Lord Diplock (delivering the judgment of the Board):

This, on the face of it, was a very simple case, well suited to be disposed of under the summary procedure which is available in Malaysia, as it is in England, for enforcing solicitors' undertakings. The undertaking which the appellant (herein referred to as "the vendor") seeks to have enforced was given by the respondent (herein referred to as "the solicitor") - in connection with the sale of five parcels of land in Kedah to clients of the solicitor herein referred to as "the purchaser"). The essential facts about the sale can be stated briefly.

The vendor was the registered proprietor of the land which was subject to a registered charge in the sum of $150,000. On 2 August 1973 he agreed to sell the land "free from all encumbrances whatsoever" to a Mr. Andawan who later, with the vendor's consent, assigned the benefit and burden of the contract to the purchaser. The price was $369,768 of which $36,976 was paid as a deposit, the balance being payable on completion which was stated to be on or before 1 February 1974.

On 6 March 1974 the solicitor gave to the vendor a written undertaking in the following terms:

To M/s. T. Damodaran s/o P.V. Raman, No. 4211, Sungei Nyor Road,

Butterworth

Re: Sale of lands held under Grant Nos 31020 for Lot 1003, 16830 for Lot 141, 16831 for Lot 142, 16832 for Lot 143, 16833 for Lot 144, all in the Mukim of Sg Pasir, District of Kuala Muda.

This is to confirm that the sum of Ringgit Three hundred and thirty-two thousand, seven hundred and ninety two ($332,792) being the balance of the purchase price of the above-said lands has been deposited with us and that the said sum will be released to you upon the transfer of the said lands being duly registered in the name of the Purchaser Messrs Syarikat Alor Merah Sdn. Bhd. or their nominee, nominees or assigns. Dated this 6th day of March 1974.

Out of the monies referred to in this undertaking, the solicitor paid off the charge of $150,000, and on 16 April 1974 the vendor obtained the registration of the purchaser as registered proprietor of the land. On 23 April 1974 the solicitor sent to the vendor his firm's cheque for the balance of $182,200. On 27 April, however, the cheque was stopped, and payment was not made.

The terms of the solicitor's undertaking are clear, unqualified and unequivocal. The event on the happening of which the money was to be paid took place on 16 April 1974, when the transfer of the lands was "duly registered in the name of the purchaser Messrs Syarikat Alor Merah Sdn. Bhd." The failure to pay the balance of $182,200 is, on the face of it, a plain breach of the undertaking. There would seem to be no reason why in the instant proceedings, commenced on 30 July 1974, by originating summons against the solicitor to enforce the undertaking, the vendor should not recover judgment for the balance of $182,200 with interest from 16 April 1974.

Syed Agil Barakbah J before whom the originating summons was heard, initially in chambers, did on 7 December 1974 order the solicitor to pay forthwith to the vendor the sum of $182,200 with interest at 12% per annum from 16 April 1974; but no order to this effect was then drawn up because the case was adjourned for further argument. As a result of further argument, instead of ordering payment to the vendor the learned Judge, by order of 14 July 1975 ordered the solicitor to pay the money with interest thereon "into Court as deposit".

On appeal to the Federal Court the Judge's order for payment into Court instead of to the vendor was upheld by a majority (Suffian LP and Wan Suleiman FJ; Ali FJ dissenting). The order was varied as respects the award of interest, but it is not necessary to go into this for the purpose of the instant appeal. Ali FJ would have ordered payment of $182,200 direct to the vendor with interest at 6% from 20 August 1976 to date of payment. What has complicated this comparatively simple case and led to th