Abdul Aziz JCA:

1 This was an application by the plaintiffs for summary judgment on their claim for specific performance of an agreement dated 1 August 1997[2004] 3 MLJ 393 at 397 for the sale of shares in a company called Tenaga Ehsan Sdn Bhd ('the company') of which the plaintiffs, the defendant, and another person were the shareholders and directors.

2 It was an agreement in Malay and in effect it was a compendium of two agreements.

3 By cl 2 the defendant agreed to sell and the plaintiffs agreed to buy 1,689,600 shares. Clause 3 fixed the price at RM4,224,000 (RM2.50 per share) to be paid, as to RM422,400 (10%), on the execution of the agreement (which the plaintiffs did pay) and, as to the balance of RM3,801,600, within three months of the date of the agreement, that is by 30 October 1997, which period was subject to an automatic extension of three months, that is up to 31 January 1998, for which interest was payable at the rate of 12%pa.

4 Clause 4 was the crucial clause. In effect it had two parts. The first part provided that the plaintiffs' failure to pay the balance would result in the forfeiture of the first payment of RM422,400 to the defendant and thereafter the agreement