A conditional contract is valid when its terms are clear, and the parties must fulfill specific conditions for it to become binding, such as payments and execution of agreements.

[1] Before us are two appeals which emanated from two civil suits, namely Civil Suit No MT3-22-421-2003 (suit 421) and Civil Suit No MT3-22-422 -2003 (suit 422) which were heard together by the learned judge as the factual matrix was the same except that in suit 421 the plaintiff is Nippon Express (M) Sdn Bhd and in suit 422 the plaintiff is Nittsu Transport Service (M) Sdn Bhd.

[2] The High Court after a full trial dismissed the plaintiffs' claims which resulted in these two appeals by the plaintiffs/appellants which we also heard together on 30 January 2013. After giving due consideration to the respective submissions from counsel, we allowed the appeal for reasons which are set out below.

Background Facts

[3] The appellant/plaintiff in appeal B-02-79-01-2012 is Nippon Express Malaysia Sdn Bhd while the respondent/defendant is Che Kiang Realty Sdn Bhd. In Appeal No: B-02-135-01-2012, the appellant/plaintiff is Nittsu Transport Service (M) Sdn Bhd while the respondent/defendant is Che Kiang Realty Sdn Bhd.

[4] In this judgment and for convenience the appellants will be referred to Nippon and Nittsu respectively when the circumstances require it.

[5] The appellants on 5 June 1997 respectively signed two Purchase Forms and Offer to Purchase to purchase from the respondent two pieces of industrial land at the respective purchase price of RM3,937,863.00 (Lot L1-1-013 - Nippon land) and of RM3,891,210.00 (Lot L1-1012- Nittsu land) (collectively to be referred as the two lands). It is a term of the agreements that the respondent shall construct the infrastructures for the two lands and deliver vacant possession of the same within 30 months from the date of the agreements.

[6] The appellants had also on the same day paid the first 5% of the purchase prices of RM196,893.16 (Nippon land) and RM194,560.52 (Nittsu land) and agreed to pay the balance of 10% of purchase price within 14 days from the date of the Purchase Forms.

[7] On 11 June 1997 the solicitors of the appellants wrote to the respondent for copies of the sale and purchase agreement. On 12 June 1997, copies of the agreement were forwarded to the appellants' solicitors for execution by Nippon and Nittsu.

[8] On 18 June 1997, the appellants requested certain amendments to the terms and conditions of the sale and purchase agreement and also on 19 June 1997 requested for the postponement of payment of the balance 5% of the purchase price for both lands until such time that the terms and conditions of the sale and purchase agreement have been mutually agreed.

[9] The requested amendments were agreed to on 19 July 1997 subject to the following terms:

"Save and except for the amendments specifically agreed by us as mentioned above, all your other proposed amendment are not acceptable to us. We further wish to reiterate that no variations, amendments, additions and/or deletion are to be made to the terms and conditions of our sale and purchase agreement and that this letter shall suffice to recognise any variations, amendments, additions and/ or deletion agreed by us. Kindly therefore forward to us the sale and purchase agreement duly executed by your client together with the balance of the 1st 10% of the purchase price within 7 days from the date hereof."

[10] The appellants through their solicito