A party must choose either rescission or specific performance as they are inconsistent, and amendments changing the nature of a claim can be denied if deemed tactical.

JUDGMENT

Liza Chan Sow Keng JC:

Introduction

[1] There were 4 applications before the Court for hearing:

(i) Enclosure ("Encl") 12 is the Plaintiff's application for an injunction to restrain the Defendants, their agents and/or servants from disposing of any shares and/or all assets from Ruizhi Plastics Sdn Bhd ("Ruizhi") and from the 3rd Defendant Company pending the disposal of the present Suit;

(ii) Enclosure 29 is the Plaintiff's application to join Ruizhi as a Defendant and to amend his Writ of Summons ("Writ") and Statement of Claim ("SOC") pursuant to O 15 r 6 and O 20 r 5 of the Rules of ("ROC"), 2012 respectively;

(iii) Enclosure 26 is the Plaintiff's application to amend Encl 12 to reflect the proposed amendments sought for in Encl 29; and

(iv) Enclosure 14 is the 3rd Defendant's application to strike out the Writ and SOC both redated 14 September 2020 pursuant to O 18 r 19(1)(a) ROC, 2012.

[2] On 18 November 2020, after considering the written submissions filed by the parties and the online arguments conducted via e-review, I dismissed Encls 29, 26, 12 and 14.

[3] As the matters were related, it is convenient to deal with all the 4 enclosures in one judgment. This judgment as such contains the full reasons for dismissal of all 4 enclosures.

Background

[4] The Plaintiff was at all material times a director and shareholder of Ruizhi, holding 1,400,000 shares representing 70% of the total shares of 2,000,000 in Ruizhi as Trustee, for and on behalf of the 1st and 2nd Defendants. The arrangements between the parties were set out in a Shareholders' Agreement and Trust Deeds all dated 11 December 2018.

[5] The Plaintiff also used to be a director and shareholder of the 3rd Defendant since incorporation on 6 March 2017 until 23 September 2019 holding shares registered in his name for the 1st and 2nd Defendants.

[6] Sometime in January 2019, the 1st and 2nd Defendants were desirous to sell their shares in Ruizhi.

[7] The Plaintiff informed the 1st and 2nd Defendants of his intention and desire to purchase all the Ruizhi shares totalling 2,000,000 at a purchase price of RM1,800,000.00.

[8] The 1st and 2nd Defendants agreed to sell their entire 2,000,000 shares in Ruizhi to the Plaintiff at RM1,800,000.00.

[9] The terms of the sale and purchase of the Ruizhi shares were reflected in an agreement dated 11 July 2019 executed under the letterhead of the 3rd Defendant ("the SSA").

[10] According to the terms of sale, the balance purchase price was to be paid at end October 2019.

[11] The Plaintiff had paid and/or set-off a sum of RM1,292,600.00 of the purchase price leaving a balance sum of RM680,130.80 to be paid.

[12] It is common ground that the balance payment date was extended to 1 June 2020 ("extended payment date"). Time was to be the essence.

[13] On 1 June 2020, the 1st Defendant (and also on behalf of the 2nd Defendant) terminated the Share Sale Agreement and this was communicated to the Plaintiff by the 1st Defendant. Hence the present suit was filed by the Plaintiff. Meanwhile, the Plaintiff remained in control and management of Ruizhi.

[14] Pending the inter partes hearing of Encl 12, the Plaintiff was removed as a director of Ruizhi on 14 September 2020 allegedly pursuant to cl 4.1.4 of the Shareholders' Agreement and a new director named Balamurugan A/L Mariappan was appointed in his stead.

[15] For ease of reference, the chronology of events that had transpired up to filing of Encl 29 and 26 prepared by the Defendants and which is indisputable is produced:

Enclosure 29

[16] At the hearing on 18 November 2020, it was agreed by the parties that Encl 29 will be heard first, and the fate of Encl 26 will follow Encl 29. The Court acceded to the arrangement.

[17] In summary, the Plaintiff's grounds for Encl 29 are:

(i) it was necessary to join Ruizhi as a defendant;

(ii) the amendments are bonafide and are justified by all contemporaneous documents exchanged as-between the parties. Additionally, full particulars of the proposed amendments have be