NH Chan JCA:

The Background

On 14 August 1992 the respondent (plaintiff) agreed to purchase two shophouses from the appellants (defendants) for RM1,879,200. A sum of RM187,920 (10% of the purchase price) was paid by the respondent to the appellants (cl. 3 of the sale and purchase agreement). The date for completion of the contract was stated in cl. 2 to be not later than three months from 14 August 1992 (the date of the agreement). The balance of the purchase price (RM1,691,280) was to be paid by the completion date (cl. 4.1). Time wherever mentioned shall be of the essence of the agreement (cl. 16).

On 13 November 1992, the respondent's solicitors wrote to the appellants' lawyers for an extension of time of two months to pay the balance of the purchase price. Clause 4.2 states:

4.2 Provided Always that the vendors shall on the written request of the purchaser made at any time prior to the expiration of the completion date grant to the purchaser an extension of time of a further period of two (2) months (hereinafter called the extended date) commencing from the date following immediately next after the expiration of the completion date to enable the purchaser to pay to t