1. ) HAN ON SDN BHD 2. ) ACONMAN SDN BHD v 1. ) EAS AIR-CONDITIONING SERVICES SDN BHD 2. ) Wong Kok Khoon

Case Significance

Applies the Yamaha Motor and Hong Leong Finance principles to refuse a late amendment that would change the character of a suit, confirming that a costs order cannot always cure the prejudice of recasting a contractual claim into a wide-ranging fraud and conspiracy action on the eve of trial.

This High Court decision at Kuala Lumpur concerns the plaintiffs' third application to amend their statement of claim, brought under Order 20 rule 5 and Order 34 of the Rules of Court 2012 on the eve of trial. The plaintiffs, Han On Sdn Bhd and Aconman Sdn Bhd, sued the first defendant, EAS Air-Conditioning Services Sdn Bhd, and its representative, the second defendant, over an alleged oral profit-sharing agreement said to have been made in 2017 concerning six named property projects. The proposed amendment was filed on 21 October 2025, after witness statements had been exchanged and with trial dates already fixed for early November 2025, and it was the plaintiffs' third such application, two earlier amendments having already been allowed in October 2023 and July 2025. The Court applied the established principles governing late amendments, including those in Yamaha Motor Co Ltd v Yamaha Malaysia Sdn Bhd and Hong Leong Finance Bhd v Low Thiam Hoe, which require the court to weigh whether the application is bona fide, whether the delay has been explained, whether the amendment changes the character of the suit, and whether any prejudice can be compensated by costs. Examining the substance of the proposed amendment, the Court found that it would transform a comparatively straightforward claim in breach of an oral agreement, breach of trust and unjust enrichment into a complex multi-cause action introducing fraudulent misrepresentation and deceit, estoppel, conspiracy to injure by unlawful means, an expanded fraud narrative and a broader damages framework. That amounted to an overall change in the character of the suit, and the Court held that costs could not compensate the defendants for the prejudice such a shift would cause at that late stage. The plaintiffs' pleadings had already been recast twice, and the Court was not persuaded that the substance of the fresh allegations could not have been raised at an earlier point in the proceedings. The Court accordingly dismissed the application to amend, leaving the fixed trial to proceed on the existing pleadings.