Faizah Jamaludin JCA:

A. Introduction

[1] This is an appeal by the Appellant, SPPT Development Sdn Bhd, against the decision of the Kuala Lumpur High Court ("KL High Court") in dismissing its action against the Respondent, Worldwide Plantation Sdn Bhd, in Civil Suit No: WA-22NCVC-293-06/2017 ("Suit 293").

[2] The Appellant is the sub-lessee of the Lands forming part of the Chenderong Concession located in the state of Terengganu Darul Iman, under the Principal Sub-Lease Agreement between it and Tis 'Ata Ashar Sdn Bhd.

[3] In 1999, pursuant to a sale and purchase agreement dated 7 December 1999 between the Appellant and the Respondent ("SPA"), the Appellant sold to the Respondent the whole of the unexpired term of the sub-lease under the Principal Sub-Lease Agreement on an "as is where is" basis for the sum of the RM4,000,000.00. The terms "Lands", "Chenderong Concession", "Original Lease Agreements" and "Principal Sub-Lease Agreement" are defined in the body of this judgment.

[4] In 2001, the Appellant filed Suit No 22-13-2001 ("Suit 13") in the Kuala Terengganu High Court ("KT High Court"), where it sought, inter alia, for a declaration that the SPA be terminated and that it is