Zhao Mei'E v Mbi International Sdn. Bhd. (WA-22NCC-781-11/2025)

ZHAO MEI'E

ZHAO YU'E

LIANG XIANHUA

QIN HUI

ZHAO YONGBIN

ZHU WU

ZHAO XIU'E

ZHAO ZHIWEI

WU CAIHUAN

WANG YONGQIANG

LIN ZHIJUN

XU HUILONG

GAO JUAN

LIN GUANQIN

LI XUANFEI

HUANG ZHIQUAN

ZHAO WENTANG

YANG YINGFEN

ZHANG GUIHUA

CHEN GUIFEN

ZHAO HANWEN

ZHANG BINBIN

CHEN WENSHAN

HUANG RENJUN

DING XIAN

DONG CAIXIA

LIN SONGQING

YUAN XIANHUI

LI WENQING

LI BENMIN

GAO JIE (NO. PASPORT REPUBLIK RAKYAT CHINA: EA8263825)

JIAO ZUGUO

ZHAO DAIYING

LIANG ERFA

XU ZHONGSHAN

XIE FENGYING

LYU YANHUA

HUANG QIULAN

ZHANG HUAYING

HUANG ZHEN

YANG CHANGBU

ZHONG YANBO

YANG XINGYUAN

PENG MINGSUN

FENG YUNFEI

LUO TINGYAN

CHEN ZHONGJUN

LIN HUIMING

ZHAO JUNHONG

ZHANG QUANSHENG (NO. K/P REPUBLIK RAKYAT CHINA: 422429197005020673) …PLAINTIFF-PLAINTIFF

MBI INTERNATIONAL SDN. BHD.

MFACE INTERNATIONAL SDN. BHD. (DALAM LIKUIDASI)

TEOW WOOI HUAT

NG CHOOI CHUN

TEOW CHEE CHOW

TEOW EE MENG

KAU FONG SENG

WONG WEN TORNG

MBI MARKETING SDN. BHD.

MBI PROPERTY SDN. BHD.

TUAH SEMENANJUNG SDN. BHD.

EVERGREEN MORE SDN. BHD.

SURE COMMERCE SDN. BHD.

MILLENNIUM WALK SDN. BHD.

UCM HOLDINGS SDN. BHD.

M CIRCUSS SDN. BHD.

MORGAN ASSET SDN. BHD. (NO. SYARIKAT: 1193972-M) …DEFENDANT-DEFENDANT CONSOLIDATED GROUNDS OF JUDGMENT (Enclosure 4, 13 and 15)

Before this Court are three interlocutory applications arising in the same suit. The suit involves 50 Plaintiffs and 17 Defendants. The Plaintiffs are all ordinarily resident outside Malaysia.

The first application is by the Plaintiffs (Kandungan 4) for an order to transfer or consolidate the present proceedings with a related matter pending before Mahkamah Tinggi Dagang 8 ("MTD8") of this Court.

The second application is by the 3rd to 8th Defendants (Kandungan 13) for an order that the Plaintiffs furnish security for costs in the sum of RM500,000.00, to be paid into the client account of the Plaintiffs' solicitors.

The third application is by the 1st, 9th to 17th Defendants (Kandungan 15) for the same relief — an order that the Plaintiffs furnish security for costs in the sum of RM500,000.00, likewise to be paid into the client account of the Plaintiffs' solicitors.

Having heard submissions from all parties on all three applications, this Court: a. dismisses Kandungan 4, with costs of RM3,000.00 to the Defendants; and b. allows Kandungan 13 and Kandungan 15, and orders the Plaintiffs to furnish security for costs in the sum of RM500,000.00 each, to be paid into the client account of the Plaintiffs' solicitors within 14 days.

These are the consolidated grounds for all three decisions.

The present suit was filed on 14/11/2025 in the ordinary course of the Court's case allocation process. The 50 Plaintiffs are all ordinarily resident outside Malaysia. The Defendants are 17 in number.

The Plaintiffs assert that a separate but related matter involving substantially similar subject matter is currently pending before MTD8, which sits within the same division and the same building as this Court. On that basis, the Plaintiffs applied by Kandungan 4 for the present suit to be transferred to MTD8 or, in the alternative, consolidated with the proceedings there.

The 3rd to 8th Defendants (Kandungan 13) and the 1st, 9th to 17th Defendants (Kandungan 15) each separately applied for security for costs, relying on the foreign residency of all 50 Plaintiffs, the absence of any information as to their solvency or continued existence, and the impracticality of enforcing any adverse costs order against them.

The Plaintiffs oppose both applications under Kandungan 13 and 15.

A. Kandungan 4 — Transfer/Consolidation The Plaintiffs submit that since a related matter is pending before MTD8, it is more efficient and produces greater consistency if both matters are heard by the same judge.

The Plaintiffs contend that the judge in MTD8 has acquired familiarity with the facts and background common to both matters and that this familiarity would assist in the expeditious disposal of the present suit.

The Defendants oppose the application. They characterise it as an exercise in judge shopping — an attempt to move the matter before a judge perceived by the Plaintiffs to be more favourable. They submit that case allocation is an administrative function of the Court and is not amenable to manipulation by a party's preference. No principled basis for transfer has been shown.

B. Kandungan 13 and 15 — Security for Costs The 3rd to 8th Defendants (Kandungan 13) and the 1st, 9th to 17th Defendants (Kandungan 15) each submit that the Plaintiffs are all foreign residents and that there is no reliable information before the Court as to the solvency, current whereabouts, or continued existence of each of the 50 Plaintiffs. They submit that enforcing an adverse costs order against 50 foreign individuals would be commercially impossible. The sum of RM500,000.00 is said to be reasonable and, if anything, conservative given the number of parties and the complexity of the litigation.

The Plaintiffs resist both security applications on the ground that an order for security would effectively stifle their claim as not all 50 Plaintiffs may be in a position to contribute. They assert their claim is bona fide and meritorious.

IV. ISSUES FOR DETERMINATION The following issues arise for determination: a. Kandungan 4 (Transfer/Consolidation) i. Whether the Plaintiffs have demonstrated sufficient cause or special reason to justify a transfer or consolidation of the present proceedings to MTD8; ii. Whether the application constitutes judge shopping; and iii. Whether, even if the threshold conditions were satisfied, it is expedient to order the transfer or consolidation, having regard to the scale of the present proceedings. b. Kandungan 13 and 15 (Security for Costs) i. Whether the threshold conditions under Order 23 rule 1(1) of the Rules of Court 2012 are satisfied; ii. Whether the Court should exercise its discretion to order security for costs, having regard to all the circumstances; and iii. Whether the quantum of RM500,000.00 for each application is justified.

A. Kandungan 4 — Transfer and Consolidation Order 4 rule 1(1) of the Rules of Court 2012 provides as follows: a. "Where two or more causes or matters are pending, and if it appears to the Court that — i. some common question of law or fact arises in both or all of them; ii. the rights to relief claimed therein are in respect of or arise out of the same transaction or series of transactions; or iii. for some other reason it is desirable to make an order under this rule, b. the Court may order the causes or matters to be consolidated on such terms as it thinks just or may order the causes or matters to be tried at the same time or one immediately after another or may order any of the causes or matters to be stayed until after the determination of any other of the causes or matters."

17 Order 92 rule 4 of the Rules of Court 2012 preserves the inherent jurisdiction of the Court: "For the avoidance of doubt it is hereby declared that nothing in these rules shall be deemed to limit or affect the inherent powers of the Court to make any order as may be necessary to prevent injustice or to prevent an abuse of the process of the Court."

The primary purpose of consolidation is to save cost, time and effort, and to make the conduct of several actions more convenient by treating them as one action: Aw Yong Wai Choo v Arief Trading Sdn Bhd & Anor [2001] 5 MLJ 526, per James Foong J (later FCJ), adopting Halsbury's Laws of England (4th Ed). Even where the purpose of consolidation is served, the Court retains a discretion which must be exercised justly.

The threshold conditions under Order 4 rule 1(1) are disjunctive — it is sufficient for an applicant to satisfy any one of the three limbs: Ng Joo Soon @ Nga Ju Soon v Devechem Holdings (M) Sdn Bhd [2010] MLJU 1854. Satisfaction of the threshold, however, does not give rise to any automatic right to consolidation or transfer. The Court's discretion survives and must be exercised on the facts of each case.

The breadth of the residual discretion is confirmed in MCAT Gen Sdn Bhd v Celcom (Malaysia) Berhad [2007] 8 MLJ 277, where consolidation was ordered even where the applicant stood to obtain the collateral advantage of bypassing limitation. That discretion is equally available to refuse a transfer where the balance of circumstances does not support it.

The burden lies on the applicant to establish sufficient cause. Where, as here, the application is for a transfer within the same court, the same division and the same building — not a transfer between different state courts — the bar of "special reason" is correspondingly high. A request that a matter be heard by a different judge within the same court, dressed up as a consolidation application, calls for close scrutiny.

B. Kandungan 13 and 15 — Security for Costs Order 23 rule 1(1) of the Rules of Court 2012 provides as follows: "Where, on the application of a defendant to an action or other proceeding in the Court, it appears to the Court —

that the plaintiff is ordinarily resident out of the jurisdiction;

that the plaintiff (not being a plaintiff who is suing in a representative capacity) is a nominal plaintiff who is suing for the benefit of some other person and that there is reason to believe that he will be unable to pay the costs of the defendant if ordered to do so;

subject to paragraph (2), that the plaintiff's address is not stated. in the writ or other originating process or is incorrectly stated therein; or

that the plaintiff has changed his address during the course of the proceedings with a view to evading the consequences of the litigation, then if, having regard to all the circumstances of the case, the Court thinks it just to do so, it may order the plaintiff to give such security for the defendant's costs and for the costs of any appeal, as it thinks just."

In Kasturi Palm Products v Palmex Industries Sdn Bhd [1986] 2 MLJ 310, Mohamed Dzaiddin J (later Chief Justice) held, following Lord Denning MR in Sir Lindsay Parkinson & Co Ltd v Triplan Ltd [1973] 2 All ER 273, that there is no single rigid requirement for an order for security for costs. The Court must consider the cumulative effect of all the different circumstances before making the order. The discretion must be exercised justly.

It is prima facie unjust that a foreign plaintiff, who by virtue of his foreign residence is more or less immune from the practical consequences of an adverse costs order, should be permitted to proceed without making funds available within the jurisdiction against which such an order can be executed.

The burden of showing that an order for security would stifle a meritorious claim rests on the Plaintiff. A Plaintiff who remains silent as to its financial standing, when security is sought, does so at its peril: Strukturmas (Selangor) Sdn Bhd v Majlis Perbandaran Petaling Jaya [2001] 3 MLJ 344. The bare assertion of potential difficulty is insufficient. The Plaintiff must demonstrate that the claim will probably be stifled: Faridah Begum Bte Abdullah v Dato' Michael Chong [1995] 2 MLJ 404.

A. Kandungan 4 — Transfer/Consolidation This Court addresses each issue in turn.

Issue (a): Whether sufficient cause or special reason has been shown The Plaintiffs' application rests entirely on the fact that a related matter has been assigned to and heard in MTD8. No specific common question of law or fact remaining live and undetermined in both proceedings was identified. No overlap of witnesses or shared evidence was described. No argument was made that the two matters arise from the same transaction or series of transactions in a manner that would make consolidation necessary rather than merely convenient.

The basis of the application is, in substance, that the judge in MTD8 has greater familiarity with the background facts. This Court does not accept that judicial familiarity, without more, constitutes a special reason under Order 4 rule 1. The purpose of consolidation is to save time and costs by treating multiple actions as one: Aw Yong Wai Choo v Arief Trading Sdn Bhd & Anor [2001] 5 MLJ 526. Consolidation is not a mechanism for a party to choose its preferred judge.

Furthermore, the transfer sought is not from one state to another nor between courts in different locations. Both this Court and MTD8 sit within the same division, the same branch and the same building. There is no question of geographical inconvenience or disparity of resources. In these circumstances, the bar of "special reason" is higher than it would be for an application to transfer between different state courts. The Plaintiffs have not come close to meeting that bar.

The threshold under Order 4 rule 1 has not been crossed. This is sufficient to dispose of the application.

Issue (b): Whether the application amounts to judge shopping This Court declines to make a finding that the application constitutes judge shopping. The Defendants' characterisation, whilst not without force, goes further than the material before this Court warrants. This Court accepts that the Plaintiffs may genuinely believe that consistency of judicial management between related matters serves a legitimate purpose. The Court gives the Plaintiffs the benefit of the doubt on motive. The application is dismissed on grounds of law and inexpedience, not on the basis of improper motive.

Issue (c): Whether transfer is expedient given the scale of the proceedings Even if the threshold conditions had been satisfied — and they were not — this Court would exercise its discretion against the transfer on an independent ground: the scale of the present proceedings makes transfer manifestly inexpedient and unfair to all parties.

The present suit involves 50 Plaintiffs and 17 Defendants — 71 parties in total. A matter of this scale and complexity demands judicial continuity. This Court has already invested time and effort in understanding the parties, the pleadings, and the procedural history. Transferring the matter now would require the receiving judge in MTD8 to begin entirely afresh with 71 parties and all attendant complexity. That burden falls on all 71 parties in terms of delay and wasted preparation.

The 17 Defendants, who oppose the transfer, have an equal interest in the efficient and undisrupted management of proceedings before this Court. They should not be compelled to absorb the disruption and cost of a judicial handover simply to accommodate the Plaintiffs' preference for a different court room within the same building.

This constitutes a separate and independent ground for dismissing Kandungan 4.

Issue (d): Whether the threshold conditions are satisfied The threshold condition under Order 23 rule 1(1) (a) is satisfied in respect of both applications. The Plaintiffs are all ordinarily resident outside Malaysia. This is not in dispute. The jurisdiction of this Court to consider ordering security for costs is engaged.

Issue (e): Exercise of discretion This Court is satisfied that the discretion should be exercised in favour of ordering security for costs under both Kandungan 13 and Kandungan 15. The following circumstances, taken cumulatively, make it just to do so.

First, the Plaintiffs are 50 in number, all ordinarily resident outside Malaysia. The Defendants have no reliable means of enforcing an adverse costs order against 50 foreign individuals. Whether each Plaintiff is alive, solvent or traceable at the time any costs order falls to be enforced is entirely unknown. The sheer number of foreign Plaintiffs amplifies the enforcement difficulty exponentially.

Second, the Plaintiffs have placed no material before this Court as to their financial standing. Not a single Plaintiff has filed an affidavit explaining their solvency, assets within the jurisdiction, or means to satisfy a costs order. That silence is fatal to their resistance of the security applications. As held in Strukturmas (Selangor) Sdn Bhd v Majlis Perbandaran Petaling Jaya [2001] 3 MLJ 344, when an application for security for costs is made, the opposing party must place its financial position before the Court. Silence vitiates the resistance.

Third, the Plaintiffs have not demonstrated that an order for security would stifle their claim. The bare assertion that not all 50 Plaintiffs may be able to contribute is insufficient. It is for the Plaintiffs to demonstrate that the claim will probably be stifled if security is ordered: Faridah Begum Bte Abdullah v Dato' Michael Chong [1995] 2 MLJ 404. No such demonstration has been made.

Fourth, the principle is well established that it is prima facie unjust to permit a foreign plaintiff, who by virtue of foreign residence is substantially immune from the practical consequences of an adverse costs order, to proceed without making funds available within the jurisdiction. A plaintiff who chooses to commence litigation in Malaysia must accept the obligations that come with that choice, including the obligation to provide security if the conditions for it are met: Kasturi Palm Products v Palmex Industries Sdn Bhd [1986] 2 MLJ 310.

This Court accordingly allows Kandungan 13 and Kandungan 15.

Issue (f): Quantum The sum of RM500,000.00 for each application is, in this Court's assessment, is beyond average reasonable and in fact non conservative. This suit involves 50 Plaintiffs and 17 Defendants. The volume of work required to defend a multi-party action of this scale through interlocutory applications, discovery, and trial is substantial. An amount of RM500,000.00 per application, in the context of proceedings of this size and complexity, is excessive. Whilst this Court is satisfied that the security of cost is necessary, the quantum must be adjusted. Hence, the Court allows a quantum of RM100,000.00 which comes to less than RM2000-00 per Plaintiff.

VII. CONCLUSION AND ORDERS For the reasons set out above, this Court makes the following orders:

Kandungan 4 The Plaintiffs' application to transfer or consolidate the present proceedings to MTD8 is dismissed on two independent grounds. First, the Plaintiffs have not demonstrated sufficient cause or special reason under Order 4 rule 1 of the Rules of Court 2012. The fact that a related matter is pending before MTD8, without more, does not constitute a special reason — particularly where both courts sit within the same division, branch and building. Second, and independently, the transfer is not expedient. With 50 Plaintiffs and 17 Defendants, disrupting judicial management of proceedings of this scale and requiring a new judge to begin afresh would be neither just not fair to any of the 71 parties.

Kandungan 13 The application by the 3rd to 8th Defendants for security for costs is allowed. The Plaintiffs shall furnish security for costs in the sum of RM100,000.00 within 14 days from the date of this order, by payment of the said sum into the client account of the Plaintiffs' solicitors, to be held as security pending the disposal of these proceedings or until further order. In the event of default, the 3rd to 8th Defendants are at liberty to apply to strike out the Plaintiffs' claim.

Kandungan 15 The application by the 1st, 9th to 17th Defendants for security for costs is allowed on the same grounds. The Plaintiffs shall furnish security for costs in the sum of RM100,000.00 within 14 days from the date of this order, by payment of the said sum into the client account of the Plaintiffs' solicitors, to be held as security pending the disposal of these proceedings or until further order. In the event of default, the 1st, 9th to 17th Defendants are at liberty to apply to strike out the Plaintiffs' claim.

Costs Costs are awarded as follows: a. Kandungan 4: The Plaintiffs shall pay costs of RM3,000.00 to the Defendants. b. Kandungan 13: Costs in the cause. c. Kandungan 15: Costs in the cause. Dated 28hb April 2026 (MOHAMAD REDZUAN BIN IDRUS) JUDICIAL COMMISSIONER KUALA LUMPUR HIGH COURT NCC 5 WILAYAH PERSEKUTUAN KUALA LUMPUR APPEARANCES For Plaintiffs Counsel: K F Ee, Chin Evon, Saranya a/p Boobalan (K.F. Ee & Co. (Kuala Lumpur) Advocates & Solicitors) Defendant’s Counsel for the 1st, 9th to 17th Defendants (Kandungan 15): Wan Muhd Ariff Ameer bin Wan Normazlan (Jagjit Ariff & Co. (Kuala Lumpur)) Defendant’s Counsel for the 3rd to 8th Defendants (Kandungan 13): Fong Yi On & Ang Je Ee (Chun Hoo & Partners (Petaling Jaya))

Aw Yong Wai Choo v Arief Trading Sdn Bhd & Anor [2001] 5 MLJ 526

Faridah Begum Bte Abdullah v Dato' Michael Chong [1995] 2 MLJ 404

Kasturi Palm Products v Palmex Industries Sdn Bhd [1986] 2 MLJ 310

MCAT Gen Sdn Bhd v Celcom (Malaysia) Berhad [2007] 8 MLJ 277

Ng Joo Soon @ Nga Ju Soon v Devechem Holdings (M) Sdn Bhd [2010] MLJU 1854

Sir Lindsay Parkinson & Co Ltd v Triplan Ltd [1973] 2 All ER 273

Strukturmas (Selangor) Sdn Bhd v Majlis Perbandaran Petaling Jaya [2001] 3 MLJ 344

Rules of Court 2012 — Order 4 rule 1; Order 23 rule 1(1); Order 92 rule 4