The abandonment of original agreements occurs through conduct and acceptance of alternative arrangements, negating claims based on the rescinded contract.

Table of Content
1. validity of spas and plaintiffs' claim for performance. (Para 22 , 23 , 25)
2. arguments regarding refund and joint liability. (Para 30)

(i) Deposits of RM12,672,016.00 which was paid by the plaintiffs to the defendants be returned by the defendants to the plaintiffs within 30 days from the judgment date;

(ii) Interest of 5% per annum on the said amount from 18 April 2016 until realization;

(iii) Compensation to the plaintiffs pursuant to s 18 of the Specific Relief Act 1950 to be assessed by the Deputy Registrar and the defendants are entitled to set off from such compensation all costs and expenses incurred for changing a 7½ storey building to a 15 storey building; and

(iv) Costs of RM5,000.00 subject to allocator.

[20] The defendants appeal against the decision of the learned High Court Judge. After hearing submissions from both parties and the written submissions, unanimously we find merits in the appeals by the defendants. We allowed the appeals and set aside the order of the learned High Court Judge. Herein below are our reasons for our decision.

B. Issues

[21] The learned High Court Judge had tabulated several issues which were to be determined, most of which are overlapping. Essentially the main issues are as follows:

(i) Whether the SPAs 2007 and the Supplemental Agreement both dated 9 November 2007 are still valid and binding;

(ii) Whether the plaintiffs failed or refused to sign the JVA for the 15 storey building;

(iii) Whether the plaintiffs (My Influx Sdn Bhd & Cascade Mission Sdn Bhd) are entitled to lodge a caveat on D2's land;

(iv) Whether the plaintiffs are entitled to claim for compensation pursuant to s 18 of the Specific Relief Act 1950; and

(v) If compensation to the plaintiffs is allowed, whether the defendants are entitled to a set off from such compensation, costs and expenses incurred for the SPA and changing the 7½ storey building in the SPAs 2007 to a 15 storey building.

C. Findings Of The Learned High Court Judge

C.1. Whether The SPAs 2007 And The Supplemental Agreement Both Dated 9 November 2007 Are Still Valid And Binding:

[22] The learned High Court Judge found that the evidence that was presented to the Court do not support the position taken by the defendants that the SPAs 2007 were no longer valid. It was established that it was a mutual decision by the parties to develop the 15 storey project, and in pursuance thereof, a JVA was drawn up, which was never executed. The only executed agreement between the parties were the SPAs 2007 and the Supplementary Agreement. Therefore it remained a 7½ storey building. The nature of the agreement for the 15 storey building was no longer a sale and purchase agreement but a JVA with different terms and conditions.

C.2. Whether The Plaintiffs Failed Or Refused To Sign The JVA For The 15 Storey Building:

[23] There is no evidence that the plaintiffs had failed to sign the Agreement for the 15 storey building. The evidence adduced showed that it was the defendants who were dragging their feet in execution of the JVA for the 15 storey building.

[24] There is credible evidence that the director of the defendants are actively trying to take the project "private" and seeking outside funds to "buy out" the plaintiffs.

C.3. Whether The Plaintiffs (My Influx Sdn Bhd & Cascade Mission Sdn Bhd) Are Entitled To Lodge A Caveat On The D2's Land:

[25] The learned High Court Judge found that the plaintiffs have a caveatable interest in the land. The learned High Court Judge in her grounds said that she concurred with the submission by the plaintiffs without elaborating further. As such, there shall be no order of damages against the plaintiffs.

[26] The plaintiffs in their submission said that the defendants have not shown in the pleadings and oral testimony why the caveats ought to be removed. Whereas the plaintiffs in their application for the caveat have stated why the private caveats were lodged and unless successfully challenged under the provisions of the National La

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