JUDGMENT

Mohd. Azmi FJ:

This is an appeal from the dismissal of an application under O. 20 r. 5, Rules of the High Court 1980, for leave to amend the amended statement of claim after pleadings had closed but before the commencement of actual trial.

By the amended statement of claim dated 22 May 1980, the appellants as judgment creditors of the first respondent, sued the four respondents for an order that a debenture issued on 24 November 1977 by the first respondent in favour of the second respondent, be declared null and void. Although the debenture was purportedly issued to secure a principal sum of six million Singapore dollars which was alleged to be due from the first respondent to the second respondent, it is pleaded that no such debt was in fact owing to the second respondent, and even if there were such a debt, everything had been settled prior to the date of issue of the said debenture and as such the 1977 debenture was null and void for lack of consideration. The appellants also challenged the validity of a charge created by the first respondent in November 1977 in favour of the second respondent, over a piece of land at Batu Tiga, Selangor, pursuant to the said debenture to secure repayment of the alleged loan. The third and fourth respondents were brought into the picture merely in their capacity as Receivers and Managers of the first respondent appointed under the impugned debenture. The appellants therefore prayed for an order that their appointments be declared null and void as well, and they also sought for other consequential reliefs. By July 1980, the four respondents had filed their statements of defence, and the crux of their defence was that the appellants had no reasonable cause of action against them on the grounds that the appellants were not a party either to the debenture or the charge. They also denied that the debenture was created without consideration. They maintained that a debt in the principal sum of not exceeding six million Singapore dollars was owing to the second respondent by the first respondent as recited in the debenture. By summons in chambers dated 20 February 1981, the appellants applied for leave to amend the amended statement of claim. When the application came up for hearing in chambers on 10 March 1981, it was dismissed with costs. On the same day the learned Judge allowed an application by the respondents for a point of law to be tried to determine whether as judgment creditors of the first respondent, the appellants had any right in respect of the debenture. The learned Judge also issued a certificate under O. 56 r. 2(2) Rules of the High Court, certifying that he required no further argument in respect of the appellants' application.

Looking at the proposed amendment to the amended statement of claim, it would if allowed have three significant effects. Firstly, the appellants would be suing not only in their capacity as judgment creditors but also as majority shareholders of the first respondent company (paras. 2, 3 and 5). Secondly, fraud (or unlawful conspiracy as the appellants would prefer to call it) would be pleaded expressly in the creation of 1977 debenture instead of mere lack of consideration and security for non-existent debt (paras. 21 to 34). Thirdly, by para. 35 of the proposed amendment, s. 11 of the Exchange Control Act 1953 would be pleaded to render both the debenture and the charge null and void. But before us only the first and second effects are being canvassed seriously.

Under O. 20 of the Rules of the High Court 1980, which is equivalent to O. 28 Rules of Supreme Court, a Judge has a discretion to allow leave to amend pleadings. Like any other discretion, it must of course be exercised judicially [see KamHoy Trading v. Kam Fatt Tin Mine [1963] . The general principle is that the Court will allow such amendments as will cause no injustice to the other parties. Three basic questions should be considered to determine whether injustice would or would not res