Low Hop Bing J:

Appeal

[1] Pursuant to O. 18 r. 19(1)(a), (b) or (d) of the Rules of the High 1980 , vide application by way of summons-in-chambers in encl (4) as amended in encl (15) ("the application"), the defendants sought an order to strike out the plaintiff's statement of claim on the ground that:

(a) it discloses no reasonable cause of action;

(b) it is scandalous, frivolous or vexatious;

(c) ... or

(d) it is otherwise an abuse of the process of the Court.

[2] For brevity and convenience, a reference hereinafter to an order and a rule is a reference to that order and rule in the Rules of the High Court 1980 unless the context otherwise requires.

[3] The learned registrar had on 5 July 2004 dismissed the application with costs.

[4] Against that decision, the defendants have vide encl (24) appealed to me as judge in chambers.

Factual Background

[5] This is substantially uncontroverted.

[6] The first and second defendants ("DD1 and 2") are the registered and beneficial owners of 8,025 acres of land together with a 40-ton per hour crude palm oil mill in the mukim of Triang, Pahang (collectively, "the property").

[7] At the material time, the third defendant ("D3") was a director of DD1 and 2.

[8] DD1 and 2 wanted to sell the property. Vide plaintiff's letter dated 14 July 2003 ("the plaintiff's letter'), the plaintiff described itself as a "deal maker". Through its director Tan Tuan Seng ("the plaintiff's director") the plaintiff was instructed by a potential purchaser to make an offer to acquire the property of DD1 and 2. Subsequently, the plaintiff introduced three other interested purchasers viz. I & P Astral Enterprise Bhd, Ahmad Zaki Resources Bhd, both of which are public listed companies; and Felda Plantation Sdn Bhd of FELDA ie, Federal Land Development Authority, a statutory authority, to acquire the property but all these deals were unsuccessful as no sale and purchase agreement was executed between these parties, and DD1 and 2.

[9] Prior to the instant sale and purchase transaction on the basis of which the plaintiff is now making this claim against all the defendants, the plaintiff vide plaintiff's affidavit encl (8) para 5 affirmed by the plaintiff's director stated that on 19 February 2003, the plaintiff's director was introduced by one Tan Swee Tiak to D3 in Malacca. At the meeting, the plaintiff's director briefed him that he (the plaintiff's director) was experienced in the mergers and acquisitions of plantations and housing projects. In the presence of the said Tan Swee Tiak, the plaintiff's director told D3 that the plaintiff's director had represented the plaintiff and successfully concluded the following five sale and purchase transactions:

(1) sale of Supreme Plantation to High and Low Land Bhd and KL Kepong Bhd;

(2) sale of 20,000 acres of Dunlop Estate Bhd to KL Kepong Bhd;

(3) sale of Malaysian Plantations to Lion Group (Tan Sri William Cheng);

(4) assisted one Dato' TK Lim in the disposal and sale of Dunlop Estate Plantation to IOI Group for R460 million; and

(5) assisted General Corporation in the disposal and sale of 5,000 acres of Kemayan Oil Palm Plantation at a consideration of RM35 million.

[10] D3 was impressed by the performance in the above sale and purchase transactions handled by the plaintiff's director for the plaintiff.

[11] The parties to the above sale and purchase transactions are eminent public listed companies and the properties are real estates consisting of enormous acreages. Although no consideration was disclosed in three transactions viz (1) to (3), two other transactions viz (4) and (5) were clinched at astronomical considerations.

[12] The plaintiff's letter stated that the plaintiff's clients would like to offer to purchase the property from DD1 and 2 at RM89 million and the plaintiff's "finder's fee" shall be RM1 million. Paras 4 and 5 of the plaintiff's letter added:

4. Due diligence study

This transction is subject to a 'Due Diligence Study'.

5. Liability clause

The sale is free from en