POLYMER CONNECT SDN. BHD (Def 1 Tuntutan Balas) v ADVENT PACKAGING SDN. BHD (Plaintif 1 Tuntutan Balas) (BA-22NCvC-99-03/2024)

ADVENT PACKAGING SDN. BHD.

MEGAN ONG FONG LEE (NRIC NO.: 931201-10-6510) 24/09/2025 10:48:18

MATTHEW ONG XING REN

ONG QIN KAI (NRIC NO.: 930816-01-5071) …PLAINTIFFS

POLYMER CONNECT SDN. BHD. (FORMERLY KNOWN AS LD PLASTIC INDUSTRIES SDN. BHD.)

OOI TSE BIING (NRIC NO.: 710219-02-5111) …DEFENDANTS GROUNDS OF JUDGMENT Introduction 1. The Plaintiff filed this application in enclosure 13 to re-amend its Amended Statement of Claim dated 19 June 2024 pursuant to Order 20 Rule 5 of the Rules of Court 2012 (ROC).

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.

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 in 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.

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.

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 to satisfy Plaintiff’s loan facility with Credit Guarantee Corporation.

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.

The Plaintiff filed this suit against the Defendant to recover the remaining balance of RM4,004,309.83 for the sale of the business.

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:

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 paragraphs (3 (a) and

(b)) to clarify with respect to the cause of action accruing to the Defendant.

This amendment is necessary following the addition of parties and a new claim filed by the Defendant in their counterclaim.

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

No prejudice to the Defendant, and the rest of the suit remains intact.

This is a bona fide application. Defendant’s objection 11. The Defendant submitted as follows:

The proposed amendment is not bona fide and is a tactical ploy to defeat the Defendant’s case.

The amendments seek to import Plaintiff’s defence to the counterclaim into its Statement of Claim in the main action.

These amendments did not come willingly and were made after the Defendant pointed out the defects and deficiencies in the Plaintiff’s case.

The facts that the Plaintiff seek to clarify were available since the filing of the main suit.

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.

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 counterclaim.

Far from being confused by the Plaintiff, though it did take a bit more time for me to process and be clear with the narratives submitted by the Plaintiff, I am of the view that all the proposed amendments could easily be included or pleaded by the Plaintiff in its reply to the counterclaim.

Thought I am aware of the provisions regulating amendment of pleading, which can be done at any stage, intended to do justice between both parties and for them be allowed to ventilate all real issues, parties must not use such relaxation to unnecessarily apply to add scenarios and narratives in answer to the subsequent allegation made by another party (reference was made to Yamaha Motor Co. Ltd. V Yamaha (M) Sdn. Bhd. & Ors [1983] CLJ Rep 428).

The law allowed a reply to be made to a counterclaim. Therefore, Plaintiff were given ample opportunity to explain themselves, which would be considered as part of the pleading therefrom.

To allow the Plaintiff to go back and insert the said clarification to the main pleading (Statement of Claim) would result in the Defendant being allowed to re-file their defence, and most probably it would affect their counterclaim as well. All these extra steps were unnecessary and a waste of time, and most likely ended up in more costs incurred by all parties.

I agree with the Defendants that since the pleading had then closed, upon being pointed out the alleged inconsistencies, it would be prejudicial to the Defendant if this Court were to allow Plaintiff to re-do their pleading in answer to the alleged deficiencies.

Although the Defendant has contended that the attempted averments amount to a set of new facts, in substance, I see no impediment to the Plaintiff’s to plead facts relating to the circumstances relevant to this action. However, re-amending the Statement of Claim is not the way to resolve the issues. I reiterate that the Plaintiff had the opportunity to reply to the defence and the counterclaim, therefore they may do so to clarify the matter. Conclusion 20. Based on the above reasons, I find merit in the Defendant’s objection and this application in enclosure 13 is hereby dismissed with costs of RM3000, subject to the allocator fee. Dated this: 18th September 2025 ~signed~ (NOOR HAYATI BINTI HAJI MAT) JUDGE HIGH COURT OF MALAYA SHAH ALAM, SELANGOR Counsels: For the Plaintiff: Calvin Lim Sin Guan Messrs Goik, Ramesh & Loo