JUDGMENT

Balia Yusof Wahi JCA:

[1] This is an appeal against the decision of the learned High Court Judge in respect of two encls 65 and 81. Enclosure 65 is in respect of appeal no W-01- 311-2009 while encl 81 is for appeal no W-01-308-2009.

[2] By encl 65, the liquidator of the company, Shencourt Properties Sdn Bhd (Shencourt) is seeking inter alia, for declaratory orders and other consequential reliefs that the transfer of the 18 pieces of properties to the nominee company of the Chai Family, Liberty Pillar Sdn Bhd (LPSB) be declared null and void and the said properties be transferred back to the company.

[3] By encl 81, the Chai Family and LPSB is seeking inter alia for declaratory orders and other reliefs that the company, Shencourt Properties Sdn Bhd (in-liquidation) holds the 18 pieces of properties as bare trustee or alternatively as constructive trustee for the Chai Family and therefore the said properties do not form the assets of Shencourt for distribution to the general creditors, and that the transfer of the 17 pieces of the properties to LPSB was a valid transfer. Further, the Chai Family is also seeking for an order declaring that the Chai Family is entitled to forfeit all sums which have been paid by the company to the Chai Family up to the date of termination of the sale and purchase agreement between Shencourt and the Chai Family.

[4] These two appeals against the orders made in encls 65 and 81 arose from one action in Company Winding Up No D4-28-44-2002 and were heard together by this panel.

[5] The background facts of the case narrated by the learned trial judge as evinced from the records of appeal are as follows:

On 29 March 1995, Shencourt entered into a sale and purchase agreement for the purchase of 18 pieces of land from the registered owners, Chai Yen Chong, Chai King Chong, Chai Fook Chong, Chai Fah Chong, Chai Tai (f) and Chai Keng Chong (who are collectively referred to as the "Chai Family" in the course of these proceedings). The pieces of land were to be developed together into a commercial cum residential development to be known as Galaxy Station Petaling.

The purchase price under the SPA was RM25,060,090.00. A sum of RM7,028,882.00 was paid to the Chai Family.

By a supplementary agreement dated 30 April 1995, the Chai Family agreed to extend the period for payment of the balance of the purchase price.

With the agreement of both parties, all 18 pieces of land were transferred to and registered in the name of Shencourt pursuant to a deed of arrangement entered into between Shencourt and its shareholders with Chai King Chong, as attorney for himself and the other vendors under the SPA, on 12 October 1995.

Shencourt then sold various parcels in the proposed development to the public. The 2nd to the 11th respondents are among the purchasers of some of the parcels.

A second supplementary agreement was entered into between Shencourt and the Chai Family on 30 August 1998 by which the date for payment of the balance of the purchase price was further extended. This agreement contains a clause which states that should the payment not be made within the extended period, the property shall revert to the vendor or its nominee free of encumbrance.

On 1 June 2000, the Chai Family terminated the SPA as they claimed that Shencourt had failed to perform its obligations to pay the balance of the purchase price within the extended period.

The Board of Directors of Shencourt then passed a resolution on or about 25 October 2000 approving the transfer of all 18 pieces of land to Liberty Pillar Sdn Bhd (LPSB), a company which is a nominee of the Chai Family.

An agreement, called "Agreement to Reverse Transfer of Properties" was purportedly entered into by Shencourt with LPSB and members of the Chai Family on 13 November 2000.

On 17 December 2001, the requisite Form 14A for the transfer of the 18 pieces of land was filed in the Land Office. However, the