Oohira Hausys Pty Ltd v Yerim Australia Pty Ltd [2017] NSWDC 366

Oohira Hausys Pty Ltd v Yerim Australia Pty Ltd [2017] NSWDC 366

The plaintiff's claim failed because the Court preferred the defendants' evidence that the construction arrangement was for $150,000 plus $50,000 marketing support, all of which was paid, and found the plaintiff's evidence and invoices unreliable and insufficient to prove any further entitlement or retained goods. The cross-claim failed because the alleged 300,000 door-set guarantee was not proved and was not pressed, the 10,000 door-set agreement was made with Mr Cheung before the plaintiff was incorporated and was not shown to bind or have been ratified by the plaintiff, the alleged management agreement was not an immediately binding and sufficiently certain contract, and loss of the...

Jurisdiction
Australia
Judgment Date
14 December 2017
Procedural Posture
Civil Contract and Company Law Proceedings Involving a Statement of Claim and Cross Claim / Principal Judgment After Hearing
Outcome
Amended Statement of Claim dismissed; Cross-Claim dismissed; liberty to apply on costs.
Legal Topics
['oral Contracts' 'pre Incorporation Contracts' 'masters V Cameron Categories' 'section 131 of the Corporations Act 2001' 'construction Work Claim' 'distribution Agreement' 'cross Claim']
['contract' 'company Law' 'civil Procedure'] ['oral Contracts' 'pre Incorporation Contracts' 'masters V Cameron Categories' 'section 131 of the Corporations Act 2001' 'construction Work Claim' 'distribution Agreement' 'cross Claim']

Case Brief

Summary, issues, holding and outcome

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Procedural Posture

Civil Contract and Company Law Proceedings Involving a Statement of Claim and Cross Claim / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether the parties made an oral construction agreement requiring the defendants to pay more than the amounts already paid for the Auburn warehouse showroom and office fit out.' 'Whether the plaintiff proved its claimed construction costs, labour costs, marketing costs, and alleged retained goods.' 'Whether any agreement to purchase 10,000 door sets or sell 300,000 door sets per annum bound the plaintiff despite the plaintiff not being incorporated at the time of the June 2016 discussions.' 'Whether an alleged consignment management or warehouse management arrangement was intended to be immediately binding or was too uncertain.' 'Whether the defendants proved loss of the use and benefit of the warehouse fit out.']

Ratio Decidendi

The plaintiff's claim failed because the Court preferred the defendants' evidence that the construction arrangement was for $150,000 plus $50,000 marketing support, all of which was paid, and found the plaintiff's evidence and invoices unreliable and insufficient to prove any further entitlement or retained goods. The cross-claim failed because the alleged 300,000 door-set guarantee was not proved and was not pressed, the 10,000 door-set agreement was made with Mr Cheung before the plaintiff was incorporated and was not shown to bind or have been ratified by the plaintiff, the alleged management agreement was not an immediately binding and sufficiently certain contract, and loss of the...

Court Disposition

Amended Statement of Claim dismissed; Cross-Claim dismissed; liberty to apply on costs.

Orders

  • ['Judgment for the defendants in relation to the Amended Statement of Claim. The Amended Statement of Claim is dismissed;' 'Judgement for the plaintiff/cross-defendant in relation to the Cross-Claim. The Cross-Claim is dismissed;' 'Liberty to the parties to apply in relation to the question of costs.' 'Exhibits to...