Azhar Ma'ah J:

In this case, the plaintiff entered into two separate sale and purchase agreements, both dated 27 June 90 for purchase of two units of shoplots ie, Units No. B 51 and B 52 respectively at Second Floor, Centre Point, Kota Kinabalu from the defendants. All terms and conditions in the said agreements are similar and identical.

As separate strata titles to the premises in the shopping complex have yet to be issued the defendant as developer of the project has deemed it necessary to attach a condition in the agreements whereby the purchaser shall not dispose of the premises without the prior consent of the developer. Further upon consent being given for the said disposal the purchasers are required to pay to the developer an administrative charge of a sum equal to one per centum of the purchase price or RM10,000 whichever is the greater together with other costs and expenses. This requirement is reflected in cl. 6(9) of the agreement which provides:

Until issue of a subsidiary title to the premises and a transfer thereof to the Purchaser, the Purchaser shall not under any guise or pretext whatsoever sell, transfer, assign or nominate or attempt to sell, transfer,