Permission to act for a company was given only for the proceedings in question

[1] In HC/SUM 2122/2025 (“SUM 2122”), filed in HC/OA/616/2025 (“OA 616”), Mr Kumarandy Alaguraj (“Mr Alaguraj”) and Dot Safety Solutions Pte Ltd (“Dot”) applied for permission for Mr Alaguraj to act on behalf of Dot in proceedings brought by the claimant, Landscape Engineering Pte Ltd (“Landscape”), in OA 616. I allowed the application.

[2] A key issue which arose was the interpretation of O 4 r 3(3)(b) of the Rules of Court 2021 (“ROC 2021”), which governs such applications. Order 4 rule 3(3)(b) requires consideration of whether the officer has “sufficient executive or administrative capacity or is a proper person to represent the company” in that matter. Landscape, in reliance on certain authorities, submitted that under O 4 r 3(3)(b), there is no consideration of the role that the officer plays within the company. I was unable to agree. In my view, there are clearly two distinct and disjunctive elements which should be construed separately. I set out in full my reasons below, together with my assessment of Landscape’s other submissions.

[3] In OA 616, the claimant, Landscape, applies to restrain the first respondent, Dot, and the second respondent, Mr Alaguraj, from commencing any court action or making any application relating to DC/OC 1760/2023 (“OC 1760”) without the permission of the Court. Landscape also seeks to stay or discontinue all ongoing proceedings brought by Dot and Mr Alaguraj in relation to OC 1760 in the State Courts.

[5] SUM 2122 is Dot and Mr Alaguraj’s application for Mr Alaguraj, the director of Dot, to represent Dot in all court proceedings.

[7] The two incidents referred to by Landscape – an eLitigation filing issue and a missed case conference – are not reflective of Mr Alaguraj’s lack of competence and credibility. Mr Alaguraj emailed a document instead of filing it, on the advice of the court-appointed service provider. He missed an earlier case conference because of a technical issue with his phone/email notification system. This was an isolated incident.

[8] Landscape submitted, relying on Lin Yueh Hung v Andreas Vogel & Partner, Rechtsanwaelte AV & P Legal LLP [2024] 3 SLR 1020 (“Lin Yueh Hung”) at [23], that under O 4 r 3(3)(b), the focus is on the characterisation and abilities of the officer in question. In the hearing, counsel for Landscape took the position that the role that the officer plays in the company is not a relevant consideration.

[10] In this case, there is no evidence that Mr Alaguraj is a duly authorised officer of Dot. Mr Alaguraj’s conduct shows that he lacks the competence, impartiality, and procedural discipline expected of a “proper person”. His repeated procedural defaults and disregard of court directions demonstrate that he cannot represent the company fairly or responsibly. He has shown a consistent inability to comply with basic court procedure. He has abused the court’s process through repeated, meritless applications. His conduct also reveals a complete lack of administrative and executive competence.

[11] Order 4 rule 3 of the ROC 2021 provides that:

[12] In respect of the first requirement under O 4 r 3(3)(a), I note that Landscape has adduced an ACRA search of Dot as of 29 July 2024, which shows that Mr Alaguraj is the sole director, sole shareholder and Chief Executive Officer of Dot. At the hearing, Mr Alaguraj produced a warrant to act, signed by him, authorising him as sole director and shareholder of Dot, to act on behalf of Dot in respect of OA 616 and OC 1760. I hence found that Mr Alaguraj has been duly authorised by Dot to act on behalf of Dot in OA 616 and satisfies O 4 r 3(3)(a).

[13] In respect of the second requirement under O 4 r 3(3)(b), there are two disjunctive elements. I note that in Lin Yueh Hung at [23], there is obiter dicta from Goh Yihan JC (as he then was) suggesting that the test in O 4 r (3)(3)(b) puts the focus of the analysis on the characterisation and abilities of the officer in question. Landscape relies on Lin Yueh Hung to support its case that under O 4 r 3(3)(b), there is no consideration of the role that an officer plays in the company.

[14] The obiter dicta in Lin Yueh Hong at [23] was made in the context of the learned judge agreeing with Singapore Rules of Court: A Practice Guide (Chua Lee Ming gen ed) (Academy Publishing, 2023) (“Singapore Rules of Court: A Practice Guide”) at pp 42–43. There, the learned authors stated:

[15] From the above excerpt from Singapore Rules of Court: A Practice Guide, it is clear that the learned authors were contrasting the disjunctive elements in O 4 r 3(3)(b) of the ROC 2021 with the test of “appropriateness” under the equivalent provision in the Rules of Court 2014 (“ROC 2014”). The learned authors were merely making the general observation that the new focus of analysis is on the characteristics and abilities of the officer in question, as compared to the wide range of factors previously identified under the “appropriateness” test. This observation was premised on the plain language of O 4 r 3(3)(b) which sets out two disjunctive elements – first, whether the officer has sufficient executive or administrative capacity, or, second, whether the officer is a proper person to represent the entity.

[16] In my view, the learned authors were simply remarking that these two disjunctive elements could be said to broadly relate to an officer’s characteristics and abilities. I do not think that either the learned authors or Goh JC in Lin Yueh Hung were expressing a view that the two disjunctive elements were to be elided in favour of a broad inquiry as to an officer’s characteristics and abilities, to the exclusion of any consideration of the role that an officer plays in the company. Given the plain language of the rule, these two disjunctive elements must form the basis of any assessment under O 4 r 3(3)(b).

[17] Landscape’s written submissions appeared to conflate these two disjunctive elements. Landscape’s main contention was that Mr Alaguraj was not a proper person as he lacked the “competence, impartiality and procedural discipline”, although Landscape also argued that Mr Alaguraj’s lack of basic procedural discipline and understanding meant that he lacked the requisite administrative or executive capacity required to represent Dot. Landscape also alleged that Mr Alaguraj’s conduct revealed a complete lack of administrative and executive competence.

[18] In my assessment, a distinction should be drawn between these two disjunctive elements. The first element is whether an officer has “sufficient executive or administrative capacity”. I note that this is distinct from executive or administrative “capability”. One plain meaning of capacity is the specified role or position of the officer.

[19] At the hearing, counsel for Landscape contended that the meaning of “capacity” in O 4 r 3(3)(b) excludes this plain meaning and only refers to the ability or power to do or understand something, such as an officer’s competency to represent the company in legal proceedings. However, counsel was unable to provide any reason why the plain meaning of the word should be ignored. I did not agree with this submission, particularly because “capacity” in this case is prefaced by the adjectives “executive or administrative”. Read in this context, the term “sufficient executive or administrative capacity” in O 4 r 3(3)(b) refers to the officer’s role and position in the company. I further note that in O 4 r 3(6), which defines “officer”, “capacity” is also used in a similar vein, referencing whether someone is “employed in an executive capacity by the company”. There is also no duplication between O 4 r 3(6) and O 4 r 3(3)(b), if the term “capacity” is given the same meaning throughout O 4 r 3. A secretary of the company could be an officer of the company, by virtue of the definition under O 4 r 3(6). It would nevertheless be relevant to such applications, to consider if that person has “sufficient executive or administrative capacity”, and assess if that person sufficiently understands the work or operations of the company, to serve as its representative in the proceedings.

[20] It may be that the learned authors of Singapore Rules of Court: A Practice Guide also had in mind the role that a person plays in the company, when they referred to the “characteristics” of the officer in question.

[21] In this case, given that Mr Alaguraj is the sole shareholder, sole director and Chief Executive Officer of the company, I found that he is an officer with “sufficient executive or administrative capacity” for the purposes of O 4 r 3(3)(b).

[22] The second disjunctive element under O 4 r 3(3)(b) is that the officer “is a proper person to represent the company”. This would focus more on the abilities of the officer in question vis-à-vis the management of the legal proceeding at hand. Here, Landscape’s contentions as to Mr Alaguraj’s competence and conduct would be germane. However, given that I have found that Mr Alaguraj is an officer with sufficient executive or administrative capacity, I do not need to consider whether he is a proper person to represent the company, for the purpose of O 4 r 3(3)(b).

[23] However, this does not mean that the issue of Mr Alaguraj’s competence is consequently irrelevant to the overall consideration of SUM 2122.

[24] Beyond the conditions under O 4 rr 3(3)(a) and (b), the court also has a wider discretion to consider other factors that may be germane to the inquiry. As Professor Jeffrey Pinsler SC notes in Singapore Court Practice (Jeffrey Pinsler gen ed) (LexisNexis Singapore, 2025) at para 4.3.4:

[25] At the same time, given the substantive restructuring of O 4 r 3(3) from the earlier equivalent provision in ROC 2014, the question arises as to when it would be appropriate for the court to take cognisance of other factors. In Lin Yueh Hung, the court expressed the view that “given the oft-cited sentiment that rules of procedure should never stand in the way of substantive justice, as broadly embodied in the Ideals found in O 3 r 1 of the ROC 2021”, the court is not prohibited from assessing other factors unrelated to the characterisation and abilities of the officer in question, although there needs to be a “very good reason” for a court to take these “extraneous” factors into account in considering an application under O 4 r 3(3); at [25],

[26] It appears that this view was expressed in the context of the reframed substantive requirements in O 4 r 3(3)(b), and the court’s attention was not drawn to the words “the court may”, which expressly confers the court with the discretion to decline to grant an application, even if O 4 rr 3(3)(a) and (b) are satisfied.

[27] In view of this, I would hesitate to go as far as in Lin Yueh Hung to say that there needs to be a “very good reason” to consider other factors. In my view, having regard to the structure of O 4 r 3(3), once an officer fulfils the requirements under O 4 rr 3(3)(a) and (b), the court should ordinarily allow the officer to act on behalf of the entity unless the court finds good reason to exercise its discretion not to give permission.

[28] In the exercise of this discretion, the court should have regard to the Ideals of the Rules of Court, as enumerated in O 3 r 1(2) of the ROC 2021. O 3 r 1(3) exhorts that the Court must seek to achieve the Ideals in all its orders or directions. As rightly observed in Ghows LLC v Amber Compounding Pharmacy Pte Ltd [2023] SGMC 43 at [25]–[26], to the extent that the factors enumerated in Bulk Trading (in reference to the test of “appropriateness” under the ROC 2014) seek to achieve the Ideals, the factors should continue to be relevant under the ROC 2021.

[29] At this juncture, I summarise the legal principles set out in the analysis above:

(a) There are two disjunctive elements in O 4 r 3(3)(b).

(b) The first disjunctive element is whether the officer has “sufficient executive or administrative capacity”. This involves an assessment of the role that the officer plays in the entity, including whether that officer sufficiently understands the work or operations of the entity, to serve as its representative in the proceedings.

(c) The second disjunctive element is whether the officer is a “proper person” to represent the entity. This involves an assessment of the conduct, competence and abilities of the officer, vis-à-vis the management of the proceedings at hand.

(d) As O 4 r 3(3) states that the court “may” grant the application if satisfied as to O 4 rr 3(3)(a) and (b), the court may also consider other factors.

(e) Nevertheless, once an officer fulfils the requirements under O 4 rr 3(3)(a) and (b), the court should ordinarily allow the officer to act on behalf of the entity unless the court finds good reason to exercise its discretion not to.

[30] I thus considered the other relevant Bulk Trading factors (which have been helpfully summarised in Elbow Holdings Pte Ltd v Marina Bay Sands Pte Ltd [2015] 5 SLR 289 at [7]), before situating them in light of the Ideals of the Rules of Court.

[31] First, I considered the financial impecuniosity of the company. The respondents have not provided evidence on the company’s financial state. However Landscape, in its affidavit, takes the position that Dot is impecunious. In Allergan, Inc v Ferlandz Nutra Pte Ltd [2015] 2 SLR 94, the court noted at [52] that where financial impecuniosity is the sole or main reason for the application, the extent of the financial constraints on the company and the ability of the company to engage counsel would be a consideration. This factor, in so far as it relates to the ability of the company to engage counsel, weighed in Dot and Mr Alaguraj’s favour.

[32] Landscape contends that the impecuniosity of Dot also bears directly on abuse of process as the company has been used to pursue vexatious litigation. This relates to a separate point of a possible abuse of process, which I examine below.

[33] Second, I considered the nature of the company’s involvement. In Bulk Trading, Steven Chong J (as he then was) noted that a number of cases have suggested that the court should be more willing to grant leave, where the company is the defendant, since the company would effectively be before the court involuntarily; at [100]. The judge accepted that such an approach made sense; at [101]. As Dot is the respondent in OA 616, this weighed in Dot and Mr Alaguraj’s favour.

[34] Landscape also submitted, in reliance on comments made in Bulk Trading at [28] and [58], that limited companies, which may not be able to compensate parties who litigate with them, should be subject to certain constraints in the interests of their potential creditors. I accept the existence of this policy concern. However, the relevance of this policy concern is severely diminished in this case where Dot is the respondent in the originating application, responding (involuntarily) to an application brought by Landscape. In such circumstances, it cannot be said that Dot is exploiting the shield of limited liability in this proceeding without bearing real financial consequence or that it is weaponising its impecuniosity.

[35] Furthermore, Mr Alaguraj is also a defendant in this proceeding. Even if permission is not granted, Mr Alaguraj would still be entitled to make arguments in his personal capacity that impinge on the case vis-à-vis Dot. In Bulk Trading, the court observed that it would be appropriate to grant leave if a common or substantially similar stand is adopted by the representative in his personal capacity as well as on behalf of the company; at [119]. This is likely to be the case in OA 616.

[38] Relatedly, the court in Bulk Trading noted that it should also be relevant that the proposed representative is the sole shareholder or is effectively the embodiment of the company. In such a situation, the analogy of an individual litigant in person is particularly compelling; at [103]. In Thomas Lamond v Ray Smith [2004] O.J. No 3255 (“Thomas Lamond”), which Bulk Trading referred to at [103], the court noted that if the rationale was a concern over whether a representative has the authority to act for or bind the company and is sufficiently knowledgeable about its affairs, the rationale is weakened for a small one-man company; Thomas Lamond at [7]–[9].

[39] In Bulk Trading, the court held that the competence of a representative must be weighed in the context of the complexity of the issues and the quality of the representative; at [113]. The representative must also be able to understand and comply with court orders and directions; at [114]. In contrast, where a representative, inter alia, experiences language difficulties, it is difficult for him to attend or assist the court; at [115]. The representative should function effectively as an officer of the court; at [116].

[40] In this case, Mr Alaguraj has relied on generative artificial intelligence (“AI”) to generate his submissions. In so doing, he has referred to no fewer than six fictitious cases. While Mr Alaguraj is not a solicitor and may not be aware of the pitfalls of artificial intelligence, this indicates a level of carelessness and raises doubts as to the quality of his representation and his ability to function as an officer of the court.

[42] I note that Mr Alaguraj appears to have persistently failed to comply with basic court procedure. He also has some language difficulties and requires a Tamil interpreter.

[43] How much weight the above factors should hold, bearing in mind the nature of self-represented litigation, would be affected by the complexity of the legal process at hand. In Bulk Trading, the learned judge held that the court must necessarily consider whether the company representative would be able to offer assistance in the determination of the issues. This would require an examination of the issues at hand and whether the representative is sufficiently competent to understand and comply with the attendant obligations to such representation; at [105].

[44] Bulk Trading related to a suit in which a series of interlocutory applications and procedures had to be undertaken, which weighed against the grant of permission; at [106]–[107]. In the present case, the primary issue is whether an extended civil restraint order should be granted under s 73C(1) of the Supreme Court of Judicature Act 1969 (2020 Rev Ed). There are two requirements: (a) the intended subject had to have persistently commenced actions or made applications; and (b) such actions or applications were totally without merit; National University of Singapore v Ten Leu Jiun Jeanne-Marie [2024] 3 SLR 864 at [46]. The main issue therefore would be whether the previous applications were without merit. This involves legal analysis of the past applications. This weighed against Mr Alaguraj. At the same time, it is less challenging than a complex trial process, and the merits of past applications could be assessed, where grounds are issued, from the decisions themselves.

[45] In Bulk Trading, the court identified three rationales as to why a corporate litigant has to first seek permission of court before being able to represent itself in proceedings; at [47]:

[48] Thus, after considering the other factors, I did not find any good reason to exercise my discretion not to allow Mr Alaguraj to represent Dot.

[49] For the reasons above, I allowed SUM 2122, but confined, for Mr Alaguraj to represent Dot in the company’s proceedings in OA 616, and not “in all Court’s Proceedings” as prayed for.