Ian HC Chin J:

Introduction

This is an appeal against the decision of the learned Sessions Court judge handed down on 30 July 1997 by which he dismissed the claim of the plaintiff Chan Sia Hock ("the appellant") and hence this appeal by him.

Facts Of Case

The appellant on 12 May 1993 entered into an agreement with C & C Group Sdn Bhd ("the 1st respondent") for the sale and purchase of the goodwill of a music lounge business and of the equipment, fixtures, fittings and chattels for the sum of RM60,000 which was to be paid (a) RM5,000 as deposit on the signing of the agreement and (b) eleven monthly instalments of RM5,000 beginning one month from the date of the agreement. The purchase price is also stated to include the various deposits held by the authorities concerned for the supply of water, electricity and telephone services, the right to the refund of which was given to the appellant. It is only upon full payment of the purchase price that the appellant would "execute a registrable memorandum of transfer of the business name in favour of" the 1st respondent. The 1st respondent was allowed to commence business, by taking over the premises and the said equipment, fittin