Ripple Markets Apac Pte Ltd v Seamless Group Inc (WA-24-99-06/2025)

On 20.8.2025, this court allowed the registration of the Judgment from the High Court of the Republic of Singapore dated 17.4.2025 in Case No. HC/OC 628/2024 (“Singapore Judgment”) pursuant to the provisions of the Reciprocal Enforcement of Judgement Act 1958 (“REJA”).

By enclosure 35, the Judgment Debtor now applies for the following:

An order to set aside the registration of the Singapore

(ii) A stay of the execution and enforcement of the Singapore Judgment pending the disposal of the counterclaim filed by GEA Limited against the Judgment Creditor (“GEA’s Counterclaim”) in the High Court of the Republic of Singapore in Case No. HC/OC 628/2024.

At the start of the hearing of enclosure 35, counsel for the Judgment Debtor informed that the setting aside order in paragraph (i) above will not be proceeded with, and that only a stay of execution and enforcement of the Singapore Judgment will be sought. Salient facts

The facts, giving rise to the application for stay by the Judgment Debtor are as follows:

On 17.4.2025, the Judgment Creditor obtained summary judgment against the Judgment Debtor and 3 others in the High Court of the Republic of Singapore in Case No. HC/OC 628/2024. One of the defendants in the suit was GEA

(ii) The appeal against the summary judgment by the Judgment Debtor and the 3 other Defendants was dismissed on 6.8.2025;

(iii) Following the dismissal of the appeal, the Judgment Creditor applied for and was granted a registration of the Singapore Judgment pursuant to REJA by this court on 20.8.2025;

(iv) Presently, GEA’s Counterclaim in the Singapore Case No. HC/OC 628/2024 remains pending;

The Judgment Debtor’s only asset in Malaysia is its 100,465 shares which comprises 60% shares in Tranglo Sdn Bhd (“Tranglo”); and

(vi) On 1.1.2026, the Judgment Debtor entered into a conditional sale and purchase agreement with New Margin Holding Limited a third party, for the disposal of its shares in Tranglo. The Judgment Creditor was informed of the proposed disposal, and it was afforded rights of first refusal and tag-along. The Judgment Creditor elected to exercise its tag-along right to participate in the same transaction. The application for stay

The Judgment Debtor now applies to stay the execution and enforcement of the Singapore Judgment pending the final disposal of GEA’s Counterclaim against the Judgment Creditor in the Singapore High Court and also pending the completion of the conditional sale and purchase agreement involving the Judgment Debtor’s shares in Tranglo.

In support of the application, the Judgment Debtor advances the following grounds to show special circumstances exist to grant a stay:

Although GEA’s Counterclaim is a separate and independent claim from the Judgment Creditor’s claim comprised in the Singapore Judgment, the existence of the counterclaim shows there is an ongoing dispute from the same commercial relationship of the parties which have not fully concluded; and

(ii) The Judgment Creditor’s exercise of its right of tag-along showed that it had aligned itself to the commercial decision pertaining to the sale. An enforcement of the Singapore Judgment would disrupt the sale causing it to be aborted. This will prejudice the rights of third parties involved in the proposed sale. Further, execution of the Singapore Judgment sum will jeopardise the Judgment Creditor’s rights to recovery of the said sum. The Judgment Creditor’s response

The Judgment Creditor raised a preliminary objection that enclosure 35 only applied for a stay pending the disposal of GEA’s counterclaim. The stay premised on the sale of sales in Tranglo was not sought for.

In any event, the Judgment Creditor contends that no special circumstances have been established for a stay to be granted. Analysis and decision

Having registered the Singapore Judgment pursuant to REJA on 20.8.2025, the Singapore Judgment shall have the same force and effect for the purposes of execution as if the judgment had been given in the High Court here. (See: Section 4(2) of REJA).

I shall deal with the preliminary objection raised first. Enclosure 35 was amended on 7.1.2026. Prior to amendment, the Judgment Debtor only applied for a setting aside of the Singapore Judgment. However, the Judgment Debtor then applied to amend Enclosure 35 to include a prayer for stay pending the determination of GEA’s counterclaim. Nothing was said about an impending sale of the Judgment Debtor’s shares in Tranglo. The order allowing the amendment was given on 7.1.2026.

Counsel for the Judgment Debtor sought to argue that at the time the application to amend Enclosure 35 was filed on 8.12.2025, the conditional sale and purchase agreement on 1.1.2026 had not been entered into yet.

I find no merit in the submission as the order to amend was given only on 7.1.2026. Having entered into a conditional sale of Tranglo’s shares on 1.1.2026, it was open to the Judgment Debtor to apply for a further amendment to Enclosure 35 to cater for this recent development, but it was not done.

To now add a further relief, namely a stay pending the completion of the conditional sale and purchase agreement dated 1.1.2016 in support of the stay sought, clearly prejudices the Judgment Debtor. On this ground alone, I do not consider it necessary to deal with this prayer.

Nonetheless, for the sake of completeness, I will deal with both grounds advanced.

The principles on stay are trite and established. The Federal Court Kosma Palm Oil Mill Sdn Bhd v Koperasi Serbausaha Makmur Bhd [2004] 1 MLJ 257 held that the onus is on the applicant to show special circumstances which must be exceptional in character, for stay to be granted. The merits of a party’s case are irrelevant.

There is sound basis in the court being circumspect in granting a stay. The reason is because the court will not deprive a successful party of the fruits of his litigation, unless the party applying for stay can show special circumstances to justify it.

The Singapore judgment is purely a monetary one. The Judgment Creditor succeeded in being allowed to recover the sum of US$23,952,480.00 being the principal amount owing by the Judgment Debtor. In cases of money judgments, the courts have generally refused a stay. (See: Tropiland Sdn Bhd v DCB Bank Bhd & Ors [2000] 1 CLJ 568).

The stay requested for pending the disposal of GEA’s counterclaim has no merit. GEA’s counterclaim is only against the Judgment Creditor. Materially, the Judgment Debtor is not even a party in this counterclaim. I fail to see how GEA’s counterclaim would have any bearing on the Judgment Debtor’s liability under the Singapore Judgment.

The contention that GEA’s counterclaim shows that there is an ongoing dispute from the same commercial relationship of the parties which have not fully concluded, is not borne out by any evidence. It is incumbent on the Judgment Debtor to show that the determination of GEA’s counterclaim would have a bearing on the liabilities of the Judgment Debtor arising out the Singapore Judgment. There is no such evidence before this court.

It was in evidence that the Judgment Debtor did attempt to stay the execution of the Singapore Judgment pending the disposal of GEA’s counterclaim. The stay was refused by the Singapore High Court upon being satisfied that there was no reason to grant such a stay. I therefore consider the merits of a stay pending determination of GEA’s counterclaim to have been considered and found wanting, even by the Singapore court.

For the above reasons, the application for stay pending the determination of GEA’s counterclaim is devoid of merit.

I now come to the other ground to apply for a stay, i.e pending the conditional sale and purchase agreement dated 1.1.2026. Again, I find no merit in the reasons proffered for a stay. On the other hand, the sale might well be to the detriment of the Judgment Creditor if the Judgment Debtor is allowed to sell off its assets to frustrate the enforcement of the Singapore Judgment.

The fact that the Judgment Debtor is selling off its shares in Tranglo means that it is disposing the only assets it has within the jurisdiction. The Judgment Debtor entered into the agreement only after the registration of the Singapore Judgment. To my mind, if a stay is allowed, it would be akin to assisting the Judgment Debtor to defeat the execution of the Singapore Judgment.

The Judgment Creditor submits if there were concerns on the Judgment Debtor’s part that the proposed sale of shares In Tranglo may be jeopardized by execution proceedings, the Judgment Debtor ought to have paid towards the judgment. I find merit in that contention.

In any event, even if stay is not granted, there is nothing to stop the conditional sale of the Judgment Debtor’s shares from proceeding. The Judgment Creditor has not even proceeded to initiate any execution proceedings over the Tranglo shares.

The Judgment Debtor has advanced an alternative position by requesting for a conditional stay. However, no terms were proposed for consideration by this court.

I have no doubt that this court has the discretion to grant an order of conditional stay. However, I am not convinced that on the facts of this case, I should exercise my discretion to do so without causing prejudice and harm to the Judgment Creditor.

Premised on the foregoing reasons, the application in Enclosure 35 is dismissed. The Judgment Debtor is to pay costs of RM

5000.00. Dated: 1st June 2026 -sgd-Alice Loke Yee Ching Judge High Court Kuala Lumpur Counsel for the Judgment Creditor: Cik Kwong Chiew Ee (En. Lee Ji Kean together with him) Tetuan Rahmat Lim & Partners. Counsel for Judgment Debtor: En. Jeffrey Wong Yi Liang (Pn. Siti Munirah Edward together with him) Tetuan Jeffrey Wong, Noorul, Ho & Lim.