JUDGMENT

Denis Ong JCA:

This is an appeal by the defendants (appellants) in the action against the whole decision of the High Court given on 4 February 1996 in favour of the plaintiff (respondent).

The facts and circumstances giving rise to this action are as follows: the registered proprietor of Lots 23 and 24, Section 3, Village of Brinchang District of Cameron Highlands (hereafter referred to as "Lot 23" and "Lot 24" respectively) was one Lee Chooi Ying (LCY). Both Lots were subject to the same title condition namely, no dealing therewith without first obtaining the written consent of the Ruler-in-Council. On 7 October 1977, LCY entered into a Sale and Purchase Agreement (SPA(1)) with Brijkishore a/l Shuparshad the respondent (BS) and another named Shriniwas a/l Shuparshad (SS) for the sale and purchase of Lot 24 for a consideration of RM45,500; RM5,000 to be deposited forthwith and the balance of RM40,500 to be paid to M/s Yeap & Yeap (advocates & solicitors) as stakeholders not later than 2 April 1978. The date of completion of the sale was of the essence of the contract as stipulated by cl. 10 or sooner if the consent in writing of the Ruler in Council to the transfer was ob