JUDGMENT

Hashim Yeop A Sani J:

By an agreement (Exh. P1) entered into in 1966 between the plaintiff and the defendant (a housing developer) the plaintiff purchased an area of land marked as Lot No S-25 (hereinafter referred to as the "said lot") in the Setapak Garden Housing Estate as described in map annexed to P1. By virtue of the said agreement the plaintiff, inter-alia, agreed to repay to the defendant from a certain date a proportion of the total of certain out-goings as hereinafter described, paid by the defendant in respect of the land. The plaintiff alleges that he had repaid (and the defendant had collected) in excess of the amount as agreed and the defendant has failed or refused to refund the said excess to the plaintiff.

The plaintiff claims for a declaration that the defendant was only entitled to collect quit rent and education rates for the period specified from the plaintiff "only for such amount as the said lot proportionately bears against the whole area excluding areas reserved for roads, open spaces, electrical sub-stations and communal amenities." At the commencement of the hearing the plaintiff left open the amount alleged to be in excess as that would depend on the calculation based on the eventual construction of the agreement to be given by the Court.

The defendant denies collecting any sum in excess of the agreement or that the defendant has refused or neglected to repay the said sum alleged to be the excess.

Nothing else in the agreement (P1) seems to be in dispute except the relevant clause relating to such repayment. This is cl 2 of the agreement which for convenience is reproduced below:

2. The Purchaser shall be liable for all outgoings including quit rent rates and assessment in respect of the said Lot as from 22 February 1966 and shall repay to the Company such proportion of the total of such outgoings paid by the Company in respect of the said land as the area or value of the said Lot bears to the total area or value of the said land excluding the areas thereof reserved for roads, open spaces and for electrical sub-stations and other communal amenities if any or pay to the Company the actual amount assessed by the Local Authority for the said Lot and shall continue to pay the same until a separate document of title to the said Lot is issued and transferred to the purchaser as hereinafter provided.

That part of cl. 2 of the agreement comprising the words "or pay to the company the actual amount assessed by the Local Authority for the said Lot" does not come into play in the present case. It was contended on behalf of the defendant that cls. 4, 5 of the agreement would also be material. But to my mind cl. 4 relates itself back to cl. 2, 5 does not go beyond re-stating the rights of the plaintiff which he already had by virtue of the purchase.

By virtue of cl. 2 of the agreement the plaintiff is "liable for all outgoings including quit rent rates and assessment" in respect of the said lot. This is clearly set out as the first limb of the clause. The second limb of the clause also stipulates that the plaintiff "shall repay to the company such proportion of the total of such outgoings paid by the company in respect of the said land as the area or value of the said Lot bears to the total area or value of the said land excluding the areas thereof reserved for roads etc." The words in italics would seem to be the source of the conflict.

In Jagathesan V. Linggi Plantations Ltd. Ong CJ re-states a cardinal principle of construction of a written agreement as follows:

The cardinal rule of construction of the terms of a written agreement is to discover therefrom the intention of the parties to such agreement. They are presumed to have intended what they said. The common and universal principle is that an agreement ought to receive that construction which its language will admit, which will best effectuate the intention of the parties, to be collected from the whole of the agreement, and that great