Mokhtar Sidin JCA:

[1] In this appeal, the appellant (the plaintiff in the court below) sought the following reliefs:

1. A declaration that the Memorandum of Understanding (MOU/P28) dated 12 December 1992 entered into between the parties, is a valid and binding contract.

2. Specific performance by the defendant of the MOU.

3. An injunction restraining the defendant or its agents from taking any steps to call in new tenders for the development of the defendant's subject land described as Lot 166, Section 1, Georgetown (hereinafter referred to as "the subject land").

4. An injunction restraining the defendant to develop or award any contract for the development of the subject land.

5. Where an award to develop the subject land had been given to another party an injunction to stop the defendant from taking any steps in the development of the subject land.

The High court dismissed the appellant's claim and being dissatisfied with that decision, the appellant appealed to this court. The facts:

[2] The respondent, the Indian Association, Penang (hereinafter referred to as "the Association") is a non profit organisation and was incorporated on 23 April 1924 under the Companies Ordinance 1