Arifin Zakaria JCA:

[1] The subject matter of the dispute in this case is a piece of land measuring 997 acres bearing title deed CL 085311075, situated at Sungai Ruku-Ruku, Labuk/Sugut, Sabah (the subject land). The learned Judge had meticulously set out the relevant facts in his Judgment which for convenience are reproduced below:

One set of chronology of events which are not in dispute are as follows:

(a) On 1 February 1989 the 2nd and 3rd Defendants entered into a Sale and Purchase Agreement with the 2nd Plaintiff in respect of the subject land with a consideration of RM100,000.00;

(b) On 1 February 1989 the 2nd and 3rd Defendants also executed a Power of Attorney thereby appointing the 2nd Plaintiff as their attorney;

(c) A supplementary Agreement was also entered into between the 2nd and 3rd Defendants and the 2nd Plaintiff on 6 March 1989;

(d) Pursuant to his appointment as the attorney for the 2nd and 3rd Defendants, the 2nd Plaintiff signed the draft title of the subject land on 14 August 1989;

(e) On 15 January 1993 the 2nd Plaintiff sold the subject land to the 1st Plaintiffs Vide a Sale and Purchase Agreement on even date at the price of RM185,630.00;

(f) And on the same date, ie, 15 January 1993 the 2nd Plaintiff executed a Substitution under a Power of Attorney in favour of the 1st Plaintiffs;

(the foregoing transactions are hereinafter collectively referred to as "the transactions");

(g) Upon payment of the premium to the relevant authority the title deed for the subject land was issued and registered on 16 September 1994;

(h) Upon issuance of the issued document of title the 1st Plaintiffs took possession of it; and

(i) On 15 May 1997 the 1st Plaintiffs finally managed to transfer the subject land to their name, having earlier on being impeded by the presence of caveat lodged by the 1st Defendants against the title of the subject land. It is also pertinent to note that the 1st Plaintiffs as the substitute attorney for the 2nd and 3rd Defendants signed the Memorandum of Transfer for the transferors.

The other set of events are as follows in chronological order:

(i) On 4 October 1978 a Receiving Order and an Adjudication Order were issued upon the 2nd Defendant;

(ii) But on 21 July 1993 both the Receiving Adjudication Orders were rescinded and annulled; and

(iii) On 23 August 1995 the 2nd and 3rd Defendants entered into a Sale and Purchase Agreement with the 1st Defendants for the sale of the subject land to the latter

It is also not in issue that on 28 January 1995 amendments were effected on the title deed of the subject land and thereby allowing the planting of oil palm on the subject land instead of rubber and also to bring it under 75% cultivation by January 1993.

[2] Arising from the above facts the respondents applied to the High Court by way of originating summons seeking among others a declaration that 1st Respondent, is by virtue of the sale and purchase agreement dated 15 January 1993 between 1st Respondent and the 2nd Respondent, entitled to register their name on the title deed of the subject land. The originating summons was converted to a writ action and the parties then filed their respective pleadings. The appellants in their counter claim sought, inter alia, the declarations that:

(1) the 2nd Respondent did not have the power under the Power of Attorney dated 1 February 1989 to enter into the sale and purchase agreement dated 15 January 1993 with the 1st Respondent; and

(2) a declaration that the sale and purchase agreement between the 2nd and 3rd Appellants on the one part and the 1st Appellant on the other part is valid and subsisting and enforceable.

[3] The appellants also prayed for other consequential reliefs. The respondents' application was allowed and hence the reliefs sought for by the appellants naturally were dismissed by the learned Judge. We had earlier dismissed this appeal and we now give our reasons for the same.