An informal agreement requires mutual execution and compliance with specific conditions to be binding in complex financial transactions.

[1] Leave was granted to the appellant/defendant (Deutsche) to appeal against the order of the Court of Appeal in respect of the matter decided by the High Court in the exercise of its original jurisdiction, on the following nine questions of law:

1.1 Whether the principle of law on concluded contracts (generally applied in relation to sale and purchase of property) are applicable in the same manner to financial transactions involving funding by banks or a syndicate of banks.

1.2 Whether the principle in contract law of an enforceable informal contract applies to financing or funding transactions of a complex nature involving banks who are subject to internal credit approval conditions, guidelines and/or limitations.

1.3 Whether it is implicit in every financing transaction involving banks in Malaysia that internal credit approval guidelines as required by the regulating central bank, namely, Bank Negara Malaysia, would automatically apply to the proposed transaction.

1.4 In a setting where documentation (particularly relating to complex financial or funding transactions) is being carried out with the involvement of separately appointed solicitors, whether the principles of locus poenitentiae (as applied in other Commonwealth jurisdictions) ought to be considered, namely, that neither party to any apparently alleged concluded contract is bound until and unless such documentation is formally signed off by both parties.

1.5 Whether funding transactions by banks involving, as in this case, financing products called medium term notes and asset securitisation programme would fall within the classes of contracts governed by the locus poenitentiae principle, namely, the right to withdraw from the transaction until there exists a formally signed off contractual commitment document.

1.6 In a case where there exists a collateral condition to the existence of an allegedly concluded contract (for example internal credit approval), whether the onus of proving the fulfilment of such condition lies with the party asserting the fulfilment of the condition.

1.7 Can a party choose to subsequently abandon the originally pleaded claim for specific performance (given the separate legal implications of s 74 of the Contracts Act 1950 and s 18 of the Specific Relief Act 1950) and thereby avoid addressing whether the alleged contract (example, a contract to lend money) was in the first place sustainable in law for specific performance.

1.8 Whether a partys claim for damages in lieu of specific performance is maintainable as contended by the plaintiff in this case, when in the first place, there could be no decree for specific performance of an alleged contract for bank financing of funding or project financing in general.

1.9 Is an appellate Court entitled to direct a rehearing of the assessment of damages without first determining if the lower courts determination on the assessment of damages was erroneous.

[2] The background facts could be summarised as follows. Deutsche is a wholly owned subsidiary of Deutsche Bank Aktiengesellschaft, a German global banking and financial services giant with its headquarters in Frankfurt, Germany. The 1st respondent is an investment holding company listed on the Bursa Malaysia. At the material time, the 2nd respondent, a credit and charge card company in Malaysia, was a subsidiary of the 1st respondent. In August 2007, the respondents (hereinafter collectively referred to MBf) sought underwriters for its commercial papers and medium term notes (hereinafter collectively referred to as Notes) that made up its credit card funding programme, and bridge financing, pending the establishment of an asset-based securitisation structure (ABS) secured on the 2nd respondents receivables. The 1st respondent appointed Deutsc