In the matter of Sunnya Pty Ltd [2024] NSWSC 403

In the matter of Sunnya Pty Ltd [2024] NSWSC 403

Former directors (Mr He and Ms Lu) breached statutory and fiduciary duties to Sunnya Pty Ltd by diverting assets and corporate opportunities (including trade marks and business) to themselves and related entities both before and after their resignation as directors, for improper/dishonest purposes. Various related parties—including GABT and Sunlife—were knowingly concerned in or assisted with those breaches, engaging accessory liability under Barnes v Addy. Certain payments to HLW were voidable as made with intent to defraud creditors under Conveyancing Act s 37A. Not all allegations were proven; relief was primarily declaratory and injunctive. Oppression claims in the related proceedings...

Jurisdiction
Australia
Judgment Date
19 April 2024
Procedural Posture
Corporations/equity; Cross Claims, Complex Multi Party / Principal Judgment (liability and Orders, Quantum Reserved)
Outcome
Plaintiffs succeeded in part; relief granted as declarations, compensation (quantum to be determined), constructive trusts, and permanent injunctions against key defendants. Some claims dismissed. Oppression claims by All168 dismissed. Cross-claims dismissed. Costs reserved.
Legal Topics
["directors' Duties" 'breach of Fiduciary Duty' 'involvement/accessories Liability (barnes V Addy)' 'trade Mark Ownership and Misuse' 'oppression (corporate)' 'constructive Trust' 'equitable Compensation' 'section 37 a Conveyancing Act (alienation With Intent to Defraud)']
['corporations Law' 'equity' 'intellectual Property' 'property Law'] ["directors' Duties" 'breach of Fiduciary Duty' 'involvement/accessories Liability (barnes V Addy)' 'trade Mark Ownership and Misuse' 'oppression (corporate)' 'constructive Trust' 'equitable Compensation' 'section 37 a Conveyancing Act (alienation With Intent to Defraud)']

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Procedural Posture

Corporations/equity; Cross Claims, Complex Multi Party / Principal Judgment (liability and Orders, Quantum Reserved)

Legal Issues

  1. 1 ['Whether former directors breached statutory and fiduciary duties to company and misused corporate opportunities' 'Liability of third parties for knowing assistance or receipt of property in breaches of fiduciary duty (Barnes v Addy)' 'Validity/effect of purported trade mark assignments' 'Whether property/funds transfers were voidable under s 37A Conveyancing Act (NSW) as intended to defraud creditors' 'Proper construction of Share Purchase Agreement and validity of board and shareholders meetings/resolutions']

Ratio Decidendi

Former directors (Mr He and Ms Lu) breached statutory and fiduciary duties to Sunnya Pty Ltd by diverting assets and corporate opportunities (including trade marks and business) to themselves and related entities both before and after their resignation as directors, for improper/dishonest purposes. Various related parties—including GABT and Sunlife—were knowingly concerned in or assisted with those breaches, engaging accessory liability under Barnes v Addy. Certain payments to HLW were voidable as made with intent to defraud creditors under Conveyancing Act s 37A. Not all allegations were proven; relief was primarily declaratory and injunctive. Oppression claims in the related proceedings...

Court Disposition

Plaintiffs succeeded in part; relief granted as declarations, compensation (quantum to be determined), constructive trusts, and permanent injunctions against key defendants. Some claims dismissed. Oppression claims by All168 dismissed. Cross-claims dismissed. Costs reserved.

Orders

  • ['Declarations and liability findings against Mr He, Ms Lu, GABT, Sunlife, Supermega, Megadairy, NZFDA for breach of duties, knowing assistance, and knowing receipt, as detailed at [1039]-[1047] of reasons.' 'Permanent injunctions restraining various parties from unauthorised manufacture, sale, or exploitation of...