Aucare Dairy (Aust) Pty Ltd v Huang (No 3) [2019] FCA 412

Aucare Dairy (Aust) Pty Ltd v Huang (No 3) [2019] FCA 412

Ms Huang and Mr Guo, in breach of fiduciary and statutory duties, dishonestly and fraudulently orchestrated the removal and transfer of APD's plant and enterprise for personal benefit; related companies and associates knowingly assisted and received those assets, warranting proprietary relief and constructive trusts to restore applicants' interests. Declaratory orders and specific relief are given to remedy the ongoing breaches and restore the equitable position.

Parties
First Applicant: Aucare Dairy (Aust) Pty Ltd; Second Applicant: Yanfeng Bai; First Respondent: Yunling Huang; Second Respondent: Zhixin Guo; Third Respondent: Great Vision Australia Pty Ltd; Fourth Respondent: Noyier Dairy Australia Pty Ltd; Fifth Respondent: CFM Associates Pty Ltd; Sixth Respondent: Australia Green Dairy Pty Ltd; Seventh Respondent: Nutritional Choice Australia Pty Ltd; Eighth Respondent: Huang Qiong; Ninth Respondent: Macpherson + Kelley Lawyers Pty Ltd; Tenth Respondent: Grant Guenther
Jurisdiction
Australia
Judgment Date
27 March 2019
Procedural Posture
Corporations, Equity and Consumer Law Claim / Judgment Following Trial
Outcome
Declaratory relief granted; proprietary relief (constructive trust) and assignment orders made; Asset Sale Agreement set aside; further hearing for damages; costs reserved as to some parties and granted against others.
Legal Topics
Breach of Fiduciary Duty, Statutory Directors' Duties, Joint Venture Disputes, Knowing Assistance, Knowing Receipt, Misleading and Deceptive Conduct, Unconscionable Conduct, Proprietary Relief
Corporations Equity Consumer Law Breach of Fiduciary Duty Statutory Directors' Duties Joint Venture Disputes Knowing Assistance Knowing Receipt +3 more

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Parties

Aucare Dairy (Aust) Pty Ltd

First Applicant

Yanfeng Bai

Second Applicant

Yunling Huang

First Respondent

Zhixin Guo

Second Respondent

Great Vision Australia Pty Ltd

Third Respondent

Noyier Dairy Australia Pty Ltd

Fourth Respondent

CFM Associates Pty Ltd

Fifth Respondent

Australia Green Dairy Pty Ltd

Sixth Respondent

Nutritional Choice Australia Pty Ltd

Seventh Respondent

Huang Qiong

Eighth Respondent

Macpherson + Kelley Lawyers Pty Ltd

Ninth Respondent

Grant Guenther

Tenth Respondent

Procedural Posture

Corporations, Equity and Consumer Law Claim / Judgment Following Trial

Legal Issues

  1. 1 Whether respondents breached fiduciary or statutory duties relating to a joint venture
  2. 2 Whether misleading and deceptive or unconscionable conduct contravened statutory prohibitions
  3. 3 Whether proprietary relief (constructive trust) is available

Ratio Decidendi

Ms Huang and Mr Guo, in breach of fiduciary and statutory duties, dishonestly and fraudulently orchestrated the removal and transfer of APD's plant and enterprise for personal benefit; related companies and associates knowingly assisted and received those assets, warranting proprietary relief and constructive trusts to restore applicants' interests. Declaratory orders and specific relief are given to remedy the ongoing breaches and restore the equitable position.

Court Disposition

Declaratory relief granted; proprietary relief (constructive trust) and assignment orders made; Asset Sale Agreement set aside; further hearing for damages; costs reserved as to some parties and granted against others.

Orders

  • Declaration that Second Respondent engaged in misleading and deceptive conduct contrary to ACL s 18.
  • Declaration that Fourth Respondent breached Joint Venture Agreement.