JUDGMENT

Suriyadi Halim Omar JCA:

[1] This panel unanimously had dismissed this appeal with costs and accordingly had affirmed the decision of the High Court. The deposit went towards account of taxed costs. In this case the plaintiff (hereinafter referred to as the respondent) had filed a writ action in the High Court at Kuala Lumpur against the defendant (hereinafter referred to as the appellant) for an order, inter alia , that the latter do pay the respondent the sum of RM1 million, being money held by it as stakeholder's money together with the accrued interests. Alternatively, the appellant was to pay the respondent damages in the sum of RM1 million together with interests. An application for leave to enter summary judgment under O. 14 r. 1 of the Rules of the High 1980 by the respondent was dismissed by the senior assistant registrar, but on appeal, the learned High Court Judge allowed it. The order of the senior assistant registrar was thereupon set aside and summary judgment was granted.

[2] The facts per the pleadings are as follows. The respondent is a company registered in Malaysia whilst the appellant is a solicitor's firm. The pleadings revealed that the respondent had contracted to buy the issued share capital of a company known as Sparkling Gateway Sdn Bhd. from the two registered and beneficial shareholders, namely Wong Soon Kin and Wong Yoke Ken (hereinafter referred to as the vendors). These two persons were represented by the appellant. Pursuant to the transaction the appellant, as solicitors for the vendors issued an irrevocable letter of undertaking dated 4 December 2002, complete with the firm's letterhead and correct address, to the respondent. The material terms of the letter of undertaking reads as follows:

In consideration of you agreeing at our clients request to pay the sum of RM1,000,000.00 to us as stakeholders, we as the Solicitors for Wong Soon Kin (NRIC No: 610525-10-6755) and Wong Yoke Ken (NRIC No: 581110-10-6630) hereby agree to hold the sum of RM1,000,000.00 paid by you to us as stakeholders and to irrevocably undertake to refund the said sum of RM1,000,000.00 paid by you to us aforesaid together with all accrued interest thereon in the event of and upon the abortion or termination of the sale and purchase of all the issued shared capital of Sparkling Gateway Sdn Bhd by you from our client for any reason whatsoever irrespective of whether there is any dispute as to whether the said sale and purchase has been lawfully aborted or terminated or otherwise, within seven (7) days of our receipt of a notice requesting for such refund either from you or from solicitors acting on your behalf (emphasis added).

[3] Initially everything went well, until come a letter dated 15 April 2003 issued by the respondent's former solicitors, Messrs Nily Ting & Co to the appellant firm, stating that the respondent had terminated the sale and purchase of the shares of the company. This letter was followed by another, dated 21 April 2003, requesting from the firm for the refund of the abovementioned sum of RM1 million, held by the appellant as stakeholders.

[5] The defence of the appellant was rather brief in that it was not responsible to refund the abovementioned sum as it was meant for some renovation repayment money. One of the conditions of the transaction was that the respondent was required to complete the transaction of the immoveable property but regretfully reneged by the respondent. Due to that breach the appellant had received instruction not to hand over the stakeholder sum to the respondent, any contravention of which will lead t