Upon fulfillment of above terms by option holder, seller be bound to sell the above property. If seller refuse, option holder entitled to claim damages. Alternatively, option holder may enforce his rights to compel seller to complete the SPA by way of specific performance. [19] What can be sieved from these options is the deposit for the purchase price be paid as a primary indication of an agreement to purchase by the buyer, irrespective whether payment made directly by the option holder being the purchaser or by the purchaser through the option holder @ agent. [20] However, the primary difference is that the whole deposit sum in ‘option 2’ is determined to be paid upon transmission of the seller’s son (Umarul) 7/32 share to Umarul, which never took place in ‘option 2’, at least not until it was initiated by the 2nd Respondent in 2023, done to this Court’s view in ensuring completeness of the sale in ‘option 1’. [21] Furthermore, as the deposit sum of 10% was already paid by the potential purchaser (2nd Respondent) to Zaharah on 26.10.2022 in contrast of “option 2” on 28.10.2022 (see the WA text exhibit “AMY-4” of 1st Respondent) within the valid period of “option 1” (25.10.2022 to 26.11.2022), “option 1” continues to exist to be enforced more so with the appointment of the solicitor Messrs. Salmizah & Co. on 18.12.2022 that saw the SPA being signed and further terms agreed. This can be glanced from the “warrant to act” exhibit “LBC-1” enclosure 7 affidavit in reply 2nd Respondent. [22] As a matter of fact, Messrs. Salmizah & Co was already engaged by the 1st Respondent earlier as can be seen from messages in “AMY-4” in which part payment of the deposit was initiated by the 2nd Respondent to the solicitor and the acknowledgement of receipt of the cheque for the sum of RM70,000.00 dated 13.12.2022. [23] Hence, there is no doubt that the 2nd Respondent has the right to caveat the land as done on 12.3.2023 until the determination of the transmission of Umarul’s share. The SPA signed by the 2nd Respondent and the sellers sufficiently addressed this point on transmission of the 7/32 share under the “Special Conditions’ and being part of the signed agreement. [24] This finding by this Court is by virtue of section 323(1)(a) and (b). The attention of this Court in coming to this finding is directed by the counsel for the Respondent to the case of Murugappa Chettiar Lakshamanan (Wasi Tunggal Harta Pesaka M.R.L Murugappa Chettiar, Simati) v Lee Teck Mook [1995] 1 MLRA 206 CA where Gopal Sri Ram JCA said to this effect, which would apply as against the applicant in this present case as follows: “Unless and until the purchaser has an enforceable contract for the sale of land, he can lay no claim to the title to registered land. A fortiori, he has no interest that is capable of protection by entry of a caveat. As we have said, the application for the entry of the caveat in the instant case contains no assertion of a concluded contract”. [25] The subsequent transaction that transpired between the seller and the 2nd Respondent goes to support the finding of a formation of a valid contract which sees the element of offer, acceptance and consideration of a concluded contract, contrary to the position in ‘option 2’ where although there was a meeting of mind prior between the seller and the Plaintiff at the time when ‘option 2’ was formulated, this no longer exist to its conclusion to form a binding contract. [26] Why this is so is firstly, nothing is adduced to show the move to create and execute the SPA between parties as expressly stipulated by the terms in “option 2” imposed on the option holder (purchaser). This is the opposite to what took place in “option 1” which sees the next step taken by the 1st and/or 2nd Respondent by securing a solicitor to formalize a binding contract and the important follow up obligations by parties. [27] The creation of a valid SPA, albeit was never part of the content of ‘option 1’ (unlike “option 2”), the terms that the seller would agree with the nomination of the identified solicitor named by the Respondent, must surely mean the fulfillment of the necessary conditions towards satisfying a concluded contract. Otherwise, “option 1” would have been automatically terminated for failure to identify a buyer and to deposit the 10% sum to the seller, but this did not happen (See: WA text messages exhibit “AMY-4”). [28] This Court is of the further view that the clause in “option 2” that “Upon fulfillment of above terms by option holder, seller be bound to sell the above property…” the reference to the “above terms” would clearly mean to the terms on ‘execution of SPA’, ‘transmission of the 7/32 share of Umarul to him’ and ‘payment of balance price’. There was nothing to indicate all these had been affected by the Plaintiff in the “option 2”. [29] Such being the case, to suggest that there was already in existence a binding contract may not be accurate, rather what had transpired is a termination of contract by the seller. What the Plaintiff is entitled to is the refund of the deposit and any other additional amount of damages (if stipulated by the “option” which this Court finds there is none). [30] For these reasons, this Court is of the view enclosure 1 for the removal of the caveat by the 2nd Respondent and a further restraint order from entering any other caveat is without merits and dismissed enclosure 1 with cost against the Plaintiff. [31] It is to be noted that this Court makes no finding on the caveat entered by the 1st Respondent as the subsequent caveat entered by the 2nd Respondent would have formalized the requirement of a ‘caveatable interest’ required by the NLC, coupled with the other actions towards fulfillment of the terms and conditions to form a valid contract by the Respondent. [32] As enclosure 1’s reliefs seek for the removal of caveat by the 1st Respondent followed with removal of caveat entered by the 2nd Respondent but not seeking for damages for the wrongful entry (subject to proof if successful), hence there is no necessity for this Court to make any determination on the caveat entered by the 1st Respondent. -Signed- (NURULHUDA NUR’AINI BINTI MOHAMAD NOR) Judge High Court of Malaya Johor Bahru Dated: 30th April 2024 COUNSEL For the Applicant: Raw Kim Hwa Messrs. C F Wong & Co Advocates & Solicitors N-47 & N-48, Tkt. 1, Jln. Susur Kulai 5 Batu 21, Taman Nam Tak 81000 Kulai For the Respondents: Ungku Ahmad Hafis bin Ungku Fathil (Mohamad Khaidir Rahmat with him) Messrs. Mohamad Khaidir Rahmat & Co. Advocates & Solicitors Unit 08.16, 8th Floor, Menara TJB