Yoo v Toppro Pty Ltd & Ors [2016] NSWSC 670

Yoo v Toppro Pty Ltd & Ors [2016] NSWSC 670

The execution and delivery of the share transfer form did not amount to an immediate and irrevocable assignment of Mr Yoo's equitable interest in Toppro shares; any authority was revocable and revoked prior to subsequent attempts to complete the share transfer. Alterations to the transferee on the form were unauthorised and did not effect a valid assignment or contract. Neither Mrs Joo nor WWIL established proprietary estoppel or contract claim, or any interest in the shares. The court's power under s 175 Corporations Act and equitable jurisdiction warranted rectification of Toppro's share register to record Mr Yoo as the legal owner.

Parties
Plaintiff/first Cross Defendant: Il Nam Yoo; First Defendant: Toppro Pty Ltd; Second Defendant/cross Claimant: Ok Ja Joo; Third Defendant: Jae Joo Kim; Fourth Defendant/cross Claimant: Wealth Wisdom Investments Limited; Second Cross Defendant: Jin Hee Hong
Jurisdiction
Australia
Judgment Date
26 May 2016
Procedural Posture
Principal Judgment / Final Judgment
Outcome
Order for rectification of share register and ancillary orders in favour of Plaintiff. Cross-Claims dismissed. Second Defendant and Fourth Defendant to pay Plaintiff's costs as agreed or as assessed.
Legal Topics
Rectification of Share Register, Equitable Assignment, Share Transfer, Estoppel, Fraud
Corporations Equity Rectification of Share Register Equitable Assignment Share Transfer Estoppel Fraud

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Parties

Il Nam Yoo

Plaintiff/first Cross Defendant

Toppro Pty Ltd

First Defendant

Ok Ja Joo

Second Defendant/cross Claimant

Jae Joo Kim

Third Defendant

Wealth Wisdom Investments Limited

Fourth Defendant/cross Claimant

Jin Hee Hong

Second Cross Defendant

Procedural Posture

Principal Judgment / Final Judgment

Legal Issues

  1. 1 Whether plaintiff disposed of equitable interest in shares
  2. 2 Whether executed share transfer form effected an equitable assignment
  3. 3 Validity of amendments to share transfer form

Ratio Decidendi

The execution and delivery of the share transfer form did not amount to an immediate and irrevocable assignment of Mr Yoo's equitable interest in Toppro shares; any authority was revocable and revoked prior to subsequent attempts to complete the share transfer. Alterations to the transferee on the form were unauthorised and did not effect a valid assignment or contract. Neither Mrs Joo nor WWIL established proprietary estoppel or contract claim, or any interest in the shares. The court's power under s 175 Corporations Act and equitable jurisdiction warranted rectification of Toppro's share register to record Mr Yoo as the legal owner.

Court Disposition

Order for rectification of share register and ancillary orders in favour of Plaintiff. Cross-Claims dismissed. Second Defendant and Fourth Defendant to pay Plaintiff's costs as agreed or as assessed.

Orders

  • Rectification of Toppro share register to record Il Nam Yoo as legal owner of shares.
  • Ancillary orders as appropriate.