JUDGMENT

Mohd. Azmi FJ:

This is a claim by respondents/purchasers for specific performance of immovable property and also for damages and other ancillary reliefs for breach of contract. The appellants/vendors, a limited company, were the registered owners of 49.871 acres of agricultural land held under Grant 15947 for Lot 3902 in the Mukim of Rasah in the District of Seremban. Some time in 1976 they decided to develop the whole land and for this purpose they applied to the appropriate authority for conversion and subdivision of the property into housing lots. In the meantime they entered into two separate agreements both dated 24 November 1976 with the purchasers a Co-operative Society of civil servants - for the sale of a small portion of the land to be developed. In the first agreement the vendors agreed to sell and the purchasers agreed to buy 60 terrace lots, each having an approximate area of 1,760 sq. ft. and at the request of the purchasers the vendors also agreed to appoint themselves or a third party as a licensed housing developer with whom the purchasers could execute a building contract for the construction of terrace houses on each of the said lots. The purchasers have paid a sum of RM720,000 to the vendors consisting of RM300,000 as land price and RM420,000 as development price. The construction price which the purchasers have yet to pay is RM840,000. In the second agreement the vendors agreed to sell and the purchasers agreed to buy 25 subdivided lots - 14 semi-detached lots of 5,000 sq.ft. each and 11 bungalow lots of 7,000 sq. ft. per lot. The purchasers have also paid RM426,300 for these lots comprising of RM172,000 as land price and RM254,300 as development price. The purchasers have thus paid a total sum of RM1,146,300 to the vendors under the terms of the two agreements. It is common ground that the second agreement only concerns sale of vacant developed lots, but there is a serious dispute regarding the first agreement as to whether it should be construed as a sale of vacant developed lots only as averred by the vendors, or sale of developed lots with houses as alleged by the purchasers so as to bring the agreement within the ambit of the Housing Developers (Control and Licensing) Act, 1966. The learned trial Judge held that the first agreement is a sale of land with houses and therefore caught by the Housing Developers legislation. Out of 85 lots sold, the vendors have transferred to the purchasers only one terrace lot under the first agreement and one semi-detached lot under the second agreement. Ten of the bungalow lots under the second agreement were found to be commercially useless as it would cost about RM13 million to level the land. The learned Judge found the appellants/vendors were in breach of both the written agreements for their failure to transfer the various lots to the purchasers. In respect of the first agreement, he ordered specific performance for the transfer of the remaining 59 terrace lots to the purchasers and he also awarded compensation for consequential loss which inter alia included RM960,000 damages for additional costs of constructing the 60 terrace houses and RM187,200 as indemnity under r. 12(1)(r) of the Housing Developers (Control and Licensing) Rules 1970. As to the second agreement; specific performance was also ordered for the transfer by the vendors to the purchasers of the remaining 13 semi-detached lots and 1 bungalow lot. For the 10 useless bungalow lots, the vendors were ordered to refund the contract price of RM203,000 with interest. In addition to specific performance the learned Judge also awarded damages for increased cost of construction - RM117,000 for 9 semi-detached houses and RM148,500 for 11 bungalows i.e., for loss of opportunity to have the bungalows built according to 1978 costs. The vendors have appealed against the finding of liability for breach of contract on their part and as well as against the reliefs granted to the purchasers particularly the d