Recent Cases

Zong v Lin [2022] NSWCA 136 (02 August 2022) (Gleeson, Leeming and Kirk JJA)


Catchwords:


DAMAGES – Quantum of compensation – overvalue purchase of boat – competing valuation evidence – whether judge had regard to extraneous material not in evidence – where judge questioned defendant’s expert about “publicly available information” relevant to perception of buyers – where judge’s reasons on the valuation issue unrelated to “publicly available information”

CORPORATIONS – Directors and officers – where real and substantial conflict between duty as director and interest as shareholder – where director paid company’s money to same solicitor retained by company and director in shareholder dispute – whether breach of fiduciary duty

PROCEDURE – whether breach of rule in Browne v Dunn – where affidavit evidence of defendant’s belief that solicitor retained in the ordinary course of company’s affairs and business – where out-of-court representations by the solicitor as to nature of work – where defendant paid company’s money to solicitor – absence of cross-examination of defendant regarding nature of work to which payments related – where fair notice given of plaintiffs’ case on timing of payments to solicitor

CORPORATIONS – Member’s rights and remedies – oppression – compulsory transfer order – transfer of oppressor’s shares to other shareholder without payment in return – where relief in derivative action did not fully address oppression – where defendant failed to contribute promised skill and goodwill to the company – where company did not commence its intended business – where compulsory transfer order in the nature of recission of shareholder agreement