Azimah Omar JCA::

A. Brief Facts

[1] The Appeal before us is a claim for specific performance of a Letter of Undertaking as a collateral agreement to a larger Joint Venture Agreement upon the completion of the development under the contracts.

[2] The 1st Respondent, CC Land Resources Sdn Bhd ("CCL") was the landowner of some 2.5 acres of project land under a Joint Venture Development Agreement dated 6 April 2016 ("JVA") entered into with the Appellant Developer, Geo Win Sdn Bhd ("GW").

[3] Under the JVA, upon completion of the development of shophouses on the project land, CCL will be entitled to 20% Development Profit from the sale of the shophouses by GW. Upon a variation agreement, this 20% entitlement was later substituted to cash payments. Thus, the net effect of the JVA (with variation) was that CCL relinquishes (while GW accepts) proprietary ownership or interest over the project land (with shophouses) while CCL shall be paid consideration in the form of cash payments. This transfer of proprietary rights over the shophouses was further evinced by the execution of a Power of Attorney by CCL to allow GW to deal with the shophouses.

[4] Additional or collateral to the JVA, a