JUDGMENT

Gopal Sri Ram JCA:

[1] There are two appeals before us. The first is W-02-59-2008 (the striking out appeal); the second, W-02-339-2005 (the intervention appeal). At the suggestion of counsel on both sides we agreed to take both appeals together. But we heard arguments on the intervention appeal first as its result will have a direct bearing upon the striking out appeal. It will emerge later why this is so. There is a brief history to these appeals. Here it is.

[2] The original action in the court below was brought by the 2nd and 3rd respondents in the intervention appeal (as plaintiffs) against twenty defendants. Later, Koperasi Doktor Malaysia Berhad (KDMB) the 1st respondent in the intervention appeal applied to intervene in the action and be added as a co-defendant. The application was opposed by the appellants in the intervention appeal (the 1st, 2nd and 15th defendants in the court below). The judge who heard the application granted it. The 1st, 2nd and 15th defendants appealed that decision. This, then, is the intervention appeal. Later still, KDMB as the added defendant delivered its pleading in the form of a cross claim. It was directed at 1st, 2nd and 15th defendants (the appellants in the intervention appeal). These defendants applied to strike it out. They succeeded. KDMB has appealed against the order striking out its pleading. So much for the history. Now for some of the facts of immediate relevance.

[3] There is a company called Fomema Sdn Bhd (Fomema). It is the 20th defendant in the court below and the 4th respondent in the intervention appeal. Now, if you want to employ a foreign worker, say, a maid for your home, you have to satisfy the relevant authorities that he or she is medically fit. For that purpose the worker has to be medically examined. You have to register with Fomema to have that done because the examination must be conducted and the report issued by a doctor on Fomema's panel of doctors. You cannot go directly to a doctor of your choice. Fomema therefore has a monopoly over the issuance of medical reports of foreign workers in this country.

[4] At all times relevant to these appeals, Fomema had two shareholders. They were Anjur Dinamik Sdn Bhd or ADSB (the 5th respondent in the intervention appeal) and KDMB. ADSB had three shareholders, namely, the plaintiffs and the 1st, 2nd and 15th defendants. In their action, the plaintiffs impugned certain transactions that had been entered into between ADSB and some of the defendants in the court below who are not parties to either appeal before us. But the plaintiffs claimed no relief whatsoever either against ADSB or Fomema. KDMB based its application to intervene and be added as a defendant on two agreements it had with ADSB. These are a joint venture agreement dated 18 July 1995 and a shareholders agreement dated 3 October 1996. As explained by its counsel during argument, KDMB's case seems to be this. The plaintiffs in their action are claiming monies and other benefits from the 1st, 2nd and 15th defendants for their - and here I shall use a neutral term - alleged misconduct as a result of which they suffered loss. However, KDMB contends that while there was misconduct on the part of the aforementioned defendants, the compensation for breach of duty is payable to KDMB and not to the plaintiffs. It is here pertinent to note that the 1st, 2nd and 15th defendants were not parties to either of the aforesaid agreements. Those then are the undisputed facts relevant to the intervention appeal. And upon these facts the only question is whether the learned judge was correct in holding that KDMB had made out a case for intervention.

[5] In resolving that question, I begin, as I must, with RHC O. 15 r. 6(2)(b). It reads:

(2) At any stage of the proceedings in any cause or matter the court may on such terms as it thinks just and either of its own motion or on application:

(b) order any of the following persons to be added as a party, namely:

(i) any perso