The agreed facts

In 1971 the 1st plaintiff applied for state land ("the said land") in Tawau for commercial development and was approved for 21 acres only by the Chief Minister's office. The period granted was 99 years subject to the terms and conditions stipulated in the letter of offer dated 13 July 1971.

By letter dated 8 August 1973, the Director of the Land and Survey Department confirmed alienation of the said land for 99 years but the sites for open spaces, car parks, road and market square ("the car park and open space") thereon shall be leased for 5 years only commencing on 1 January 1972.

A provisional lease No. 106290831 was then issued by the State Government ("the Government") for an area measuring 31.50 acres and valid only from 1 January 1972 to 31 December 1978. The terms expressly required the 1st plaintiff to surrender back to the Government the car park and open space after development of the said land.

When the 1st plaintiff surrendered the provisional lease for subdivision, the Government issued to the 1st plaintiff TL No. 107522985 measuring 18.11 acres for the purpose of a car park and TL No.107523008 measuring 3.12 acres for the purpose of a road reserve