Petitioner Advocates:Cyrus V Das,Low Weng Tchung,Jaden Phoon Wai Ken,Adeline Tan Shu Phing ,Respondent Advocate: Alfred Lai Choong Wui,Toh Mei Swan,Ho Weng Sze,Yew Jing Yi Jonathan Gerard

Certainly. Based on the provided legal document, the key points are as follows:

1. The doctrine of total failure of consideration applies only after a contract has been fully discharged, rescinded, or terminated. It cannot be invoked for ongoing agreements unless the contractual obligations have been completely performed or the contract is otherwise brought to an end (!) (!) .

2. The test for total failure of consideration is whether the promisor has performed any part of the contractual duties in respect of which payment is due, rather than whether the party in default has failed to perform his promise in its entirety (!) (!) .

3. There is a clear distinction between the right to rescind a contract for breach and the right to claim restitution for total failure of consideration. Rescission is only available when there is a fundamental breach or repudiation, not merely partial performance or benefit received (!) (!) .

4. The application of the doctrine of total failure of consideration is limited to cases where there has been a complete failure of the basis or performance for which payment was made. Partial performance or benefits received generally preclude a claim for restitution based on total failure (!) (!) .

5. The conflation of breach or repudiation with the doctrine of total failure of consideration, as seen in some judicial developments, is erroneous and undermines legal certainty. The principles governing breach and those governing restitution are separate and should not be merged (!) (!) .

6. The validity and enforceability of the relevant contracts—such as the Sale and Purchase Agreement and the Assignment Agreements—are crucial. These agreements are generally upheld unless proven to be tainted by illegality or unconscionability (!) (!) .

7. Illegality, especially involving illegal moneylending activities, can render contracts void or unenforceable. Past related proceedings and judgments can be judicially noticed and are relevant in determining the legality of the transactions (!) (!) .

8. The conduct of the parties, including unconscionable or inequitable actions, can bar claims for restitution, especially if such conduct is found to be unjust or unconscionable (!) (!) .

9. The law emphasizes the importance of legal certainty, predictability, and adherence to established principles and precedents. Departures from these principles require compelling justification and should be approached cautiously (!) (!) .

10. The current understanding and application of the doctrine of total failure of consideration should be clarified and reformed to prevent conflation with breach of contract and to promote consistency and legal certainty in contractual and restitutionary claims (!) (!) .

These points collectively summarize the judicial reasoning and legal principles governing the application of the doctrine of total failure of consideration, the importance of contract performance, and the significance of legality and conduct in contractual disputes.