Ahmad Shahrir Mohd Salleh J:

Introduction

[1] This claim arose from a dispute concerning the alleged sale and purchase of a residential property known as Villa 5, Saville@The Park Bangsar, Kuala Lumpur ("Property") for the sum of RM2.3 million. The plaintiffs as beneficial owners of the Property claimed that a valid and concluded contract had been formed with the defendant for its sale. The defendant, although initially expressing interest and entering into negotiations, later sought to withdraw from the transaction and denied the existence of any binding contractual obligation.

[2] The main issues are whether a concluded contract was formed through the exchange of correspondence between the parties' solicitors, the legal consequences of the defendant's repudiation and the effect of the plaintiffs' subsequent sale of the Property to third parties on their claim for specific performance and damages in lieu thereof.

[3] The plaintiffs seek declarations that a valid contract existed or alternatively, damages for breach of contract and collateral contract. The defendant denies any contractual obligation and counterclaims for the return of earnest money paid. Having assessed the evidence and considered the positions of the respective parties, this Court finds in favour of the plaintiffs for the reasons set out below.

Brief Background Of Facts

[4] Towards the end of December 2021, the defendant inspected the Property. The defendant was then accompanied by his wife and the property agent, Ms Juliana Louis of Evershines Realtor. They viewed all three floors including the rooms, bathrooms, wardrobes and drawers. The defendant and his wife expressed strong interest in purchasing the Property and remarked on its cleanliness, beauty and prime location with an unobstructed view of the swimming pool and open space.

[5] After the viewing, the defendant and his wife telephoned Gurbachan Singh a/I Bhagawan Singh ("Mr. Gurbachan Singh"). Mr. Gurbachan Singh is the husband of the 1st plaintiff and father of the 2nd and 3rd plaintiffs. Mr. Gurbachan Singh had been authorised by the plaintiffs to conduct all negotiations. The defendant expressed his intention to purchase the property for the asking price of RM2.3 million on a fully furnished basis save for three items of sentimental value to the plaintiffs.

[6] On the same day, the defendant executed an Agreement to Purchase with the plaintiffs and paid an earnest deposit of RM46,000.00 by cheque to Evershines Realtor as stakeholder. This sum was later forwarded to the defendant's solicitors, Messrs Teh Kim Teh, Salina & Co, to be held as stakeholders.

[7] Approximately one week later, the defendant's solicitors sent a draft sale and purchase agreement to the plaintiffs' solicitors, Messrs Bachan & Kartar (now Messrs Sandeep Gobindeep & Co). On 11 January 2022, the defendant's solicitors sent an amended draft incorporating his instructions and comments. A second amended draft was sent later on the same date.

[8] On 14 January 2022, the plaintiffs' solicitors, acting on the instructions of the 1st plaintiff, accepted almost all of the defendant's proposed amendments and made further revisions. On 17 January 2022, they sent another letter proposing additional amendments.

[9] On 19 January 2022, the defendant's solicitors issued a third amended draft reflecting the plaintiffs' revisions. On 24 January 2022, the plaintiffs' solicitors returned this draft with a minor amendment stating that direct transfer could not be a condition precedent.

[10] On 26 January 2022, the defendant's solicitors delivered a fourth revised draft for the plaintiffs' approval. On 27 January 2022, the plaintiffs' solicitors confirmed that the plaintiffs accepted all amendments in the fourth draft and provided an update on the developer's position regarding direct transfer.

[11] During this period, the defendant was pursuing a direct transfer of the strata title from the developer and had written directly to Metro Kajang to reque