The court clarified that a party cannot claim negligence after affirming a contract, as losses were due to their own financing failures.

[1] This is an appeal against the decision of the High Court at Kuala Lumpur delivered on 10 July 2015 after a full trial. The written grounds of judgment of the learned judge is dated 12 April 2016. The High Court had allowed the respondent's claims for professional negligence. The defendants were found jointly and severally liable for negligence and the plaintiffs were awarded special damages of RM190,000.00 and general damages of RM2 million together with interest and costs fixed at RM30,000.00.

[2] This appeal was heard on 15 August 2016. After hearing the parties and taking into consideration the written submissions, we allowed the appeal and set aside the order of the High Court. Our reasons for doing so now follow. For convenience, the parties will be referred to as they were in the High Court.

Background Facts

[3] The relevant facts giving rise to the civil suit can be stated as follows. The 1st plaintiff is the husband of Lim Ah Kim, the 2nd plaintiff. On 5 August 2013, after this suit was filed, Lim Ah Kim passed away due to cancer. The 1st plaintiff duly obtained the grant of probate for his late wife's estate. The pleadings were accordingly amended to substitute the 1st plaintiff for the 2nd plaintiff in his capacity as representative of the estate.

[4] The 1st defendant was a legal firm. It had two partners, the 2nd and 3rd defendants. The firm has since been dissolved on or around February 2015. At the material time, the 2nd and 3rd defendants operated separate branches and were not involved in each other's practice.

[5] Sometime in 2005, the plaintiffs appointed the 1st defendant to prepare a sales and purchase agreement ("SPA") for a property known as No 1, Botanic Villa, Jalan 1, Kenyalang 11/6, Kota Damansara, Selangor Darul Ehsan ("the property"), whereby the plaintiffs were the purchasers of the said property for a purchase price of RM2,200,000.00.

[6] The plaintiffs concluded the SPA with the vendor on 10 January 2005. In consideration, the plaintiffs paid a sum of RM190,000.00 as deposit to the vendor. The 1st defendant took steps to implement the SPA, inter alia, by obtaining the consent to transfer the property, submitting the memorandum of transfer for adjudication, and advising the plaintiffs of the timelines. After the 1st defendant obtained the consent to transfer the property, the plaintiffs were informed of the completion and the extended completion dates of the SPA, namely, 26 May 2006 and 26 June 2006 respectively.

[7] Meanwhile, the plaintiffs had applied for a loan from a bank to finance the purchase of the said property. The said bank, Bumiputra Commerce Bank (now CIMB Bank) ("the bank"), had made several offers to the plaintiffs in respect of their applications. While initially, the plaintiffs had obtained a letter of offer for a loan facility in 2004, the plaintiffs sought for a variation of the terms and conditions imposed by the bank after the plaintiffs concluded the SPA on 10 January 2005. Thereafter, there were various amendments to the bank's letters of offer, and finally a mutually approved terms and conditions for the facility was reached between the plaintiffs and the bank sometime on 30 June 2006.

[8] This meant that the plaintiffs had failed to secure a bank loan to pay the balance purchase price within the stipulated time period to complete the SPA. Unfortunately for the plaintiffs, the vendor did not agree to grant any further extension of time to the