(delivering the judgment of Mohamed Azmi SCJ and himself): Hadayat Harta Holding Sdn Bhd ('Hadayat') entered into an agreement dated 29 August 1981 ('the main agreement') with Ho Shee Jan ('Ho') whereby Hadayat agreed to sell to Ho three lots of land ('the said land') in the Mukim of Jeram Batu which were at that time registered in Hadayat's name under Grants No 5, 6 and 7 for Lots No 3786, 3787 and 3788 respectively, for the price of $330,000, which Hadayat acknowledged to have received, free from all encumbrances and with vacant possession. At that time an application for the subdivision of the lots and for the issue of separate titles for the subdivided lots had been made to the proper authorities, and it was agreed in the main agreement that Hadayat should be the developer and contractor for the construction of all the housing units on the said land as approved by the authorities and that Hadayat should complete the development and construction work at Hadayat's own expense within a period of 30 months from the date of the main agreement or such extended period as Ho may agree. It was further agreed in the main agreement that Hadayat should repurchase the said land for the sum of $580,000. It was provided that time shall be the essence of the agreement, but no time was fixed for the completion of the repurchase of the said land by Hadayat. There are other terms in the main agreement, which in our opinion are not important for the purpose of the consideration of this appeal.

Eventually subdivision of the said land into 156 subdivided lots was completed and separate titles were issued in respect of the subdivided lots. The following are the titles issued: HS(M) 685 to HS(M) 812 for PTD 4435 to PTD 4562 respectively, and HS(M) 813 to HS(M) 840 for PTD 4563 to PTD 4590 respectively.

Although Ho paid the purchase price in full the said land or the subdivided lots thereof have not been transferred to Ho and Hadayat's name remains as the registered owner. On 9 April 1985 Ho applied to the Collector of Land Revenue to enter caveats against 23 of the subdivided lots, ie the lots under HS(M) 818 to HS(M) 839 for PTD 4568 to PTD 4580 respectively and HS(M) 814 for PTD 4564. In his statutory declaration supporting the application Ho stated his interest in the subdivided lots as a purchaser and attached to it a copy of the main agreement. Caveats were accordingly entered against these lots, and subsequently Hadayat applied to the High Court for an order to remove the caveats. On 19 November 1987 the High Court granted the order for removal and further ordered that damages be assessed and awarded to Hadayat. The present appeal before the Supreme Court is brought by Ho against that decision of the High Court.

Ho's contention is that Hadayat has not completed the repurchase of the said land as agreed in the main agreement and he is still the owner, and as the subdivided lots are still registered in the name of Hadayat, caveats are necessary to protect his interest. On the other hand Hadayat contends that the repurchase has been completed and it has become the owner and Ho has no more caveatable interest in the said land. Hadayat filed two affidavits in support of its application, and Ho filed two affidavits to oppose it. In his second affidavit Ho made some corrections to his first affidavit. It is not disputed by the parties that Hadayat had paid Ho a total sum of $360,000 towards the repurchase price of $580,000. Also it is not disputed that the balance sum of $220,000 has become the subject matter of subsequent transactions between the parties, of which $120,000 was in respect of one transaction and $100,000 was in respect of another transaction. But there is a dispute as to the effects and the results of the subsequent transactions.

We shall deal with the balance sum of $120,000 first. Hadayat's director stated in his second affidavit dated 6 September 1986 as follows:

The respondent (Ho) chose to pay $120,000 to applic