JUDGMENT

Gopal Sri Ram JCA:

[1] This is the plaintiff's appeal against the dismissal of its suit to recover the 10% deposit that had been forfeited by the defendant. The factual narrative may be shortly stated.

[2] On 27 November 1995, the plaintiff entered into an agreement with the defendant (a statutory body established under the Malacca Foundation Enactment 1984). By that agreement the plaintiff purchased 147.05 acres of land in Bachang, Melaka from the defendant for a sum of RM33,308,589. There is a supplementary agreement of the same date. But nothing turns on it. So I will not refer to it at all in this judgment. It was a term of the agreement that the plaintiff shall develop the land in question and construct commercial, industrial and residential units on it for sale to the public. But the agreement did not specify the community of persons to whom the units may be sold or provide for any ratio of such community.

[3] The plaintiff fulfilled its part of the bargain by paying RM19,985,153.40 as required by cl. 2 of the agreement. This represents 60% of the purchase price. The agreement also required the plaintiff to obtain the approval of the Foreign Investment Committee (FIC