A party cannot disown an agreement due to lack of understanding if represented by legal counsel, highlighting the principle that one must adhere to terms signed under proper legal advice.

[1] The Plaintiffs were the registered and beneficial shareholders of 18,862,000 of the shares of a company known as Veramax Sdn. Bhd ("Veramax"). The Defendant is a public listed company. The Plaintiffs and the Defendant entered into a written agreement dated 1 March 1996 ("the Share Sale Agreement") whereby the Plaintiffs agreed to sell and the Defendant agreed to buy 12,750,000 shares of Veramax for a consideration of RM55 million. In lieu of the RM55 million purchase consideration a list of shares were to be transferred to the Plaintiffs and the purchase price shall be deemed to be fully paid.

[2] The Plaintiffs alleged that the Defendant was in breach of the Share Sale Agreement as the Defendant failed to make the payment of RM55 million. The consideration shares according to the Plaintiffs were not delivered and therefore RM55 million is still due and owing.

[3] The Plaintiff claim as follows:-

1) A Declaration that the failure of the Defendant to pay the sum of RM55 million represents a total failure of consideration and the Plaintiffs are entitled to re transfer the 12,750,000 shares in Veramax from the Defendant.

2) Alternatively the failure of the said Liu He Tian to deliver the said consideration shares together with the valid and registerable transfer forms represents a total failure of consideration under the Share Sale Agreement. The Plaintiffs are entitled to the re transfer of the 12,750,000 shares in Veramax from the Defendant.

3) An Order that the Defendant transfer the 12,750,000 shares in Veramax to the Plaintiffs within 7 days of the date of the Order.

4) Alternatively RM55 million or alternatively damages.

5) RM3,295,453.00 or alternatively damages.

6) Interest pursuant to s 11 of the Civil Law Act 1956 from the 1 March 1996 till date of full judgment as such rate as the Court deems fit.

7) Cost.

8) Such further or other relief as the Court deems just.

[4] The Defendant states that by the two Agreements entered into simultaneously with the Share Sale Agreement on 1 March 1996 between the Plaintiffs and one Liu He Tien and Ayer Hitam Tin Dredging Malaysia Berhad ("AHT") the Plaintiffs had agreed:-

a) to accept the Consideration shares in lieu of and in final settlement of the purchase consideration of RM55 million which was due from the Defendant to the Plaintiffs pursuant to the Share Sale Agreement; and

b) to authorize Liu to deliver the share certificates relating to the consideration shares together with duly executed and registerable share transfer forms to AHT in satisfaction of monies due and owing from Plaintiff to AHT.

[5] Agreed Facts

1) On 28 May 1994 the Plaintiffs and their two other brothers .Lin Wen Fu and Lin Wen Chen had entered into an agreement to sell 80% or 16,000,000 shares in Veramax to AHT.

2) The Plaintiffs received RM20 million from AHT as a deposit and pledged the entire 100% share capital or 20,000,000 shares in Veramax to AHT as security. The completion of this Agreement was subject to the approval of the securities commission.

3) The Plaintiffs and the Defendant entered into the Share Sale Agreement("the Agreement") dated 11 March 1996 whereby the Plaintiff agreed to sell to the Defendant 12,750,000 shares in Veramax which represented a total of 51% of the paid up capital of Veramax, for a purchase consideration of RM55 million.

4) Clause 3.1 of the Agreement stipulated that it is a prior condition to the payment of the purchase price that the obligations to be undertaken by the Vendors pursuant to Clause 3.2 shall have been wholly fulfilled to the extent that the payment of the purchase price and the total fulfillment of the obligations shall be