SHAIK DAUD JCA

9 January 1995

This is an appeal by the second, third and fifth defendants in the court below (now the appellants) from an order of the Penang High Court entering summary judgment for specific performance pursuant to O 81 of the Rules of the High Court 1980 (‘the RHC’). At the outset, it may be pertinent to state that there are in fact two transactions in this matter. In the first transaction, the first to fifth appellants purchased a piece of land in Seberang Perai Tengah from the beneficial owners of the land in question. This transaction in fact is a subject of another proceeding which is not concerned in this appeal. In the second transaction, the plaintiff (now the respondent), ie Ramanda Sdn Bhd, purchased a portion of the said land from the first to fourth defendants, who are also the shareholders and directors of the fifth appellant, which is a company formed for the sole purpose of receiving the transfer of the land in the first transaction.

According to the statement of claim, on 4 November 1991, a written agreement, which I will refer to as the first agreement, was entered into between the first to the fourth defendants. In this first agreement, the defenda