Gopal Sri Ram JCA:

This appeal is directed against the judgment of Clement Skinner J in the High Court at Kuching, Sarawak granting the plaintiff, the chargee, an order for sale over the defendant's land. The facts are not in dispute and have been admirably dealt with by the learned judge.

By memorandum of charge dated 31 January 2000 the defendant charged its lands held under Lots 394, 395 and 396 to the plaintiff to secure a fixed loan of RM1,620,000 and an overdraft of the same amount. The annexure to the charge contains a cl. 30 which reads as follows:

It is hereby agreed between the Chargor and/or the Customer and the Chargee that this Charge shall in addition to the terms and conditions herein be subject to the express conditions, if any, set out in the Chargee's Letter of Offer and in the event of any conflict, discrepancies of variance the express conditions set out in the Chargee's Letter of Offer shall prevail.

This clause necessitates us to refer to the relevant paragraph of the letter of offer dated 6 May 1997. That paragraph reads as follows:

Notwithstanding the provisions relating to the rate of interest as hereinafter provided the Bank shall be entitled at a