JUDGMENT

Noor Hayati Mat J:

Introduction

[1] The Plaintiff filed this application in encl 13 to re-amend its Amended Statement of Claim dated 19 June 2024 pursuant to O 20 r 5 of the Rules of 2012 (ROC).

[2] After hearing both parties, I dismissed the application with costs and hence this appeal to the Court of Appeal.

Brief Facts

[3] From the pleadings filed, Plaintiff was formerly known as LD Plastics Industries Sdn Bhd and is primarily involved in the business of plastic manufacturing since 2001. The Defendant, too, in some way, was in a similar line of business with the plaintiff.

[4] Sometime in 2019, defendant's Managing Director, Bong Sook Fong, had orally conveyed to plaintiff's Managing Director, Ooi Tse Biing, of the defendant's intention to buy all plaintiff's moveable assets, customers and 'goodwill' of the company for a total of RM8,009,653.58 provided that the plaintiff ceased to conduct business and operate under the name of LD Plastics Industries Sdn Bhd.

[5] During the course of negotiations and discussions, both parties accepted the offer for the defendant to take over the liabilities, goodwill and movable assets of plaintiff, totalling RM8,009,653.58.

[6] Consequently, Defendant paid RM4,005,343.75 to plaintiff as part of the purchase price of RM3,005,343.75 in the form of 750,000 units of shares in defendant to be registered in the name of plaintiff's Managing Director, Ooi Tse Biing and another RM1,000,000.00 to satisfy plaintiff's loan facility with Credit Guarantee Corporation.

[7] The remaining RM4,004,309.83 was to be paid by defendant as the full purchase price to conclude the transaction. Despite having committed through its Managing Director to satisfy the remaining sum by December 2024, the defendant has failed to pay the full purchase price.

[8] The Plaintiff filed this suit against the defendant to recover the remaining balance of RM4,004,309.83 for the sale of the business

[9] Defendant filed their defence and a counterclaim. Subsequently, Plaintiff then filed this application to re-amend the Amended Statement of Claim to add new parties to the main suit in an attempt to provide the full context of the transaction that transpired between the parties.

The Application for Amendment

[10] Plaintiff's grounds for the re-amendment are as follows:

(1) Since Ooi Tse Biing and Polymer Connect Sdn Bhd were brought in as a party in the counterclaim, Plaintiff asserted that there is a need to add additional paras (3 (a) and (b)) to clarify with respect to the cause of action accruing to the defendant.

(2) This amendment is necessary following the addition of parties and a new claim filed by the defendant in their counterclaim.

(3) The amendment is intended to enable the real questions and issues in controversy between the parties to be determined.

(4) No prejudice to the defendant, and the rest of the suit remains intact.

(5) This is a bona fide application.

Defendant's Objection

[11] The Defendant submitted as follows:

(1) The proposed amendment is not bona fide and is a tactical ploy to defeat the defendant's case.

(2) The amendments seek to import plaintiff's defence to the counterclaim into its Statement of Claim in the main action.

(3) These amendments did not come willingly and were made after the defendant pointed out the defects and deficiencies in the plaintiff's case.

(4) The facts that the plaintiff seek to clarify were available since the filing of the main suit.

(5) This will cause irreparable prejudice to the defendant or non-parties to the main suit.

Analysis and Findings

[12] Plaintiff had attempted at length to explain the necessity of the additional factual explanations to be inserted and pleaded in the main Statement of Claim after the defendant's allegations in their counterclaim.

[13] As admitted by the plaintiff, the purpose of the insertion was to clarify what was already pleaded by them in the main action. The only reason for the additional clarification was due to the defendant adding more parties to their c