JUDGMENT

Gopal Sri Ram JCA:

[1] This case has some history. Here it is. The plaintiff in the court below is a company called Emtex Properties. Emtex had entered into an agreement with Hampstead Corporation to purchase certain properties. It had paid a deposit. Later, it wanted to recover the deposit. It brought an action against Eastern Properties and Hampstead. That is because Eastern and Hampstead had entered into a joint venture in respect of the properties in question. Eastern and Hampstead delivered a counterclaim against each other. The trial judge found for Emtex in the original action and entered judgment against Hampstead. He then went on to find for Hampstead on its counterclaim against Eastern. There is no appeal against the orders made in favour of Emtex. The present appeal has been brought by Eastern against the judgment entered in Hampstead's favour.

[2] Now for the facts. On 28 February 1981, Eastern and Hampstead entered into a joint venture agreement to develop five parcels of land owned by the former. Hampstead was to develop the lands. The lands were charged to a bank (I will call it UMBC) to whom Eastern owed RM1.2 million. Hampstead, in performance of its obligati