Avinder Singh Gill Ranjit Singh JC:

[1] The plaintiffs in this suit applied vide encl 102 to amend their Statement of Claim. This Application was filed on 21 October 2025 and is supported by Encl 103 and Encl 107, whereas it is opposed by the Defendant, vide Encl 105.

[2] The parties filed their respective Written Submissions and Bundles of Authorities in Encls 19 and 110 for the Defendant, and Encls 111 and 112 for the Plaintiffs.

[3] The trial dates had been previously set for 3, 4, 5 and 6 November 2025 and 19 to 20 November 2025 by the previous Learned Judge on 2 October 2024 during Case Management. However, Counsel for the Defendant had applied to vacate the trial dates on 5 and 6 November 2025 at the Case Management on 18 September 2025, as he had a 2021 part-heard trial on those days. The Court had allowed this.

[4] The Application to amend in Encl 102 and was not the first time such an Application had been made by the Plaintiffs. Prior to Encl 102, the Plaintiffs had filed and obtained Orders to Amend their Statement of Claim twice, by Order dated 27 October 2023, where the Plaintiffs amended their Writ and Statement of Claim; and then again on 30 July 2025.

[5] Encl 102 is the Plaintiffs' third Application to Amend their Statement of Claim.

[6] On 3 November 2025, I delivered broad grounds dismissing Encl 102. These are now my detailed grounds.

A. Background Facts As Pleaded

[7] The Plaintiffs' Case

7.1 The Plaintiffs allege that in 2017, they entered into an oral profit-sharing agreement with the 1st Defendant, represented by the 2nd Defendant. They allege that the profits from certain projects were to be shared equally after expenses.

7.2 There are six projects alleged in the Re-Amended Statement of Claim [the second Amended Statement of Claim] in Encl 74, which forms part of the alleged oral profit-sharing agreement, namely, Trinity Aquata, Vistayu, Tropicana, Sky Boutique Hotel, Suria Land, and TSI Domain, and one which is alleged to be non-profit sharing, namely the Elevia Project.

7.3 The Plaintiffs alleged the First Defendant failed to pay the full share of the profits and did not reimburse expenses, causing a total shortfall of RM2,092,687.39 [as pleaded in para 56 of the Re-Amended Statement of Claim in Encl 74], which the Plaintiffs claim is the sum from which the Defendants have unjustly enriched themselves.

7.4 The Plaintiffs allege fraud against the Defendants, pleading, inter alia, that the Defendants never intended to honour the alleged oral agreement and allegedly made false representations to obtain the Plaintiffs' services at a reduced cost or cheaply.

7.5 The reliefs sought in the Re-Amended Statement of Claim in Encl 74 are:

a. The payment of the sum of RM2,021,651.74, being the sum payable jointly or severally, by the Defendants;

b. The sum of RM74,783.08 which is the estimated bank interest;

c. An account of all the profits for the six projects;

d. All accounting and investigations to ascertain the sums that ought to be paid to the Plaintiffs; and

e. Aggravated damages, general damages, and Costs.

[8] The Defendants' case

8.1 The Defendants deny any oral profit-sharing arrangement, asserting that Plaintiffs were subcontractors who were engaged per project, sometimes under Letters of Award.

8.2 Pertaining to the projects pleaded, the Defendants allege that the Plaintiffs failed to complete or abandoned works on several projects, causing the First Defendant to incur additional rectification costs.

8.3 The Defendants deny the allegation of fraud and unjust enrichment as baseless and plead that the Plaintiffs have already been paid and any profit-sharing claim would unjustly enrich the Plaintiffs.

8.4 By their Counterclaim, the Defendants seek recovery of overpayments and rectification costs totalling more than RM200,000.00 plus damages for alleged malicious prosecution against the Second Defendant.

8.5 In their Reply and Defence to Counterclaim, the Plaintiffs maintain that an oral profit-sharing agreement existe