Mokhtar Sidin JCA:

In the court below, the appellant was the first plaintiff and the respondent was the defendant. The second plaintiff is not a party to the present appeal. I will refer to the parties as they were in the High Court.

According to the amended statement of claim, both the plaintiffs own in equal share a piece of land held under EMR No. 2155 for Lot No. 1189 in the Mukim and the District of Klang (hereinafter referred to as "the said land"). Some time on 17 December 1974, both plaintiffs entered into a written joint venture agreement (hereinafter referred to as "the agreement") with the defendant to develop the said land into a housing estate. Under the said agreement the second plaintiff was to sell 1/2 of his undivided half (1/2) share of the said land to the defendant for RM26,437. By virtue of that, the defendant became the beneficial owner of an undivided 1/4 share in the said land while the first plaintiff remained the owner of an undivided half (1/2) share of the said land. The title to the said land was then handed over to the defendant in order to facilitate him to carry out the obligations under cl. 5 of the agreement:

(a) to apply for conversion of