Hashim Hamzah JCA:

Introduction

[1] For ease of reference, parties in the present appeal shall be referred as they were before the High Court .

[2] This is the Defendant's appeal against the decision of the learned Judicial Commissioner ("JC"), who allowed the Plaintiffs' claim after a full trial.

Background Facts

[3] The Defendant is the registered owner of the eight plots of land situated in the Mukim Ayer Panas, Daerah Jasin, Malacca ("the said Land"). The Defendant had obtained a loan from Malaysian Building Society Berhad ("MBSB") in 1997 to purchase the said Land. In return, the said Land was charged to MBSB as security for the loan granted to the Defendant.

[4] Sometime in 1999, the Defendant had publicised its intention to develop the said Land into a luxurious golf resort known as Bandar Golden Valley Golf Resort ("the said Project") through the issuance of flyers, brochures and advertisements in newspapers. The said Project was supposed to be jointly developed with MBSB Development Sdn Bhd ("MBSBD").

[5] The Plaintiffs entered into their respective Sale and Purchase Agreements ("SPAs") with the Defendant to buy the respective bungalow plots in the said Project. These SP