Wan Hamazh J:

The plaintiffs caused a specially indorsed writ to be served on the defendants, claiming against the first defendant for an order of specific performance of an agreement dated 21 March 1975 whereby the first defendant agreed to buy from the plaintiffs 557,779 shares in Perforated Plates Sdn. Bhd. for $780,890.60, of which a sum of $78,089 had been paid as a deposit and claiming against the second defendant (as guarantors) for the balance of the purchase price which has not been paid amounting to $702,801.60, with interest. The plaintiffs now apply for judgment, contending that there are no triable issues. The defendants oppose the application. They do not dispute the facts alleged in the statement of claim, but they raise certain legal issues which they say can be disposed of only by trial. I find that it is not necessary to hold a trial to dispose of the legal issues raised, and that all of the legal issues can be disposed of now on the basis of the facts which have been placed before the Court and which are not disputed by the parties.

The agreement contains the following clause (cl. No. 5):

The purchaser agrees and undertakes to ensure that by or before the completion of the purchase of the said shares the vendors are released as guarantors for the company under the guarantee duly executed by them and Dr. Low Kok Kong and Mr. Sit Hin Kin in favour of Malaysian Industrial Development Finance Bhd. and dated 2 May 1974 (hereinafter referred to as 'the First Guarantee Agreement') and also to ensure and undertake the release of Lim Kay Tiong and Lim Kay Kok as guarantors for the company under the guarantee duly executed by the said Lim Kay Tiong and Lim Kay Kok in favour of Malaysian Industrial Merchant Bank and dated the day of (hereinafter referred to as 'the Second Guarantee Agreement') and also to ensure and undertake the release of Lim Kay Kok and Lim Kay Hua under the guarantee duly executed by the said Lim Kay Kok and Lim Kay Hua, Low Kok Kong and the purchaser in favour of Messrs Balfour Williamson and dated 3 September 1973 (hereinafter referred to as 'the Third Guarantee Agreement').

The agreement also contains the following clause (cl. No. 6):

The vendors hereby agree that the said shares and transfer deeds shall be delivered to the purchaser by Messrs Ong Swee Keng & Co. on or before the date of completion against payment by the purchaser to Messrs Ong Swee Keng & Co. of all monies due under this Agreement and also the confirmation from Messrs Malaysian Industrial Development Finance Bhd. and Malaysian Industrial Merchant Bank and Balfour Williamson that the vendors, the said Lim Kay Tiong, Lim Kay Kok and Lim Kay Hua are duly released from their liability as guarantors under the First, Second and Third Guarantee Agreements.

It is not disputed that there is no confirmation from Malaysian Industrial Development Finance Bhd, Malaysian Industrial Merchant Bank or Balfour Williamson that the plaintiffs have been released from liability as guarantors under the three guarantee agreements. In fact it is not disputed that the plaintiffs have not been so released. Counsel for the defendants argued that release from the guarantees and confirmation of the release are conditions precedent, and since these conditions precedent have not been complied an order of specific performance cannot be made. I do not agree with this contention. It is the undertaking and obligation of the first defendant to procure for the plaintiffs release from the guarantees, and because the first defendant has failed to do so the plaintiffs could, if they wish, ask the Court to direct the first defendant to perform this undertaking. Under the agreement, to procure release from the guarantees is not a condition precedent to be complied by the plaintiffs. In their affidavits the defendants have not alleged any excuse or justification for the first defendant's failure to obtain release from the guarantees, and therefore it is not