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HIGH COURT MALAYA KUALA LUMPUR
RANDY NG KAI SHENG – Appellant
Versus
BEMED (PTJ) SDN BHD – Respondent
[Writ Summons No: WA-22NCC-46-01/2025]
Key Points: - Amendments to pleadings should be allowed to clarify issues (!) (!) . - Procedural errors can be rectified if they do not cause significant prejudice to the opposing party (!) (!) . - The defendant sought to strike out amendments to the Statement of Claim and paragraphs of the Reply (!) (!) . - The court found that the amendments were not drastic and did not cause serious prejudice to the defendant (!) (!) . - Minor typographical errors can be cured under Order 2 Rule 1(1) of the Rules of Court 2012 (!) (!) . - Prejudice, in the context of amendment applications, means the inability to pursue or defend the suit, not merely a disadvantage (!) . - The fact that an amendment might lead to the defeat of the opposing party is not the sort of prejudice contemplated by the rules (!) (!) . - The defendant's application to strike out the amendments was dismissed with costs (!) (!) . - The court emphasized that amendments should be permitted to determine the real question in controversy between the parties (!) (!) . - The court found the defendant's contentions regarding the amendments to be without merit (!) (!) .
[Application To Strike Out Amendment Made To Statement Of Claim And Certain Paragraphs In Reply]
Introduction
[1] On 2 April 2025, I heard two applications.
[2] The plaintiff filed for summary judgment of his claim. [See encl 17].
[3] The defendant filed under encl 24:
i. To strike out an amendment made by the plaintiff to para 21 of the Statement of Claim dated 4 June 2024 pursuant to O 20 r 4(2) and O 18 r 19 of the Rules of Court 2012 [" ROC 2012"]; and
ii. To strike out paras 7 (a), (b) (f), 10 (b), (j), (k) (m) and 12 (e) of the plaintiff's Reply dated 26 August 2024 under O 18 r 19 ROC 2012.
[4] I granted partly the plaintiff's application in encl 17 and made the following order:
Defendant shall pay the Plaintiff RM200,000.00 being the Tranche (2) payment under the Share Sale Agreement with interest set out at prayer (5).
Defendant shall pay the Plaintiff RM 10,000.00 being incentive fee with interest. Costs of RM10,000.00 to be paid by the Defendant to Plaintiff subject to allocatur. The rest of the claim to go for trial including Tranches 3 and 4.
[5] I dismissed the defendant's application in encl 24 with costs of RM 5,000.00 subject to allocatur. Trial is now fixed for 4th,15th, 17th, 21st and 22 September 2026.
[6] On 24 April 2025, the defendant has appealed to the Court of Appeal against my dismissal of encl 24. The defendant did not appeal against my summary judgment order for encl 17.
[7] These are my Grounds of Judgment for my decision in encl 24.
Material Facts Of The Case
[8] The plaintiff's claim against the defendant is based on the defendant's alleged breach of a Share Sale Agreement between the plaintiff and the defendant dated 1 December 2022 ("Share Sale Agreement") and alleged breach of a Consultant Agreement dated 1 December 2022 ("Consultant Agreement").
[9] I shall start with the Share Sale Agreement.
Share Sale Agreement
[10] Pursuant to the Share Sale Agreement, the defendant had agreed to purchase 150,000.00 shares which constitutes 100% of the equity interest in a company called RJ Drugstore Sdn Bhd ("Shares") from the plaintiff at a purchase consideration of RM 1,450,000.00. The payment of the purchase consideration was divided into four tranches of payment.
[11] Upon the signing the Share Sale Agreement, the defendant has appointed its own directors in RJ Drugstore Sdn Bhd and took control of the company.
[12] Upon transfer of all the Shares to the defendant, Tranche 1 payment was paid in full by the defendant to the plaintiff.
[13] Tranche 2, Tranche 3 and Tranche 4 payments are subject to the Plaintiff fulfilling the conditions of achieving the yearly net profit guarantee of RM 200,000.00 for RJ Drugstore Sdn Bhd for the financial years 2022, 2023 and 2024 and the continue servicing of the banking facility which was procured by RJ Drugstore Sdn Bhd on April 2022.
[14] It is undisputed that the plaintiff has fully settled the banking facility.
[15] Disputes arose between the parties whether the plaintiff are entitled to the Tranche 2, Tranche 3 and Tranche 4 payments.
Consultant Agreement
[16] Pursuant to a Consultant Agreement, the defendant had appointed the plaintiff as the Principal Consultant for the defendant's company for a period of 36 months beginning 1 December 2022.
[17] One of the terms in the Consultant Agreement is that the plaintiff is entitled to receive an incentive fee of RM 10,000.00 for every successful outlet opening.
[18] The plaintiff alleged that despite having successfully assisted the defendant to open a new outlet of pharmacy located at 70, Jalan MP 10, Taman Merdeka Permai, Batu Berendam, 75350 Melaka, the defendant did not pay the plaintiff the RM10,000.00 incentive fee as per the Consultant Agreement.
Suit At The Sessions Court
[19] The plaintiff thus filed a suit at the Sessions Court against the defendant on 4 June 2024. The defendant filed a Defence and Counterclaim dated 15 July 2024. The plaintiff then filed an Amended Statement of Claim and Reply which di
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