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
- Procedural context: Application to strike out the claimant’s action under O 9 r 16 of the Rules of Court 2021 (“ROC 2021”)
- Plaintiff/Applicant: Sree Ram Construction Pte Ltd (“SRC”)
- Defendants/Respondents: Green Tag Scaffolding Pte Ltd (“GTS”) and Mani Senthil Kumar (“Mr Kumar”)
- Related proceedings: OC 15 of 2025 (commenced earlier by GTS against SRC)
- Legal areas: Civil Procedure — Pleadings; Striking out; Counterclaims; Abuse of process; Restitution — Unjust enrichment
- Statutes referenced: Rules of Court 2021 (including O 6 r 8(1) and O 9 r 16)
- Cases cited: [2025] SGHCR 39 (as provided in the extract)
- Judgment length: 25 pages, 7,139 words
Summary
This decision concerns whether a defendant is compelled, under the Rules of Court 2021 (“ROC 2021”), to bring all claims against a claimant as a counterclaim in the existing action, rather than commencing fresh proceedings. The High Court (AR Vikram Rajaram) dismissed an application by the defendants (the “GTS Group”) to strike out the claimant’s later action, OC 429 of 2025, on the basis that it should have been brought as a counterclaim in an earlier action, OC 15 of 2025.
The defendants relied on O 6 r 8(1) of the ROC 2021, arguing that the rule’s mandatory wording (“must”) imposes an obligation to counterclaim. The court held that, despite the change in wording from the earlier ROC 2014 regime, the position remains materially the same: the rules enable but do not compel a defendant to bring a counterclaim. Accordingly, the claimant’s decision to sue separately was not, by itself, an abuse of process warranting striking out.
The court also addressed a second ground: whether the claimant’s restitutionary claim for return of $200,000 (the “Unjust Enrichment Claim”) should be struck out as disclosing no reasonable cause of action or as plainly and obviously unsustainable. On the limited extract available, the court’s approach indicates a reluctance to determine contested factual and contractual issues at the striking-out stage, particularly where the claim is framed in restitution and turns on whether consideration was provided and whether the payment was made pursuant to a valid agreement.
What Were the Facts of This Case?
The dispute arises out of a share swap and subsequent business separation between two closely connected companies in the scaffolding industry: Sree Ram Construction Pte Ltd (“SRC”) and Green Tag Scaffolding Pte Ltd (“GTS”). Before 8 August 2022, Mr Kulandaivelu Chidambaram (“Mr Velu”) and Mr Mani Senthil Kumar (“Mr Kumar”) each owned equal shares in both companies and served as directors of both. On 8 August 2022, they entered into a Share Swap Agreement (“SSA”) to split shareholding and assets so that Mr Velu would own 100% of SRC and Mr Kumar would own 100% of GTS.
After the SSA, the parties’ relationship deteriorated and litigation followed. On 7 January 2025, GTS commenced OC 15 of 2025 against SRC alleging breaches of the SSA. In OC 15, GTS claimed, among other things, that it had not received its full 50% share of scaffold materials under clause 3.1 of the SSA, and that SRC failed to assign to GTS an amount equivalent to 50% of SRC’s account receivables under clause 4.1(a). GTS also pleaded that on 11 August 2022 SRC transferred $200,000 to GTS pursuant to a separate agreement.
In response, SRC denied the pleaded basis for the $200,000 payment in OC 15. SRC’s defence asserted that before the SSA was signed, Mr Velu and Mr Kumar 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”), and that SRC believed the invoice was intended to represent the earlier goodwill arrangement. SRC also reserved its right to claim against GTS for the $200,000 payment, but notably did not file a counterclaim in OC 15 when it filed its defence.
On 31 May 2025, SRC commenced OC 429 of 2025 against the GTS Group. SRC’s claims in OC 429 included: (i) a claim under clause 4.1(d) of the SSA for 50% of tax paid by SRC for financial year 2022; (ii) a claim for 50% of costs incurred to recover accounts receivables from SRC’s debtors; (iii) claims that GTS caused a third party, Firstpiping Engineering Pte Ltd, to terminate a contract with SRC and award it to GTS, amounting to inducement of breach of contract; (iv) allegations that GTS transferred SRC’s mobile phone number at Mr Kumar’s behest while he was still a director of SRC, amounting to wrongful interference and, for Mr Kumar, breach of fiduciary duties; and (v) a conspiracy to injure SRC by unlawful means relating to the above conduct.
Most importantly for the striking-out application, SRC sought restitution of the $200,000 it paid to GTS. SRC pleaded that it paid the sum in or around 11 August 2022 pursuant to the GTS Invoice, but that GTS did not in fact provide the services described in the invoice. SRC’s case was that any agreement was invalid for want of consideration, and therefore GTS had been unjustly enriched at SRC’s expense. This restitutionary claim was the “Unjust Enrichment Claim”.
When SRC commenced OC 429, it was represented by different solicitors in the two actions: Cornerstone Law LLP (“CLP”) in OC 15 and Forte Law LLC (“FLC”) in OC 429. SRC later filed a notice of change of solicitors in OC 15, such that FLC became its representative in both proceedings from 30 June 2025.
What Were the Key Legal Issues?
The first key issue was procedural and concerned the interaction between counterclaims and the commencement of fresh proceedings. The defendants argued that O 6 r 8(1) of the ROC 2021 requires a defendant who intends to counterclaim against the claimant to file the counterclaim with the defence. The defendants contended that the rule’s mandatory language (“must”) creates an obligation to counterclaim, such that a defendant who sues separately instead commits a breach of the ROC framework. They sought striking out of OC 429 in its entirety on the grounds of abuse of process and/or that it was in the interests of justice to do so.
The second issue concerned the substantive viability of the Unjust Enrichment Claim. The defendants applied to strike out that claim on the basis that it disclosed no reasonable cause of action and/or was plainly and obviously unsustainable. In essence, the defendants’ position was that the restitutionary claim was factually and legally untenable because the payment was allegedly made pursuant to a valid contract or agreement, and/or because SRC was taking inconsistent positions about the nature of the $200,000 payment.
Underlying both issues was a broader concern about procedural fairness and litigation efficiency: whether the claimant’s approach—bringing a later action instead of counterclaiming in the earlier one—undermined the orderly conduct of litigation, and whether the restitution claim should be resolved without a full trial.
How Did the Court Analyse the Issues?
The court’s analysis began with the counterclaim question under O 6 r 8(1) of the ROC 2021. The defendants’ argument turned on the change in wording from ROC 2014 to ROC 2021. Under ROC 2014, the defendant had an option to counterclaim, but it was not framed as an obligation. The defendants argued that ROC 2021’s use of mandatory language (“must”) signalled a departure: that a defendant must counterclaim and cannot commence separate proceedings for claims that could have been counterclaimed.
AR Vikram Rajaram rejected that interpretation. The court concluded that, despite the change in wording, the ROC 2021 does not compel a defendant to counterclaim. Instead, the rules “enable but do not compel” the bringing of counterclaims. This meant that the claimant’s decision to commence OC 429 separately was not, as a matter of rule, a breach that automatically justified striking out. The court therefore dismissed the striking out application on the counterclaim/mandatory obligation ground.
In reaching this conclusion, the court treated the procedural rules as part of a coherent litigation framework rather than as a strict trap for defendants who choose a different procedural route. The court’s reasoning indicates that the presence of mandatory wording in O 6 r 8(1) must be understood in context: where a defendant intends to counterclaim, the counterclaim should be filed with the defence, but the defendant is not necessarily barred from pursuing other claims in separate proceedings. This approach preserves flexibility in complex disputes where claims may not neatly fit within the counterclaim structure, or where strategic and practical considerations (including representation and case management) affect how parties plead their cases.
The court also addressed the factual and procedural background explaining why SRC did not counterclaim in OC 15. The extract shows that SRC provided an explanation tied to legal representation and professional constraints. SRC initially intended for CLP to represent it for both defence and counterclaim in OC 15. However, SRC alleged that a complaint by the GTS Group to the Law Society of Singapore affected CLP’s ability to act, leading SRC to instruct separate solicitors (FLC) and to commence OC 429. While the extract truncates the remainder of the explanation, the court’s willingness to consider these circumstances aligns with its broader view that separate proceedings are not automatically abusive.
On the Unjust Enrichment Claim, the court was faced with a classic striking-out tension: whether the claim is so weak that it should be dismissed without trial, or whether it raises triable issues requiring evidence. The defendants argued that the claim disclosed no reasonable cause of action and was plainly and obviously unsustainable. They also argued that SRC’s position was inconsistent—particularly in light of how SRC pleaded the $200,000 payment in OC 15 (as a goodwill payment represented through an invoice) and how it later framed the payment as lacking consideration and therefore giving rise to unjust enrichment.
Although the full reasoning is not included in the extract, the court’s framing of the issues suggests that it treated the restitution claim as dependent on factual determinations: whether the GTS Invoice reflected actual services, whether consideration existed, whether any agreement was valid, and whether the payment was made pursuant to a contract or instead for some other reason. These are matters that typically require evidence and cross-examination. The court’s approach is consistent with the general principle that striking out is an exceptional remedy, reserved for cases where the claim is clearly doomed and cannot succeed even if the pleaded facts are accepted.
In addition, the court’s identification of “inconsistent positions” as part of the unjust enrichment analysis indicates that it considered whether SRC’s pleadings undermined the coherence of its restitution theory. However, inconsistency in pleadings does not necessarily defeat a claim at the threshold stage; parties may plead in alternative or may clarify positions as evidence emerges. The court’s task is to determine whether the claim is legally and factually sustainable on its pleaded case, not to weigh credibility or resolve factual disputes.
What Was the Outcome?
The court dismissed the defendants’ striking out application. In relation to the counterclaim issue, the court held that ROC 2021 does not mandate that a defendant bring all claims as a counterclaim; it enables counterclaims but does not compel them. As a result, OC 429 was not struck out on the basis that it should have been brought as a counterclaim in OC 15.
The extract does not show the final disposition on the Unjust Enrichment Claim specifically, but the court’s overall dismissal of the application indicates that the Unjust Enrichment Claim was not, at least at this stage, plainly and obviously unsustainable or devoid of a reasonable cause of action. The practical effect is that SRC’s restitution claim and the broader OC 429 action proceed towards determination on their merits.
Why Does This Case Matter?
This decision is significant for Singapore civil procedure because it clarifies the practical meaning of O 6 r 8(1) of the ROC 2021. Litigants and practitioners often face strategic choices about whether to counterclaim or to commence separate proceedings. The court’s holding that the rules enable but do not compel counterclaims reduces the risk that a party’s procedural choice will be treated as a rule breach warranting striking out.
For defendants, the case provides reassurance that commencing a fresh claim is not automatically an abuse of process merely because the claim could have been counterclaimed. For claimants, it supports the proposition that later proceedings are not inherently defective where they arise from the same broader dispute, provided the claims are properly pleaded and not otherwise abusive.
From a restitution perspective, the case also highlights that unjust enrichment claims—particularly those tied to alleged invalidity for want of consideration—may survive striking out where factual issues remain. Practitioners should take note that restitutionary claims often turn on evidence about the existence and performance of alleged contractual arrangements, and courts are generally reluctant to decide such matters without a full trial. Additionally, the court’s attention to “inconsistent positions” underscores the importance of careful pleading strategy, including whether alternative pleadings are used and how the factual narrative is maintained across related proceedings.
Legislation Referenced
- Rules of Court 2021 (ROC 2021), O 6 r 8(1)
- Rules of Court 2021 (ROC 2021), O 9 r 16
Cases Cited
- [2025] SGHCR 39 (as provided in the supplied metadata/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.