Balia Yusof Wahi J:

[1] This is an application by the plaintiff for the removal of a private caveat on 254 pieces of land held under H.S.(D)KA9043 to H.S.(D)FA 9296, PT Nos: 73940 to 74193 in the Mukim of Ulu Kinta Negeri Perak Darul Ridzuan. The plaintiff is the registered owner of all these 254 pieces of land. The pencelah has by an earlier court order been made a party as an intervenor in respect of its interest in the subject matter and involvement with the parties herein. The pencelah is the chargee in respect of 251 pieces of the land in this proceeding.

The Facts

[2] On 2 November 1999, the plaintiff and the defendant entered into a joint venture agreement to develop the land owned by the plaintiff into a housing scheme comprising of 271 units of medium cost houses. The said joint venture agreement contains the following salient features, namely:

(i) Article 3: the defendant to pay to the plaintiff a deposit of RM150,000 upon execution of the joint venture agreement.

(ii) Article 4: the defendant to grant to the plaintiff Special Advances on various dates pending the commencement of development of the said lands as follows:

(a) cash sum of RM350,000 by 15 November 1999 or alternatively the transfer of two units of residential houses in Kuala Kangsar equivalent in value to RM350,000 by 15 November 1999 (Article 4.1.1);

(b) further cash sum of RM450,000 by 15 November 1999 or alternatively the transfer of 2 units of shop-houses in Taiping equivalent in value to RM450,000 with Certificates of Fitness to be issued by 30 April 2000 (Article 4.1.2); and

(c) further cash sum of RM150,000 by 10 December 1999 (Article 4.1.3);

(iii) Article 5: the Deposit and Special Advances are to be deducted from the plaintiff's share of units of houses or gross proceeds from the plaintiff's units of houses arising from the development thereof.

(iv) Article 8: the defendant shall settle the redemption sum and other monies due to the pencelah to secure the discharge of charge in respect of the said lands charged to the pencelah. The redemption sum shall be paid by the defendant to the pencelah upon the receipt by the defendant of the letter of offer from a financial institution approving the bridging loan facilities to finance the development of the said lands.

(v) Article 11.1: the defendant shall procure the bridging loan within six months from the date of the joint venture agreement (ie six months from 2 November 1999).

(vi) Article 12: the defendant has also covenanted to pay the following:

(a) to pay the arrears of quit rent amounting to RM90,000 by 25 December 1999;

(b) to pay all quit rents assessment rates and other outgoings in respect of the said land;

(c) pay all premiums, survey fees and other charges in connection with the upgrading of low-cost houses to medium-cost houses and the surrender of 68 existing titles for the re-issuance of 85 new titles;

(d) to pay all development charges and contributions to ISF, DID, Tenaga Nasional Berhad, Waterworks and Telekom in respect of the development of the said lands.

(vii) In consideration of all the abovesaid payments to be made by the defendant to the plaintiff and the relevant authorities, the parties have jointly agreed to share the 271 units of buildings to be developed upon the said lands as follows:

(a) the plaintiff as landowner becomes entitled to 4 units of completed 2 storey shophouses, 36 units of residential houses and 2 parcels of vacant lands (refer art. 7); and

(b) the defendant as developer becomes entitled to all other buildings and lands arising from the development of the said lands.

[3] The agreement between the plaintiff and the defendant did not work well. As early as 13 April 2000, after a period of only five months the plaintiff has started sending reminders to the defendant in respect of the defendant's default of article 4 of the joint venture agreement pertaining to the special advances payable to the plaintiff. It is evident that in the series of letter