Case Details
- Citation: [2025] SGHCR 39
- Title: Sree Ram Construction Pte Ltd v Green Tag Scaffolding Pte Ltd and another
- Court: High Court of the Republic of Singapore (General Division)
- Date of decision: 26 December 2025
- Judges: AR Vikram Rajaram
- Originating Claim No: 429 of 2025
- Summons No: 2221 of 2025
- Applicant/Claimant: Sree Ram Construction Pte Ltd (“SRC”)
- Respondents/Defendants: Green Tag Scaffolding Pte Ltd (“GTS”) and Mani Senthil Kumar (“Mr Kumar”)
- Parties’ collective description: “GTS Group” refers to GTS and Mr Kumar
- Legal areas: Civil Procedure — Pleadings; Restitution — Unjust enrichment
- Procedural posture: Application to strike out and dismiss SRC’s action under O 9 r 16 of the Rules of Court 2021 (“ROC 2021”)
- Key procedural rules in dispute: O 6 r 8(1) ROC 2021 (counterclaim obligation)
- Key restitution issue: Whether SRC’s unjust enrichment claim disclosed a reasonable cause of action; whether it was factually unsustainable; whether payment was made pursuant to a valid contract; and whether SRC took inconsistent positions
- Judgment length: 25 pages; 7,139 words
- Dates of hearing: 15 September 2025, 9 and 28 October 2025
- Statutes referenced: (Not specified in the provided extract)
- Cases cited: [2025] SGHCR 39 (as provided)
Summary
This High Court decision concerns whether a defendant (or, in substance, a claimant in a later action) is required to bring all claims as a counterclaim in existing proceedings, rather than commencing fresh proceedings. The application arose because SRC commenced a second action (OC 429) against GTS Group, even though GTS Group had earlier commenced a related action (OC 15) against SRC under a Share Swap Agreement (“SSA”). GTS Group sought to strike out OC 429, arguing that SRC should have counterclaimed in OC 15 pursuant to O 6 r 8(1) of the ROC 2021, and that SRC’s unjust enrichment claim was also unsustainable.
The court dismissed the striking out application. On the counterclaim issue, the court held that despite the change in wording from the ROC 2014 to the ROC 2021, the position remained materially the same: the rules enable but do not compel a defendant to bring a counterclaim. Accordingly, the mere fact that SRC did not counterclaim in OC 15 did not, by itself, justify striking out OC 429 as an abuse of process.
On the unjust enrichment claim, the court treated the striking out threshold as a high one. While the extract provided is truncated, the court’s approach indicates that the allegations—particularly those relating to the $200,000 payment and whether it was made pursuant to a valid contractual arrangement or without consideration—raised triable issues. The court therefore declined to conclude at the pleadings stage that the claim disclosed no reasonable cause of action or was plainly and obviously unsustainable.
What Were the Facts of This Case?
SRC and GTS Group are both in the scaffolding business. Prior to 8 August 2022, the companies were jointly owned and directed by two individuals: Mr Velu (director of SRC) and Mr Kumar (director of GTS). On 8 August 2022, the parties entered into a Share Swap Agreement (“SSA”) intended to split shareholding and assets between the two companies. Under the SSA, Mr Velu would own 100% of SRC and Mr Kumar would own 100% of GTS. The SSA also contained provisions governing the allocation of scaffold materials and certain financial and operational matters between the companies.
After the SSA, disputes emerged. On 7 January 2025, GTS commenced OC 15 against SRC alleging breaches of the SSA. GTS’s claims in OC 15 included: (a) that SRC had not provided GTS with its full 50% share of scaffold materials under clause 3.1 of the SSA; and (b) that SRC had not assigned to GTS an amount equivalent to 50% of SRC’s account receivables under clause 4.1(a). GTS also pleaded that SRC transferred $200,000 to GTS on 11 August 2022 pursuant to a separate agreement.
In its defence in OC 15, SRC denied the pleaded basis for the $200,000 payment and advanced an alternative narrative. SRC pleaded that before the SSA was signed, Mr Velu and Mr Kumar had agreed by handwritten agreement that Mr Velu would extend a goodwill payment of $200,000 to Mr Kumar. SRC further pleaded that after the SSA was signed, on 10 August 2022, GTS invoiced SRC for $200,000 for scaffolding-related services (the “GTS Invoice”), which SRC said was intended to represent the earlier goodwill payment. SRC also reserved its right to claim against GTS for the $200,000, but critically, SRC did not file a counterclaim in OC 15.
On 31 May 2025, SRC commenced OC 429 against GTS Group. The claims in OC 429 included contractual claims under the SSA (such as GTS’s alleged failure to pay SRC 50% of tax paid by SRC for financial year 2022, and failure to contribute 50% of costs incurred to recover accounts receivables). SRC also alleged that GTS Group caused a third company (Firstpiping Engineering Pte Ltd) to terminate a contract with SRC and award it to GTS instead, amounting to inducement of breach of contract. SRC further alleged wrongful interference and breach of fiduciary duties relating to the transfer of SRC’s mobile phone number. Finally, SRC sought restitution of the $200,000, asserting an unjust enrichment claim. SRC’s unjust enrichment case was that it paid $200,000 to GTS around 11 August 2022 pursuant to the GTS Invoice, but that GTS did not provide the services described in the invoice; SRC pleaded that there was no consideration and that any agreement was invalid for want of consideration, so GTS was unjustly enriched at SRC’s expense.
What Were the Key Legal Issues?
The first key issue was procedural and concerned the interpretation of O 6 r 8(1) of the ROC 2021. GTS Group argued that the rule imposes a mandatory obligation on a defendant who intends to counterclaim: such a defendant “must” file the counterclaim with the defence. GTS Group contended that this represented a departure from ROC 2014, under which a defendant had the option but not the obligation to counterclaim. On that basis, GTS Group argued that SRC’s failure to counterclaim in OC 15 meant OC 429 should be struck out for abuse of process and/or because it was contrary to the ROC 2021.
The second key issue concerned the unjust enrichment claim. GTS Group sought to strike out the Unjust Enrichment Claim on the grounds that it disclosed no reasonable cause of action and/or was plainly and obviously unsustainable. The arguments included that the payment was made pursuant to a valid contract (or at least a pleaded contractual arrangement), and that SRC was taking inconsistent positions—particularly given SRC’s earlier pleading in OC 15 regarding the $200,000 payment and the goodwill narrative.
In addition, the court had to consider whether, even if the counterclaim obligation argument failed, the commencement of a fresh action could still amount to an abuse of process in the interests of justice. This required the court to balance procedural efficiency and fairness against the substantive right to bring claims, especially where the later action might be capable of consolidation or where triable issues exist.
How Did the Court Analyse the Issues?
The court’s analysis on the counterclaim issue began with the text and purpose of O 6 r 8(1) ROC 2021. The application turned on whether the word “must” in the rule should be read as creating a mandatory requirement to counterclaim in the existing action, or whether it should be understood as applying only once a party has decided to counterclaim. The court considered that the change in wording from ROC 2014 to ROC 2021 was not determinative of substance. Instead, the court focused on the practical operation of the rules and the overall procedural framework.
The court concluded that the ROC 2021 does not compel a defendant to bring a counterclaim. Rather, it enables a defendant to counterclaim, and it regulates how counterclaims are to be filed when they are intended. In other words, the rule does not operate as a bar against commencing separate proceedings for claims that could have been counterclaimed. This conclusion meant that the striking out application could not succeed merely on the basis that SRC did not counterclaim in OC 15.
Having reached that interpretation, the court also addressed the abuse of process argument. Abuse of process is a serious finding and typically requires more than the existence of procedural non-compliance or a departure from an arguably preferable litigation strategy. The court accepted that the separate proceedings could be managed and, as SRC submitted, could potentially be consolidated for a just, expeditious and economical disposal. The court therefore treated the procedural complaint as insufficient to justify striking out the entire OC 429.
On the unjust enrichment claim, the court applied the well-established principle that striking out is appropriate only where the pleading is incapable of succeeding and discloses no reasonable cause of action, or where it is plainly and obviously unsustainable. The court was not persuaded that the Unjust Enrichment Claim could be dismissed at the pleadings stage. SRC’s case was that the $200,000 payment was represented by the GTS Invoice, but that the services described were not in fact provided, and that the payment lacked consideration. Those are factual and legal matters that require evidence and proper adjudication.
Importantly, the court also had to consider the argument that SRC took inconsistent positions. The extract indicates that SRC had pleaded in OC 15 that the GTS Invoice was intended to represent a goodwill payment previously agreed by handwritten agreement. In OC 429, SRC framed the same payment as unjust enrichment because GTS did not provide the services described and because any agreement was invalid for want of consideration. The court’s approach suggests it did not treat this as automatically fatal. In civil litigation, parties may plead alternative cases, and the inconsistency question often depends on whether the positions are truly mutually exclusive or whether they reflect different legal characterisations of the same underlying facts. At the striking out stage, the court was not prepared to resolve those matters against SRC without a full evidential record.
Finally, the court’s reasoning reflects a procedural discipline: it did not conflate the existence of triable issues with an abuse of process. Even where there is overlap between OC 15 and OC 429, the court recognised that the proper forum for determining whether the $200,000 payment was contractual, gratuitous, or otherwise unjustly retained is after pleadings are crystallised and evidence is led. The court therefore dismissed the application.
What Was the Outcome?
The High Court dismissed GTS Group’s striking out application (SUM 2221). The court held that O 6 r 8(1) ROC 2021 does not impose a mandatory obligation on a defendant to bring all claims as counterclaims in existing proceedings. Consequently, SRC’s commencement of OC 429 was not, by itself, an abuse of process on that basis.
Further, the court declined to strike out the Unjust Enrichment Claim. The claim was not shown to be plainly and obviously unsustainable, and it raised issues requiring determination beyond the pleadings stage, including whether the $200,000 payment was made pursuant to a valid contractual arrangement and whether the elements of unjust enrichment were satisfied.
Why Does This Case Matter?
This decision is significant for Singapore civil procedure because it clarifies the practical effect of O 6 r 8(1) ROC 2021. Practitioners often face strategic decisions about whether to counterclaim in existing proceedings or to commence separate actions. The court’s interpretation reduces the risk that a later action will be struck out solely because the defendant did not counterclaim earlier. This is particularly important in complex commercial disputes where multiple causes of action arise and where the parties’ litigation posture may evolve as further facts emerge.
From a pleading strategy perspective, the case also illustrates the high threshold for striking out claims on the basis of “plainly and obviously unsustainable” or “no reasonable cause of action”. Even where a restitution claim is attacked as inconsistent with prior pleadings or as dependent on contested factual premises (such as whether services were actually provided), the court will generally allow the matter to proceed if it is arguable and requires evidence.
For restitution and unjust enrichment claims, the case underscores that the validity of the underlying payment narrative—whether it is contractual, gratuitous, or unsupported by consideration—often turns on factual findings. Lawyers should therefore ensure that unjust enrichment pleadings are supported by coherent factual allegations and that any alternative characterisations of the same payment are framed in a manner consistent with the pleading rules and the realities of proof.
Legislation Referenced
- Rules of Court 2021 (ROC 2021), O 6 r 8(1)
- Rules of Court 2021 (ROC 2021), O 9 r 16
- Rules of Court 2014 (ROC 2014) (referred to for comparison; specific provisions not stated in the extract)
Cases Cited
- [2025] SGHCR 39 (the present case; no other authorities were provided in the extract)
Source Documents
This article analyses [2025] SGHCR 39 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.