JUDGMENT

Hamid Sultan Abu Backer JC:

[1] This is my judgment in respect of the defendant's appeal (encl. 66) against the summary judgment for the plaintiff granted by the learned deputy registrar on 14 November 2003 pursuant to O. 14 of the Rules of the High (RHC) 1980 . The plaintiff's claim is substantially grounded on a letter dated 22 November 1999 which the plaintiff says is an agreement to the terms of which are enforceable at law. The defendant disputes it on cogent grounds.

[2] The plaintiff's action as pleaded can be summarised as follows:

(a) by the said letter, it was agreed between the defendant and the plaintiff that in consideration of the plaintiff's acceptance to join KRSB as its executive deputy chairman and their mutual understanding and undertaking to cooperate with each other in order to develop tourism in Sabah: (i) the defendant shall offer to the plaintiff one million shares in KRSB at the total consideration of RM1. The said KRSB shares shall be made available to the plaintiff within 30 days from the date of submission of an initial public offer ('IPO') exercise by DBS Merchant Bank of Singapore to the stock exchange of Singapore, (ii) if the IPO exercise is either not successful or not implemented for whatsoever reason before the end of the year 2000, the defendant shall pay to the plaintiff the sum of Singapore dollars S$1,000,000.00 in cash, in lieu of the offer of the said KRSB shares.

Particulars of the Letter

The said letter was issued by the defendant to the plaintiff, and was dated 22-11-1999, bearing the reference CEO/cy/PPSB/001/11.99, and signed by Tan Sri Dr Chen Lip Keong as the president/chief executive officer of and for the defendant. It was also signed and accepted by the plaintiff.

(b) the plaintiff accepted and performed his part of the said agreement. The said IPO exercise was not successful and/or was not implemented before the end of the year 2000. The defendant failed to offer to the plaintiff the said one million shares in KRSB at the total consideration of RM1 in accordance with the said agreement. The said sum of Singapore dollars S$1,000,000 became due and payable by the defendant to the plaintiff on 1 January 2001. Notwithstanding the demand for payment by the plaintiff, the defendant has neglected and failed to pay to the plaintiff the said sum of Singapore dollars S$1,000,000, or any part there of. The plaintiff claims against the defendant the sum of RM2,223,000 being the ringgit Malaysia equivalent of the sum of Singapore dollars S$1,000,000 and/or alternative damages, with interests and costs.

[3] The defendant's defence as put forward can be summarised as follows:

(a) the defendant does not deny its president/chief executive officer ("the defendant's CEO") signing the said letter. However, the defendant says that the said letter was signed based on the representations of the plaintiff to the defendant's CEO that: (i) he should be able to convince the government of Sabah or the relevant authorities to grant the necessary approvals to make the vision of Borneo Resort Karambunai (comprising but not limited to the living museum of Borneo, cultural village, water park, animal park, including the Orang Utan sanctuary) a reality and spearhead its planning, financing and development; (ii) he shall persuade the existing tourism school in Kota Kinabalu to enter into a joint venture with Karambunai Resorts Sdn Bhd (hereinafter referred to as "KRSB") to set up a tourism college for KRSB for which there is already an existing market and clientele in the form of current or future employees of all the various private or governmental tourism related companies or bodies, all of whom he shall woo to enroll their people in the tourism college; (iii) he would secure new flights into Sabah from other airlines and acquire additional and cheaper flights into Sabah from existing airlines; (iv) he shall attract overseas investments into Karambunai to build and develop more tourist attractions and desti