Abdul Malik Ishak J:

By a sale and purchase agreement dated 7 September 1993, the applicants as administratrixes of the estate of Goh Keng Hee agreed to sell three pieces of agricultural lands (hereinafter referred to as "lands") categorised as:

(a) EMR 612 Lot 947 measuring 8 acres. 0 rood. 20 poles;

(b) EMR 595 Lot 930 measuring 4 acres. 2 roods. 10 poles; and

(c) EMR 596 Lot 931 measuring 9 acres. 0 rood. 20 poles.

and located in the vicinity of Mukim Plentong, in the State of Johor to the interveners at the price of RM501,687.50. The sale and purchase agreement was entered into between the parties on the strength of a document known as "Authorisation and Agreement" (hereinafter referred to as the "authorisation document") dated 14 August 1993 executed between the applicants and a broker by the name of Tan Yeoh Wah. That authorisation document gave Tan Yeoh Wah an express and irrevocable authority to sell those lands free from encumbrances and with vacant possession subject to certain salient terms and conditions - foremost of which being the following term that appears at p. 3 and which reads as follows:

We further represent and warrant that all (the) beneficiaries of the estate of the deceased have agreed or shall agree to this authorisation and agreement in particular to the payment to you and/or your nominee(s) as stipulated herein.

Section 14 (b) of the Schedule to the sale and purchase agreement states that:

After execution by both parties hereof, the vendor (referring to the applicants) shall apply for the necessary Court Order approving the sale and transfer herein (hereinafter called "the Court Order"). If the Court Order is successfully obtained, the vendor (referring to the applicants) shall deliver a sealed copy of the Court Order to the Purchaser or his solicitors.

The date on which the Purchaser or his solicitors shall have received a sealed copy of the Court Order shall be called "the Notification Date". This agreement is conditional upon the vendor successfully obtaining the Court Order.

and clearly it imposes a duty on the applicants as vendors to obtain a court order to approve the sale and transfer of the lands to the interveners. But the applicants as vendors simply failed to obtain that court order. This prompted the interveners who have paid RM50,168.75 on 8 September 1993 by way of a deposit to file a Civil Suit no: 22-31-1996 and on 20 June 1996 they obtained a High Court Order in chambers ordering the applicants as vendors to apply to the High Court, Johor Bahru for approval to sell those lands to the interveners. Realising their folly, the applicants as vendors now apply vide encl. 3 to this court for an order approving the sale of those lands to the interveners.

The three respondents are the beneficiaries to the estate of Goh Keng Hee and since they were not in the country, at the material time, the sale and purchase agreement contained a clause that the beneficiaries "shall agree to this authorisation and agreement" as set out in the early part of this judgment. In short, the three respondents as beneficiaries must consent to the sale of those lands to the interveners. All the three beneficiaries have filed affidavits and they refused to give that crucial consent and they deposed that the estate duty had been paid on those lands and that no debts were owing. This meant that the beneficiaries are entitled to a distribution of those lands.

There is only one issue to this rather straightforward case and it is this: Must this court protect the rights of the respondents as beneficiaries or give preference to the interveners as purchasers of those lands on the strength of the sale and purchase agreement dated 7 September 1993? This issue brings to the forefront the case of Yap Yoke Luan & Ors. V. Ong Wee Tok & Ors. [1983] CLJ 433 where the beneficiaries there objected to the sale of the land. The facts of that case may be stated thus. There the first and second respondents, as the a