The court upheld the principle of consolidation to prevent inconsistent judgments across related suits.

[1] The appellant ("Jaya Sudhir") was aggrieved by the refusal of the High Court to consolidate two suits in which he was directly involved - as a defendant in Suit No WA-22NCVC-544-08-2016 ("Suit 544") and as a plaintiff in Suit No: WA-22NCC-165-05-2017 ("Suit 165"). The legal disputes concerned a joint venture company, Nautilus Tug & Towage Sdn Bhd ("the joint venture company") which at the time of its incorporation was for the purpose of undertaking a continuation of a project by another entity, Vale. The joint venture company was owned by Azimuth Marine Sdn Bhd ("Azimuth") and Nautical Supreme Sdn Bhd ("Nautical") with Azimuth holding 80% shares and Nautical, the remaining 20%. This shareholding was provided for in a shareholders agreement dated 15 March 2013. Then on 16 December 2015, Azimuth transferred 10% of its shares in the joint venture company to Jaya Sudhir and the following year, Jaya Sudhir was appointed a director of the joint venture company. Nautical alleged that the said transfer by Azimuth was in breach of the shareholders agreement and sued Jaya Sudhir in Suit 544, contending inter alia, that he had wrongfully procured the shares and/or had induced Azimuth to breach the said agreement. Jaya Sudhir subsequently filed Suit 165 contending that there was a collateral understanding between him, Nautical and Azimuth that he was the beneficial owner of 80% of the joint venture company's shares held in Azimuth's name, that he would be entitled to participate in the equity of the joint venture company with Nautical's consent and therefore no further consent was necessary to divest part of the Azimuth's 80% shares in the joint venture company to him. Why this consent was raised was because cl 9.1 of the shareholders agreement restricts the transfer of shares in the joint venture company in the manner prescribed therein and consent is a pre-condition to such a transfer. The relevant provision of cl 9.1, ie subclauses (a) and (c) are reproduced below:

Clause 9.1

"(a) No Shareholder shall transfer shares held by it in the capital of the company or otherwise sell, dispose or deal with all or any part of its interest in such shares otherwise than in accordance with the provisions of the company's Articles of Association until and unless the rights of pre-emption conferred by this Clause have been exhausted.

(b) ...

(c) Every shareholder who desires to transfer any share or shares in the company (for the purpose of this cl 9.1 only, referred to as the Transferor') shall give to the company a notice in writing of such desire ('Transfer Notice') Subject as hereinafter mentioned, a Transfer Notice shall constitute the company as the Transferor's agent for the sale of the share of shares specified therein (the 'said shares'). Upon the company's receipt of the Transfer Notice, the Directors shall offer the said Shares for sale, in one or more lots, at the discretion of the Directors, to the Shareholders other than the Transferor at the Prescribed Price."

[2] No such consent was obtained, said Nautical when Azimuth effected the transfer of its shares in the joint venture company to Jaya Sudhir. Jaya Sudhir on the other hand contended that one Dato' Seri Timor Shah Rafiq, a Director of both Nautical and the joint venture company, had facilitated a breach of that collateral understanding and for which the said personality was sued by him as the 1st defendant in Suit 165, Nautical as the 2nd defendant, Azimuth as the 3rd defendant and the joint venture company as the 4th and final defendant.

[3] It has to be mentioned also that Nautical did serve a notice of arbitration to Azimuth and the joint venture company for breach of the shareholders agreement pursuant to