Abdul Malik Ishak J:

Enclosure one (1)

This was a summons in chambers filed by the plaintiffs for the following prayers:

1. A declaration that the Defendant has breached the terms of the Sale and Purchase Agreement dated 15.3.96 and that the 1st Plaintiff has rightfully terminated/rescinded the said Sale and Purchase Agreement viaa letter dated 13.2.2001 or whichsoever date the Honourable Court finds just and fair or in the alternative declaration that the Sale and Purchase Agreement is hereby rescinded due to the breach of contract by the Defendant;

2. The Defendant is to refund the entire monies paid pursuant to (the) Sale and Purchase Agreement amounting to RM816,696.00 that was paid by the Plaintiffs;

3. The Defendant to pay special damages amounting to RM109,615.18 (the full details of which are contained in the supporting Affidavit), or in the alternative special damages to be assessed by the Honourable Court;

4. The Defendant to pay general damages that is to be assessed by this Honourable Court;

5. The Defendant to pay interest at the rate of 8% per annum on the sum in para (2) above from 10.9.98 (date of breach) till full settlement;

6. The Defendant to pay interest at the rate of 8% per annum on the sum in para (3) from the date of filing of Originating Summons till full settlement;

7. The damages as contained in paras 2, 3, and 4 above is to be used to redeem the charge from the Second Plaintiff;

8. All further and other reliefs.

And the facts may be stated as follows. Pursuant to a sale and purchase agreement dated 15 March 1996, the first plaintiff agreed to purchase from the defendant a piece of property known as suite no: 1202, Tower No: B, Wisma Pantai, Kuala Lumpur (hereinafter referred to as the said "property") for the purchase price of RM816,696 subject to the terms and conditions as contained in the sale and purchase agreement (hereinafter referred to as the said "agreement"). Credit facilities were extended by the second plaintiff - RHB Bank Berhad, to the first defendant and so, pursuant to a loan agreement cum deed of assignment dated 6 December 1996 the first plaintiff had assigned all its rights to the said agreement to the second plaintiff absolutely.

The relevant terms and conditions of the said agreement which the defendant represented to the first plaintiff were:

(1) by way of s. 2.04 of the said agreement where it is stipulated that:

The Building Plans for the development of the shop office with the normal amenities and services upon a portion of the said land have been approved by the Appropriate Authority.

(2) by way of s. 1.01 of the said agreement where it defines "suite" to mean "the unit of shoplot/office premises the particulars of which are stated in s. 3 of Schedule A hereto which the vendor has by this Agreement agreed to sell to the Purchaser which for the purpose of identification is outlined in red in the Floor Plan annexed hereto as Appendix II." Now, s. 3 of Schedule "A" states as follows:

3. Particulars of the suite(s) Suite No: 1202

Tower No: B measuring in

Area Approximately 1,592 sq. ft.

So, the first plaintiff contracted to purchase the said property at the purchase price of RM816,696 and the said property measured in area approximately 1,592 square feet with the Building Plans having been approved by the Appropriate Authority. It was as simple as that.

The defendant also offered the first plaintiff an option scheme known as the "Guaranteed Rental Return Scheme" wherein the defendant, inter alia, guaranteed the return of the rental amounting to 10% of the sale and purchase price for a period of six years. But the first plaintiff did not exercise the said option because the first plaintiff purchased the said property for "owner occupancy". The first plaintiff was desirous of occupying the said property and this fact was made known to the defendant and clearly this was within the defendant's knowledge.

Acting upon the terms and conditions of the said agreement, the firs