JUDGMENT
A. Introduction
[1] These appeals raise novel points of law concerning the Malaysian position on the common law restitutionary doctrine of total failure of consideration in light of this Court's prior rulings in Berjaya Times Square Sdn Bhd v. M-Concept Sdn Bhd [2009] 3 MLRA 1 and Damansara Realty Bhd v. Bungsar Hill Holdings Sdn Bhd & Anor [2012] 1 MLRA 311. These rulings have since been frequently applied by the lower courts and have garnered considerable attention from both legal scholars and practitioners. Much judicial and academic ink has been spilt analysing the legal developments introduced by these rulings. In this judgment, parties will be referred to as they were in the High Court.
[2] Through a letter dated 18 December 2024, the Registry of the Federal Court received an application from learned counsel for the Plaintiffs for these appeals to be heard by a panel larger than that which heard the above two (2) cases in light of the Plaintiffs' Leave Questions No 4 and 5. This request was granted.
[3] We heard the appeal on 24 January 2025 and, curia advisari vult, delivered our broad grounds on 8 April 2025, whereupon, having heard both learned counsel and after anxious consideration, we were constrained to allow the appeals. This is the full grounds of our unanimous decision.
[4] The present appeals, in essence, concern the Assignment Agreements involving four (4) vacant parcels of land assigned by the Plaintiffs to the Defendant for a consideration. These lands were acquired through a Sale and Purchase Agreement ("SPA") between the Plaintiffs and a land developer, which itself subsequently became involved in a broader sequence of separate proceedings involving the Plaintiffs, on the one hand, and the Defendant, on the other.
[5] The proceedings between the Plaintiffs and Defendant in the Courts below proceeded on the legality of these contracts as the central issues for judicial determination, and the leave questions framed by the Plaintiffs primarily concerned the parties' rights and liabilities arising from these contractual arrangements.