Abdul Wahab Patail JCA (delivering judgment of the court):

[1]The appellants (‘Lin Wen Chih and Lin Wen Chuan’) appealed to this court against the decision of the High Court given on 3 September 2010 where the appellants’ claim against the respondent (‘Mycom Bhd’) was dismissed with costs.

[2]Below is the summary of the appellants’ pleaded case reproduced from the written submission for the appellants:

(a)the appellants were, at all material times, the registered and beneficial shareholders of 18,862,000 shares in a company known as Veramax Sdn Bhd (‘Veramax’);

(b)the appellants agreed to sell 12,750,000 of those shares, representing 51% of the paid up capital of Veramax to the respondent (‘the said sale’) for a purchase consideration of RM55,000,000 (‘the said purchase price’);

(c)the said sale is reflected in a share sale agreement dated 1 March 1996 (‘the said share sale agreement’);

(d)cl 3.1 of the said share sale agreement stipulated certain obligations to be fulfilled by the appellants as a pre-condition to payment of the said purchase price (‘the said obligations’);

(e)the appellants did perform the said obligations; simultaneous to the execution of the said share sale agreement,