The conditional nature of agreements requires essential consents to be valid, affecting a party's standing in court.

[1] This is an appeal by the appellant (the defendant in the High Court) against of the decision of the High Court of Kuala Terengganu dated 10 April 2015 made after a full trial, which allowed the plaintiff 's claim against the defendant with costs of RM15,000.00 and with a further order for both the special and general damages to be assessed by the Deputy Registrar.

[2] We heard this appeal on 21 October 2016. After hearing the respective parties we adjourned the matter for our consideration and decision.

[3] We now give our decision and the reasons for the same.

[4] We will refer to the parties as they were described in the High Court.

Brief Background Facts

[5] The salient facts are elucidated from the pleadings, judgment of the learned High Court Judge and the submissions of the respective parties. In order to save judicial time, the facts as highlighted in the above-mentioned documents are adopted herein with and/or without modifications.

[6] The State Government of Terengganu (the State) intended to redevelop Pekan Cabang Tiga in Kuala Terengganu (the said Project).

[7] The defendant submitted a proposal to the State to redevelop Pekan Cabang Tiga in two phases respectively as follows:

(1) "Bangunan Strata Ruang Perniagaan 4 Tingkat Blok A dan Blok B serta tempat letak kereta sub-basement which was known as Kompleks Mesra Rakyat" ("Kompleks Mesra Rakyat") (Phase 1); and

(2) "5 Blok Bangunan 2 Tingkat Ruang Perniagaan Di Atas Laluan Air Sungai" which was known as Plaza Riveria ("Plaza Riveria") (Phase 2).

[8] On 3 March 2004, the State agreed to accept the defendant's proposal to undertake the said Project. The approval for the same was stated in the State Exco Meeting dated 3 March 2004 (see Preamble A at p 501 of Appeal Record 2A (AR 2A)).

[9] On 21 March 2004, the defendant and EDV Landmark Sdn Bhd ('EDV') entered into an agreement known as 'Perjanjian Pembangunan Cabang Tiga' ('the Principal Agreement') and pursuant to the Principal Agreement, EDV was appointed by the defendant to carry out the said Project (see exh P-3A at pp 499-545 of AR 2A).

[10] EDV intended to assign its rights and liabilities under the Principal Agreement to the plaintiff. EDV and the plaintiff then signed a Memorandum of Understanding dated 6 November 2005 ("MOU") (exh P-2) subject to the following conditions:

(1) The assignment of EDV's rights and liabilities to the plaintiff must be with prior consent of the State and the defendant (see MOU-Condition 1 of AR 2A at p 493);

(2) After the consent of the State and the defendant had been obtained EDV and the plaintiff must execute an assignment agreement to reflect the assignment of rights and liabilities (see Terms No 2, 3 & 4 of the MOU at p 493 of AR 2A); and

(3) In the event the plaintiff failed to obtain the consent of the defendant and the State by 31 January 2006 or any extended period as agreed by the respective parties to the MOU, the MOU would become void automatically (see Term No 5 of the MOU at p 494 of AR2).

[11] On 18 December 2005, EDV and the plaintiff signed an agreement to allow EDV to assign its rights and liabilities under the Principal Agreement to the plaintiff ("18 December Agreement") subject to the following conditions:

(1) The consent of the defendant and the State pertaining to the proposed assignment of rights and liabilities of EDV under the Principal Agreement to the plaintiff (see Condition No 1 of the 18 December Agreement at pp 134-135 of AR Jilid 1 Part A);

(2) EDV and the plaintiff would sign an absolute assignment agreement for EDV to assign all i