated therein to have been paid and the further sum of $7,000.00, or alternatively $5,000.00, mentioned in paragraph 2(a)(iii) hereinabove.

5. Further, in breach of the said agreement, the 1st Defendant failed and still fails to discharge the 1st Plaintiff's indebtedness of $5,000.00 mentioned in paragraph 2(a)(iv) hereinabove.

5A. The 1st Plaintiff avers that on the 22nd day of May, 1996 he was induced by the 5th Defendant to sign certain documents and to accept the sum of RM13,000.00 in full discharge of the balance of the purchase price owed by the 1st Defendant by fraudulently misrepresenting to him that the 2nd Plaintiff had settled his claims herein against the Defendants. By reason of the aforesaid conduct of the 5th Defendant, the Defendants are estopped or precluded from claiming that the 1st Defendant had complied with all the conditions of the said sale and purchase agreement.

6. Although the 1st Defendant was in breach of the said agreement as aforesaid, the 1st Defendant by her advocates, Mr. Yee Shin Ching, lodged a Caveat vide Instrument No. L. 6729/1991 registered on the 17th day of October, 1991.

7. By a letter dated 29th November, 1991, by his solicitors, Messrs Khoo & Company, the 1st Plaintiff, as he was entitled to, elected to rescind, the said agreement with the 1st Defendant.

8. On the 4th day of March, 1992, the 2nd to 7th Defendants lodged a Caveat against the said land, registered as Instrument No. L. 1544/92 under and by virtue of an unregistered Memorandum of Transfer purportedly executed by the 1st Plaintiff on the 13th day of January, 1983.

9. Under the said unregistered Memorandum of Transfer, the 1st Plaintiff purportedly received a sum of $80,000.00 as consideration for the sale of the said land to the 2nd to 7th Defendants.

10. The 1st Plaintiff did not at any time have any dealings with the said 2nd to 7th Defendants and, if the said Memorandum of Transfer was executed by the 1st Plaintiff (which is denied), it was without knowing the true intent or purport thereof.

11. Further, the 1st Plaintiff did not receive the said consideration of $80,000.00 or at all mentioned in the said unregistered transfer.

11A. By a Notice dat