full working days from the date of acceptance by the vendor (the Defendant), no SPA has been signed yet by both the Plaintiff and the Defendant. The Defendant is at liberty to withdraw from the Agreement to Purchase subject to the refund of earnest deposit paid by the Plaintiff together with a compensation sum of 15 equivalent amount which the Defendant at all time is ready and willing to pay. [22] It was further submitted by the counsel for the Defendant that the Plaintiff was the one who refused to comply with clause 3(b) of the Agreement to Purchase. Defendant was willing and prepared to pay the compensation sum of RM71,000.00 as agreed in pursuant to clause 3(b) of the Agreement to purchase. The Plaintiff’s refusal in accepting the return of earnest deposit of RM71,000.00 as well compensation amount of RM71, 000.00 is contrary to the wordings of the Clause 3(b) of the Agreement to Purchase. D. Court’s Analysis and Findings [23] The Plaintiff’s counsel had heavily relied on the general legal proposition that when parties of the transaction have been identified with sufficient clarity, together with the subject matter of the contract in question, the price and the terms that parties considered essential, it constitutes a valid and enforceable contract. 16 [24] This legal proposition can be seen in the decision of the Federal Court in the case Charles Grenier Sdn Bhd v Lau Wing Hong [1997] 1 CLJ 625. The Federal Court has held inter alia that: “[1] Generally, an agreement to make an agreement does not result in a contract. It is for the Court, in each case, to construe the correspondence exchanged between the parties and to say whether that is the result intended by the parties. If, however, the Court reaches an opposite conclusion, then there is an enforceable contract. …… [5] The parties to the transaction, the property, the price, and the essential terms have all been identified with sufficient clarity. Such an agreement is commonly termed as an 'open contract'. It is enforceable as if it was embodied in a document with all the attendant solemnity. And in order to give it effect, the law will, acting out of necessity, imply terms into the contract for sale in order to make it work”. [25] The Federal Court in Charles Grenier Sdn Bhd had referred to the joint judgment of Dixon CJ, Mc Tiernan and Kitto JJ, in Masters v. Cameron [1954] 91 CLR 353 where it was emphasized that: 17 “Where parties who have been in negotiation reach agreement upon terms of a contractual nature and also agree that the matter of their negotiation shall be dealt with by a formal contract, the case may belong to any of three classes. It may be one in which the parties have reached finality in arranging all the terms of their bargain and intend to be immediately bound to the performance of those terms, but at the same time propose to have the terms restated in a form which will be fuller or more precise but not different in effect. Or, secondly, it may be a case in which the parties have completely agreed upon all the terms of their bargain and intend no departure from or addition to that which their agreed terms express or implied, but nevertheless have made performance of one or more of the terms conditional upon the execution of a formal document. Or, thirdly, the case may be one in which the intention of the parties is not to make a concluded bargain at all, unless and until they execute a formal contract. In each of the first two cases there is a binding contract: in the first case a contract binding the parties at once to perform the agreed terms whether the contemplated formal document comes into existence or not, and to join (if they have so agreed) in settling and executing the formal document; and in the second case a contract binding the parties to join in bringing the formal contract into existence and then to carry it into execution. 18 [26] The question this Court must ask itself is; whether the general legal proposition is applicable in the present case. [27] Reverting back to the present case. This Court must not lose sight of the very crucial aspect in the transaction between the Plaintiff and the Defendant i.e before the formal execution of the SPA, the parties had actually entered into a written agreement that they called an Agreement to Purchase. This Agreement to Purchase has set out the terms and conditions of the purchase of the said property before the formal SPA is executed. [28] This Court agrees with the counsel for the Defendant that when both the Plaintiff and the Defendant signed the Agreement to Purchase, they have agreed to be bound by the terms and conditions contained in the said Agreement to Purchase. [29] Here, the Plaintiff had heavily relied on clause 8 of the said Agreement to Purchase which says that the letter of offer constitute a binding agreement / contract between the parties and what is left now is only the execution of a formal Sale and Purchase Agreement. 19 [30] This Court opines that the Plaintiff here cannot just rely on clause 8 of the said Agreement to Purchase in isolation of other terms and conditions contained in the Agreement to Purchase. [31] Clause 8 further stipulates that constitution of a binding contract through the letter of offer shall be superseded only upon the execution of the formal SPA. [32] In relation to the execution of a formal SPA, in the very same Agreement to Purchase there is also a term that requires that the formal SPA must be signed by both the Plaintiff and the Defendant within fifteen (15) full working days from the date of acceptance by the vendor. [33] In other words within 15 days from the date the Defendant signed the Agreement to Purchase (2.5.2017) i.e both Plaintiff and the Defendant must execute a formal SPA to give effect to the Agreement to Purchase. [34] Clause 3 further stipulates if the SPA is not signed within the validity period (within 15 days of the Defendant’s acceptance i.e 20 from the date Defendant signed the Agreement to Purchase) then these three consequences will arise: