JUDGMENT

Roz Mawar Rozain J:

[1] This suit concerns a contractual dispute arising from the sale and purchase of federal land in Putrajaya between a former senior government advisor and the Federal Lands Commissioner. The case presents fundamental questions of contract law, particularly regarding the formation and termination of agreements for the sale of government land, involving a bungalow lot at Lot 2311, Presint 15, Putrajaya (the Land) with a transaction value that was revised from RM395,550.00 to RM237,330.00. The chronological span extends from August 2017 to July 2020, encompassing the plaintiff's acceptance of offers, payment of deposit, and ultimately an unexpected termination decision made in May 2019 but only communicated in July 2020.

[2] The dispute centres on competing narratives about whether a binding contractual relationship existed between the parties and, if so, whether its termination was justified. The plaintiff, former advisor to the 6th Prime Minister of Malaysia, contends that a valid agreement was formed through his acceptance and partial performance via deposit payment. The defendants argue that no concluded contract existed due to alleged failure to complete essential formalities. The matter proceeded to full trial with evidence from the plaintiff and the defendants' witness En Azri Effendy Bin Abu Sujak (DW1), raising important questions about the application of contract law principles to government land transactions and the obligations of statutory bodies in such dealings, which this court is tasked to determine.

The Evidence

[3] The evidence before this court consists of documentary evidence and oral testimony from two witnesses. The evidence establishes an initial offer and acceptance in 2017. Vide a letter offer dated 28 August 2017 issued by the 3rd defendant to the plaintiff, the Land was offered for the purchase price of RM395,550.00. The terms of the initial offer stated are:

(i) the plaintiff was to return his acceptance of the offer within 14 days of receiving the letter of offer

(ii) the sale and purchase agreement must be executed within 30 days of the date of acceptance

(iii) the additional costs and the 10% deposit of the purchase price were to be paid by the plaintiff within 30 days of the date of the execution of the sale and purchase agreement

(iv) the balance of 90% of the purchase price was to be paid by the plaintiff within 2 years from the date of the payment of the 10% deposit.

[4] This initial offer by the 3rd defendant was accepted by the plaintiff. He had signed the confirmation of acceptance letter on 6 September 2017. The plaintiff has issued a cheque on the same date for the 10% deposit in the amount of RM39,555.00. The Government of Malaysia had issued an official receipt for the cheque that detailed it was for the sale of government land.

[5] There is an undated sale and purchase agreement executed by the 1st defendant as the vendor of the Land and the plaintiff as its buyer (the initial SPA). The plaintiff testified that the SPA was executed and returned to the defendants in 2017, shortly after the offer was accepted and the 10% deposit was paid. The defendants disputed the fact. However, the purchase price for the SPA is stated as RM395,550.00. Under four months after the initial offer, in December 2017, there was a revised offer of the Land for the purchase price of RM237,330.00. Significantly, paras 6 and 7 acknowledged the execution of the initial SPA:

"Jabatan ini juga mengambil maklum yang YBhg Datuk Seri Profesor Dr telah pun menandatangani perjanjian jual beli dan menjelaskan bayaran sepuluh peratus (10%) sebanyak RM39,555.00 pada 6 September 2017. Sekiranya YBhg Datuk Seri Professor Dr bersetuju dengan tawaran ini, perjanjian tersebut akan dikemas kini berdasarkan harga belian yang baru.

Manakala bayaran deposit yang telah dijelaskan sebelum ini akan disusun semula di mana RM23,733.00 sebagai bayaran deposit (10%) dan selebihnya iaitu RM15,822.00 dijadikan sebahagian baya