A caveatable interest must be a registrable interest under the National Land Code; mere contractual rights do not suffice.

[1] This is an appeal against the decision of the Court of Appeal dated 19 May 2010 allowing the respondent's appeal. This Court had on 22 August 2011 granted the appellant leave to appeal to this Court on the following questions of law:

"(i) With reference to s 326(2) of the National Land Code, what are the requirements to be satisfied by a caveator before the Court may allow an extension of a private caveat on an ex parte basis?

(ii) Whether a party to a joint venture agreement to develop land for profit has a caveatable interest in the land?

(iii) Whether a private caveat lodged over the whole of a land can be permitted to remain if the caveator's alleged interest is only limited to part of the land?

(iv) Whether a person must demonstrate that he comes within s 323(1) of the National Land Code 1965 to entitle him to lodge/maintain a private caveat on land, notwithstanding the existence of an agreement which allows him to so enter such private caveat?"

The Facts

[2] The facts giving rise to this appeal may be summarised as follows:

The appellant is the registered proprietor of a piece of land held under HS (D) 112510, PT No 2063 in the Mukim and District of Petaling, Selangor Darul Ehsan ("the land"). The appellant is a subsidiary company of Austral Development Sdn Bhd, formerly known as, Mexaland Sdn Bhd ("Austral").

[3] The appellant had entered into a Joint Venture Cum Project Management Agreement dated 22 February 2006 ("the JVPM Agreement") with Austral and the respondent to develop part of the land measuring approximately 45.14 acres into a housing estate ("the project land"). The remaining part of the land had been sold to and was developed by another company: Glomac Alliance Sdn Bhd.

[4] Under the JVPM Agreement, Austral was appointed as the developer ("the developer"), while the respondent was appointed as the Project Manager. Upon executing the JVPM Agreement, the appellant and the respondent by virtue of cl 9 of the JVPM Agreement had simultaneously executed two Powers of Attorney in favour of the respondent, giving the respondent rights in respect of the development project.

[5] In return, the respondent would pay the appellant and the developer a guaranteed sum of not less than RM38 million or a sum equivalent to the percentages of Gross Development Value ("GDV") of each type of building developed as detailed in cl 4 of the JVPM Agreement. For the purpose of the JVPM Agreement, the GDV was fixed at RM234,184,000.00.

[6] To part finance the project, the appellant and the developer had secured loans for RM95 million from Malayan Banking Berhad and had encumbered four charges over the land and debentures creating charges over the appellant's assets, all in favour of Malayan Banking Berhad.

[7] Under the JVPM Agreement, the respondent is to launch the development of the project by 1 June 2006 ("the launching date").

[8] Under cl 2A and cl 7B.1(e) of the JVPM Agreement, the respondent is granted physical possession of certain portions of the land to be developed and the exclusive right to manage the development, including the right to do preparatory works, to apply for building plan approval and the right to sell the completed units.

[9] Under cl 6.1 of the JVPM Agreement, the respondent is given the right to enter a private caveat on the land but confined only to the project land. The respondent had accordingly entered a private caveat against the land, whic