Abdul Malek Ahmad FCJ:

The facts are not exactly in dispute. The respondents entered into a sale and purchase agreement with the developer on 12 November 1994 to purchase a shop unit, No. D-7/08, 8th Floor, Block D, measuring 1,497 square feet in the Phileo Promenade, the Corporate Park in Kuala Lumpur, at RM449,100. To finance the purchase, the respondents obtained a term loan of RM359,000 from the appellant.

The loan agreement cum assignment was entered into on 3 January 1996 under which the respondents' rights, title and interest under the sale and purchase agreement were absolutely assigned to the appellant. On the same date, the two respondents executed a joint power of attorney in favour of the appellant which was registered in the High Court on 15 January 1996.

The individual strata title has not been issued since and although the loan was fully disbursed by the appellant, the respondents had defaulted on the monthly payments. Consequent to the default, the appellant demanded repayment of the balance of the loan amount on 11 November 1997.

As there was no response from the respondents, the appellant's solicitors sent a letter dated 31 December 1997 terminating the r