The court upheld that solicitors' undertakings must be strictly honored as binding commitments enforceable in law, irrespective of prior agreements or undertakings.

[1] This is the judgment of the court.

Preamble

[2] At all material times in the land transaction relevant to this case, the 1st appellant was represented by the 2nd appellant, Messrs Saprudin & Co. whereas CD Anugerah Sdn. Bhd. was represented by Messrs Abu Talib Shahrom & Zahari. It should also be noted here that a default judgment had been obtained by the appellants against CD Anugerah Sdn. Bhd.

Brief Facts

[3] By virtue of a Power of Attorney granted by the 1st appellant to Dandarawi Sdn Bhd (81234-K), a company incorporated in Malaysia and having its place of Business at No. 63, 1st Floor, Jalan Tuanku Antah, 70100 Seremban, Negeri Sembilan Darul Khusus ('Attorney'), the Attorney entered into a Sale & Purchase Agreement dated 28 May 1997 ('the Agreement') with CD Anugerah Sdn. Bhd. (274292-V) a company incorporated in Malaysia and having its place of Business at 21B, Jalan SS 6/12, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan for the sale of a piece of land under H.S.(D). 72032, PT No. 13278 in the Mukim of &angan, District of Seremban, Negeri Sembilan Darul Khusus ('the said land') for a consideration of RM600,000.

[4] A sum equivalent to ten percent (10%) of the purchase price amounting to RM60,000 as a deposit and part payment was paid upon execution of the agreement. The balance of the purchase price payable in the sum of RM540,000 shall be payable in accordance with the terms and conditions of the agreement. Clause 3 of the agreement reads as follows:

3. Payment Of Purchase Price

3.1 The Purchase Price shall be paid by the Purchaser in the following manner:

(a) as to the Ringgit Malaysia Sixty Thousand (RM60,000.00) only (hereinafter referred to as "the Deposit") to be paid to the Vendor's Solicitors as stakeholders upon execution of this Agreement as a deposit and part payment of the Purchase Price.

(b) as to the balance of the Purchase Price of Ringgit Malaysia Five Hundred Forty Thousand (RM540,000.00) only (hereinafter referred to as "the Balance Purchase Price") shall be paid to the Vendor through the Vendor's Solicitors as stakeholders on or before the date of expiry of three (3) months from the date of the execution of this Agreement or One (1) month from the receipt of the Letter of Consent to Transfer from the Land Office whichever is the latter (hereinafter referred to as "the Completion Date") PROVIDED THAT the Purchaser's Solicitors has completed the registration of transfer in the title document. In the event the Purchaser's Solicitors fails to register the transfer for whatever reason as specified in Clause 15.1, the full sum of the Purchase Price shall be refunded. The Vendor's Solicitors shall release the Balance Purchase Price to the Vendor within fourteen (14) days after the presentation of the transfer and all relevant documents for registration at the appropriate land office in favour of the Purchaser.

3.2 The Vendor hereby irrevocably confirms and acknowledges that all payments made to the Vendor's Solicitors by the Purchaser shall be deemed to be payments made to and received by the Vendor towards the account of the Purchase Price and an acknowledgment from the Vendor's Solicitors acknowledging the receipt of such moneys shall be valid, good and effective discharge of the Purchaser for the same PROVIDED THAT all of which moneys shall be paid by the Completion Date or the Extended Completion Date. (emphasis added).

[5] There is also a specific provision in the agreement to deposit the original document of title, current quit rent receipts, assessment receipts and thi