land dealings

1. New Selangor Plantation Sdn Bhd v Talam
Management Services Sdn. Bhd
'Subject to contract'
Prepared by:
Nur Farhana Abdul Karim
Siti Nurul Husna Rosland

2. Time frame
15th March 1995 Def's offered to purchase the Pf's land at
RM 34000 per acre to be paid within 3
years from the date of agreement-
Rejected
23rd March 1995 Def increased its offer to RM 35000 per
acre.
27th March 1995 Pf accepted the offer.
31st March 1995 The Pf's solicitor forwarded draft of sale
and purchase agreement incorporating the
basic terms agreed upon.
11th April 1995 The def's solicitor responded with a letter
contains various amendment and changes.
Pf rejected the changes. Defendant lodging
several private caveat on that land.

3. Grounds of application
1) A declaration that there is no concluded contract for the
sale of land
2) An order under s. 327 of the NLC that all the private
caveats entered by the Def against the said lands to be
removed
3) Damages sustained as a result of the Def's caveats
4) Costs

4. Judgement
1) The Def's acceptance of the Pf's offer was not absolute.
United Dominion Trust (Commercial) Ltd v Eagle Aircraft Services
Ltd
In order to be turned into a binding contract, the offer must be
accepted in exact compliance with its term. It must correspond
with the offer.
Counter offer

5. 2) Uncertainty
'..conditions shall be determined by solicitors in transactions of
this nature'
 Void under s. 30 Contracts Act
Clifton v Palumbo
Agreement on the price itself is insufficient. There must be
agreement on other essential terms
Crossley v Maycock
If the agreement is made subject to certain conditions then
specified or to be specified by the party making it or by his
solicitor, then until those conditions are accepted there is no
final agreement such that court will enforce.

6. 3) Subject to contract
 Parties are still negotiating and do not intend to be bound until a
formal contract is exchanged.
 Ayer Hitam Tin Dredging Malaysia Bhd
It is only reasonable to expect the parties to enter into a proper
and comprehensive sale and purchase agreement documenting
all the terms agreed upon between the parties before a valid
and binding contract is in existence between the parties.

7. Conclusion
 Agreement of sale of land will only come into
force only if it is intended to bound the parties
at the time the agreement was made.
 Agreement subject to contract will only bind the
parties upon the conclusion and creation of a
binding and valid contract, after all the terms
are fulfilled.