Sree Ram Construction Pte Ltd v Green Tag Scaffolding Pte Ltd and another

• Jurisdiction: Singapore
• Judgment Date: 26 December 2025
• Neutral Citation: [2025] SGHCR 39
• Court: High Court (Singapore)
• Parties: Sree Ram Construction Pte Ltd,Green Tag Scaffolding Pte Ltd,Mani Senthil Kumar

Sree Ram Construction Pte Ltd v Green Tag Scaffolding Pte Ltd and another

[2025] SGHCR 39

Originating Claim No 429 of 2025 (Summons No 2221 of 2025)

Sree Ram Construction Pte Ltd

Green Tag Scaffolding Pte Ltd

Mani Senthil Kumar

General Division of the High Court

AR Vikram Rajaram

Civil Procedure - Pleadings - Striking out - Whether defendant may commence fresh claim instead of making counterclaim

Civil Procedure - Pleadings - Striking out - Whether abuse of process for defendant to commence fresh claim

Restitution - Unjust enrichment - Whether claim disclosed reasonable cause of action - Whether claim factually unsustainable - Whether payment made pursuant to valid contract - Whether claimant taking inconsistent positions

Celine Liow Wan-Ting (Forte Law LLC) for the claimant

Low Shauna (Jacob Mansur & Pillai) for the defendants.

26 December 2025

AR Vikram Rajaram:

1. Do the Rules of Court 2021 (“ROC 2021”) mandate that a defendant bring all claims against a claimant as a counterclaim in the existing action, rather than commencing fresh proceedings? This question arose in the present application, where the Defendants sought to strike out the Claimant’s action on the basis that the Claimant should have brought its claims as a counterclaim in related proceedings commenced earlier by the Defendants. The Defendants argued that O 6 r 8(1) of the ROC 2021, which states that a defendant who “intends to counterclaim” against the claimant “must” file the counterclaim with the defence, imposes a mandatory obligation to counterclaim, rather than sue separately. This was a departure from the position under the Rules of Court 2014 (“ROC 2014”) where a defendant had the option – but not the obligation – to counterclaim. After considering the parties’ submissions, I concluded that despite the change in wording, the position under the ROC 2021 remains materially the same: the rules enable but do not compel a defendant to bring a counterclaim. I therefore dismissed the striking out application. My full reasons are as follows.

Background

The parties

2. The Claimant in HC/OC 429/2025 (“OC 429”) is Sree Ram Construction Pte Ltd (“SRC”). SRC is also the Defendant in a related action, HC/OC 15/2025 (“OC 15”), which was commenced before OC 429. The Director of SRC is Mr Kulandaivelu Chidambaram (“Mr Velu”).

3. The 1st Defendant in OC 429 is Green Tag Scaffolding Pte Ltd (“GTS”). GTS is also the Claimant in OC 15. Mr Mani Senthil Kumar (“Mr Kumar”) is the Director of GTS. Mr Kumar is also the 2nd Defendant in OC 429. Mr Kumar and GTS will be referred to collectively in these grounds of decision as “GTS Group”.

4. Both SRC and GTS are in the business of providing scaffolding services.¹

5. Before 8 August 2022, Mr Velu and Mr Kumar each owned equal shares in both SRC and GTS.² Mr Velu and Mr Kumar were also Directors of both companies.³ On 8 August 2022, Mr Velu, Mr Kumar, SRC, and GTS entered into a Share Swap Agreement (“SSA”) under which they agreed to split the shareholding and assets of SRC and GTS such that Mr Velu would own 100% of SRC, and Mr Kumar would own 100% of GTS.⁴

The first action: OC 15

6. On 7 January 2025, GTS commenced OC 15 against SRC for alleged breaches of the SSA. GTS made the following claims in OC 15:

• (a) Under clause 3.1 of the SSA, all scaffold materials belonging to either SRC or GTS would be split equally between the two companies. GTS claimed that it had not received its full 50% share of the total scaffold materials.⁵

• (b) Under clause 4.1(a) of the SSA, SRC was required to assign to GTS an amount equivalent to 50% of SRC’s account receivables. GTS claimed that SRC breached this provision, alleging that it had not received its full 50% share of SRC’s account receivables.⁶

7. GTS also pleaded in its Statement of Claim in OC 15 that on 11 August 2022, SRC transferred to GTS an amount of $200,000 pursuant to a separate agreement.⁷ SRC denied this pleading in its Defence filed in OC 15. SRC pleaded as follows in connection with the $200,000 payment: ⁸

• (a) Before the SSA was signed, Mr Velu and Mr Kumar agreed by way of a handwritten agreement that Mr Velu would extend a goodwill payment of $200,000 to Mr Kumar.

• (b) After the SSA was signed, on 10 August 2022, GTS invoiced SRC for an amount of $200,000 for the “provision of scaffolder, supervisor, scaffold materials, tools and consumables to erect and dismantle the scaffold at various locations” (the “GTS Invoice”).

• (c) To the best of SRC’s knowledge, the GTS Invoice was intended to represent the goodwill payment that had been previously agreed between the parties under the handwritten agreement dated 30 July 2022.

• (d) Subject to further and better particulars and production of documents, SRC reserved its right to claim against GTS for the $200,000 payment.

8. When SRC filed its Defence in OC 15 on 31 January 2025, it did not make a counterclaim against GTS.

The second action: OC 429

9. On 31 May 2025, SRC commenced OC 429 against GTS Group (ie, against GTS as the 1st Defendant and Mr Kumar as the 2nd Defendant). SRC made the following claims in OC 429:

• (a) Under clause 4.1(d) of the SSA, GTS was required to pay SRC for 50% of the tax paid by SRC for various financial years. SRC claimed that GTS breached this clause when it failed to pay for 50% of SRC’s corporate tax for the financial year 2022.⁹

• (b) Clause 4.1(d) also required GTS to contribute to 50% of the costs incurred to recover accounts receivables from SRC’s debtors. SRC claimed that GTS failed to contribute its share of such costs.¹⁰

• (c) GTS caused a company known as Firstpiping Engineering Pte Ltd to terminate its contract with SRC for scaffolding works and to award the same contract to GTS instead. SRC claimed that this amounted to inducement of breach of contract.¹¹

• (d) GTS, “at the behest of Mr Kumar”, transferred SRC’s mobile phone number to GTS and/or its agents or servants. SRC claimed that this was done at a time when Mr Kumar was still a Director of SRC. SRC alleged that the transfer of the mobile phone number amounted to “wrongful interference” and, in the case of Mr Kumar, a breach of his fiduciary duties owed to SRC.¹²

• (e) The inducement of Firstpiping Engineering Pte Ltd’s breach of contract and the wrongful interference relating to the transfer of the mobile phone numbers were carried out by GTS Group pursuant to a conspiracy to injure SRC by unlawful means.¹³

• (f) SRC sought the return of the sum of $200,000 that it paid to GTS. SRC pleaded that it paid GTS this amount in or around 11 August 2022 pursuant to the GTS Invoice. SRC pleaded that the payment was “allegedly pursuant to an agreement” for SRC to pay GTS that amount as a form of goodwill and that GTS did not, in fact, provide the services described in the GTS Invoice. SRC pleaded that GTS did not provide any consideration for the payment and so any agreement was invalid for want of consideration. Accordingly, SRC claimed that GTS was unjustly enriched at SRC’s expense. ¹⁴ SRC’s claim for the $200,000 will be referred to as the “Unjust Enrichment Claim”.

10. As at the date of commencement of OC 429, SRC was represented by Cornerstone Law LLP (“CLP”) in OC 15, and by Forte Law LLC (“FLC”) in OC 429. Subsequently, SRC filed a Notice of Change of Solicitors in OC 15 on 30 June 2025, such that it became represented by FLC in both proceedings from that date.

The striking out application

11. In SUM 2221, GTS Group sought to strike out and dismiss OC 429 pursuant to O 9 r 16 of the ROC 2021 on two grounds.

12. First, GTS Group contended that SRC was required under O 6 r 8(1) of the ROC 2021 to bring its claims in OC 429 as a counterclaim with its defence in OC 15. GTS Group submitted that O 6 r 8(1) of the ROC 2021 was worded in mandatory terms. Since OC 429 was brought in breach of O 6 r 8(1), GTS Group submitted that OC 429 should be struck out in its entirety on the ground of abuse of process and/or that it was in the interests of justice to do so.¹⁵

13. Secondly, GTS Group submitted that the Unjust Enrichment Claim should be struck out because it disclosed no reasonable cause of action and/or should be struck out as an abuse of process or in the interests of justice because it was plainly and obviously unsustainable.

14. SRC's submissions against the application were that: (a) the separate proceedings were not commenced for any collateral purpose; (b) OC 15 and OC 429 could be consolidated for a just, expeditious and economical disposal of the dispute; and (c) there were issues of law and fact relating to the Unjust Enrichment Claim that needed to be proven.¹⁶

15. SRC also provided varying explanations for why it did not make a counterclaim in OC 15. This requires some explanation:

• (a) SRC’s first explanation was set out in its affidavit in reply to SUM 2221, which was deposed to by Mr Velu (“Mr Velu’s 1st Affidavit”). In Mr Velu's 1st Affidavit, SRC explained that it initially intended for CLP to represent SRC for both its defence and a counterclaim in OC 15. However, CLP apparently advised SRC that it could only act for SRC for the conduct of its defence against the claim in OC 15. This was due to a complaint that GTS Group had made to the Law Society of Singapore (the “Law Society”) against CLP. SRC therefore decided to instruct separate solicitors (ie, FLC) to commence a separate action against GTS Group (ie, OC 429).¹⁷

• (b) GTS Group’s written submissions for SUM 2221 filed on 12 September 2025 highlighted that Mr Velu’s 1st Affidavit did not specify when the Law Society informed CLP of the complaint, and whether this occurred before the date when the Defence in OC 15 was filed. The written submissions further stated that Mr Kumar was willing to file a supplementary affidavit with supporting documents to clarify that to the best of Mr Kumar’s knowledge, the Law Society did not contact CLP until after 11 February 2025...