To establish a binding contract, essential elements including clear terms, mutual agreement on price, and definitive intentions must be present. Failure to demonstrate readiness or compliance precludes specific performance.

[1] This is a claim for specific performance of a resolution dated 27 May 2010 passed by the 1st Defendant. In that resolution, the Board of Directors resolved that the directors be authorized to sell the 1st Defendant together with its assets to the Plaintiff upon certain specified conditions.

[2] There was really only one asset that the 1st Defendant possessed, and that was a piece of land that the Government of the State of Selangor had agreed to alienate to the 1st Defendant. That land was located at Section 76 KTN Mukim Labu, Daerah Sepang, Selangor ["the said land"]. At the material time, the 1st Defendant had yet to pay the necessary premium and so title to the said land had not been issued. One of the conditions was that the Plaintiff was to settle the premium for the said land.

[3] At the trial, the Plaintiff's executive director, one Dato' Muhammad bin Abdul Ghani [PW1] testified that no written sale and purchase agreement was signed because he was approached by the 2nd Defendant a week before the expiry of the payment of the land premium after which the alienation of the said land would have lapsed. According to him, it was an oral arrangement between him and the 2nd Defendant who had further provided him with several documents as security and a reflection of how serious she was in the agreement. The 2nd Defendant had further issued PW1 with a letter of undertaking dated 31 May 2010 to inter alia sell the said land for RM10 million. Subsequently, she had also issued a letter dated 6 June 2010 inter alia acknowledging the receipt of RM20,000.00 as part-payment of the sale of the said land.

[4] According to PW1, he made all the necessary payments [through his son] including payment of the premium as well as the sum of RM72,428.00 as quit rent and RM59,967.50 as surveyors' charges for the 1st Defendant, all in respect of the said land. He also claimed to have made a part-payment of RM20,000.00 to the 2nd Defendant in her capacity as a director and he was supposed to have been advised on the status of the issuance of title to the said land so that the whole transaction could be completed.

[5] He claimed that he was never kept informed and he added that the 2nd Defendant was insincere and had refused to complete the transaction. Despite repeated demands including one sent through its lawyers, and the payment of more than 35% of the purchase price, the Plaintiff claimed that the Defendants had refused to keep up to its end of the bargain. Mohd Zullaimy bin Muhammad [PW2] confirmed his father's evidence although he was not present during the negotiations between the 2nd Defendant and his father.

[6] The 2nd to the 4th Defendants held positions as directors and in the case of the 3rd Defendant; she was also the Company Secretary. All of them testified. The 3rd and 4th Defendants claimed that only the 2nd Defendant was involved in the whole matter, that they had signed undated copies of Form 32A for the transfer of their shares because the 2nd Defendant had asked them to do so. Insofar as the deal or the transaction was concerned, although they were made aware of the negotiations by the 2nd Defendant, they both claimed that the terms had not been agreed; especially the price of the said land.

[7] As far as the 2nd Defendant is concerned, she claimed not to know English and that the documents were all prepared by PW1. She too, claimed that the parties had not agreed on the price of the said land. All the Defendants denied that the parties had agreed on a price of RM10 million for the said land.

Findings Of The Court

[8] This is one of those unfortunate cases where the testimonies and evidence led simply do not meet the pleaded case and where the Court was compelled to then dismiss the claim. This case illustrates the importance of proper pleadings and the role they play in any given case. This is how the Plaintiff has pleaded its case. After the first half a dozen paragraphs, at para 7 to 20 of the Amended Statement of Claim, the Pla