Introduction

[1] This is an appeal from the whole of the majority judgment of the Court of Appeal that upheld the judgment of the High Court after a full trial of the matter that arose out of a contractual dispute. This appeal also raises the important question of restitutionary remedy and the law of unjust enrichment, originally also called the law of restitution.

[2] We will describe the parties in this judgment as they appear in the High Court, namely the appellant as the defendant and the respondent as the plaintiff.

[3] The subject matter of the dispute between the parties revolved around the termination of a sale and purchase agreement for a parcel of land ("the land"), where the registered proprietor Atlas Housing Sdn Bhd ("the plaintiff ") was the vendor and Dream Property Sdn Bhd ("the defendant") was the purchaser. By a sale and purchase agreement dated 19 November 2004 ("the SPA"), the defendant agreed to purchase the land measuring approximately 14.4 acres and known as Grant No 101840 Lot 325 Mukim Simpang Kanan in Batu Pahat, Johor at the price of RM33.5 million from the plaintiff with the plan of developing it into a commercial complex. A fully functio