JUDGMENT

Low Hop Bing JCA:

Introduction

(1) These two relatively complex appeals arose from two consolidated suits in the Kuala Lumpur High Court viz Civil Suit S2-(S5)-21-182-2001 ("Civil Suit S2") and Civil Suit S3-22-1150-2001 ("Civil Suit S3"). They involve substantially the same parties, and the same properties viz three parcels of agricultural land held under Geran No. 9743 Lot 2675, Geran No. 9744 Lot 2676; and Geran No. 9745 Lot 2677, in the mukim of Kertih, district of Kemaman, Terengganu (collectively "the land").

(2) In Civil Suit S2, the plaintiff is Koperasi Polis DiRaja Malaysia Bhd ("KPDRM"). After a full trial, as against the first defendant Koperasi Mahadaya Berhad ("Mahadaya"), the High Court made the following orders:

(1) Declaration:

(a) that the sale and purchase agreement executed between KPDRM and Mahadaya on 21 December 2000 ("SPA1") is terminated, null and void;

(b) that KPDRM is entitled to forfeit RM200,000 from the deposit and part payment of RM1 million;

(c) that KPDRM is at all times the rightful owner of the land;

(d) that any dealing by any party using SPA1, Transfer Form and Title Deeds (collectively "the Transfer Documents") after the dat