Shee See Kuen and others v Sugiono Wiyono Sugialam and others and another appeal [2025] SGHC 73

The appellants commenced HC/S 908/2021 (“Suit 908”) and HC/S 909/2021 (“Suit 909”) against seven defendants on 6 November 2021 for damages for fraudulent misrepresentation and unlawful means conspiracy. Their applications to amend the statements of claim were dismissed by the Assistant Registrar (“AR”). Only the first, second and fourth defendants (the “respondents”) remain parties as the other defendants had reached a settlement with the appellants. The appellants claim that they were induced to subscribe to two issues of Senior Fixed Rate Notes by representations in two offering circulars (“OCs”) and by the corporate disclosures (“CDs”) of Trikomsel Oke Tbk (the “Company”). The issuer of the notes was Trikomsel Pte Ltd, which was a subsidiary of the Company. The Company was incorporated in Indonesia and was in the business of retailing and distributing telecommunications products. The first defendant was the Chief Executive Officer of the Company. The second defendant was a director of the Company. The fourth defendant was the President Commissioner of the Company.

On 9 January 2025, the appellants filed HC/SUM 74/2025 in Suit 908 and HC/SUM 75/2025 in Suit 909 for leave to amend the respective statements of claim. The respondents objected to the amendment applications, save for minor editorial amendments and the amendments reflecting the discontinuance of the suits against the third, fifth, sixth and seventh defendants. On 11 February 2025, the AR allowed the amendments consented to by the respondents and disallowed the substantive amendments. The appellants now appeal against the AR’s decision.

According to the counsel for the appellants, Mr Chia, the statements of claim in Suit 908 and Suit 909 contain pages extracted verbatim from the OCs. Mr Chia proposes to break those pages into parts so that only the salient representations are set out. The representations will be re-organised into eight categories in accordance with the nature or character of such representations. Other statements of the same nature or character in the OCs will be added. He also intends to provide specificity and particulars of the precise nature of such representations. Mr Chia’s position, therefore, is that the proposed amendments only seek to provide clarification of the statements in the OCs and CDs as well as the material facts and particulars supporting the causes of action. He says that it is “illogical” for the respondents to object to these amendments which address the respondents’ previous complaints regarding the lack of particulars and clarity in the statements of claim.

The respondents’ respective counsel, Mr Malik and Ms Tang, say that the appellants have commenced similar proceedings concerning the same claims, subject matter and defendants in HC/OC 139/2023 (“OC 139”) and HC/OC 141/2023 (“OC 141”). According to them, the Statement of Claim (Amendment No. 1) filed in OC 139 was largely similar to the Statement of Claim (Amendment No. 3) filed in Suit 908, and the Statement of Claim (Amendment No. 1) filed in OC 141 was largely similar to the Statement of Claim (Amendment No. 2) filed in Suit 909. The plaintiffs’ claims in OC 139 and OC 141 were struck out on the grounds that, inter alia, they disclosed no reasonable cause of action and were time-barred. Mr Malik claims that the appellants now seek to amend their statements of claim in Suit 908 and Suit 909 to “cure the defects” that led to the striking out in OC 139 and OC 141.

Mr Malik argues that the existing claims do not disclose any fraudulent misrepresentation. For instance, the present pleadings in Suit 908 simply reproduce large chunks of the statements from the OCs without identifying the representations. The appellants’ proposed amendments seek to identify some representations and identify a representor. Therefore, the amended claims will necessarily be “new claims” even if they can be said to “cure the defects” in the existing claims. Mr Malik submits that in any event, the appellants’ amendments arise out of substantially different facts from the present pleadings. He contends that the appellants have “changed their case” on the nature of the representations that have allegedly induced them, how the first defendant was fraudulent and who the co-conspirators are. Furthermore, the appellants’ amendments would prejudice the first defendant’s right to rely on a defence of limitation because the appellants’ cause of action accrued on 20 November 2015 and the alleged fraud had been discovered latest by 3 March 2017. More than six years have passed, and the appellants would be out of time to bring their case if they sued afresh now.

Ms Tang similarly submits that the appellants seek to introduce new causes of action which would be time-barred if raised in a new action. However, she accepts the appellants’ case that the new causes of action arise out of substantially the same facts. Her position is that it is not just to grant leave in this case because it would be highly prejudicial to the second and fourth defendants as the limitation period should have expired more than three years ago. Furthermore, she says that the appellants are seeking to amend at a late stage of the proceedings and their reasons are not strong enough to justify leave to amend.