A court may consolidate proceedings when there are common questions of law or fact to prevent inconsistent findings and promote judicial economy, particularly when fraud allegations necessitate oral evidence.

Decision On Encl 24

[1] This is the plaintiff's Application pursuant to encl 24 to consolidate, transfer and convert this Originating Summons ['OS'] with Writ of Summons No: WA-22NCC-389-06/2025 ['Suit'].

[2] The Plaintiff invoked the following Rules of Court 2012, namely, O 4 r 1, O 28 r 8 and/or O 57 r 1 and/or the inherent jurisdiction of this Court.

[3] The parties filed voluminous Affidavits in support and in opposition to the Application.

[4] The plaintiff in its Application and Affidavits deposed that:

a) Consolidation and transfer are necessary as both Suits stem from a common contractual framework, and there is an overlap of facts and legal issues in both proceedings, particularly a pattern of dishonesty, bad faith, and manipulation of procedure by the defendant, which arose from a letter dated 5 June 2025 addressed to Pacific Trustees Bhd.

b) Premised on the above, the Plaintiff contends that due to the same, the OS ought to be converted into a Writ Action.

[5] The Defendant opposes the Application on the grounds that the OS and the Suit are distinct in their causes of action, legal issues and procedural postures, and that the Application is a tactical manoeuvre to delay the disposal of the OS.

The Background

[6] Both Suits arise from the breakdown of a joint venture between the parties that are governed by a series of interrelated agreements:

a) Joint Venture and Shareholders Agreement (JVA);

b) Settlement Agreement dated 1 November 2023;

c) Share Sale Agreement (SSA); and

d) Escrow Agreement.

[7] The OS concerns a contractual claim for Liquidated Ascertained Damages (LAD) refunds under cl 11.2 of a Settlement Agreement dated 1 November 2023.

[8] The Suit, which was filed subsequently, alleges fraudulent conduct by the Defendant concerning the retention sum under a Share Sale Agreement and Escrow Agreement. Both these agreements stem from the Settlement Agreement.

[9] The Plaintiff contends that the defendant's conduct in both Suits forms part of a continuous and calculated scheme to deprive the Plaintiff of contractual entitlements culminating in the issuance of an "Eleventh Hour" letter dated 5 June 2025.

[10] Paragraph 29 of the Statement of Claim in the Suit expressly pleads the LAD dispute from the OS as part of the factual matrix, underscoring the interdependence of the two Suits.

[11] The issue to be determined is whether the OS ought to be consolidated and transferred to the Suit Action, and whether the OS ought to be converted into a Writ Action.

[12] In this regard, the following will have to be determined:

a) Whether the OS and the Suit share common questions of law or fact sufficient to justify consolidation under O 4 r 1 of the Rules of Court 2012 ['RC 2012'].

b) Whether conversion of the OS is warranted under O 28 r 8 of the RC 2012.

c) Whether a transfer to the Suit ought to be allowed pursuant to O 57 r 1 of the RC 2012.

The Law On Consolidation, Transfer And Conversion

[13] Order 4 rule 1 of the RC 2012 reads:

(1) Where two or more causes or matters are pending, and if it appears to the Court that:

a) some common question of law or fact arises in both or all of them;

b) the rights to relief claimed therein are in respect of or arise out of the same transaction or series of transactions; or

c) for some other reason it is desirable to make an order under this rule,

the Cou