Nassif v Sun [2021] NSWSC 990

Plaintiffs’ claims fail because equitable relief is barred by laches due to delay and prejudice, and legal claims for restitution or damages for breach of contract fail for want of proof of loss; standing and separate entitlement defences do not succeed.

Jurisdiction: Australia
Judgment Date: 09 August 2021
Procedural Posture: Principal Judgment / Trial Judgment
Outcome: Claims dismissed; judgment for defendants
Legal Topics: ['equitable Remedies' 'rescission' 'equitable Compensation' 'proprietary Company' 'compulsory Acquisition' 'assignment of Rights' 'standing' 'valid Assignment' 'misjoinder' 'non Joinder']

['equity' 'procedure'] ['equitable Remedies' 'rescission' 'equitable Compensation' 'proprietary Company' 'compulsory Acquisition' 'assignment of Rights' 'standing' 'valid Assignment' 'misjoinder' 'non Joinder']

Case Brief

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Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1

Procedural Posture

Principal Judgment / Trial Judgment

Legal Issues

1 ['Whether plaintiffs have standing to bring proceedings given alleged assignment' "Whether compulsory acquisition procedure under shareholders' agreement was properly followed" 'Whether defendant had entitlement to transfer of shares under other agreements' 'Whether rescission or equitable compensation is available for unauthorised share transfer' 'Whether laches, unclean hands or doing equity bar relief' 'Determination of value of shares for compensation purposes']

Ratio Decidendi

Court Disposition

Claims dismissed; judgment for defendants

Orders

['Judgment for the defendants.' 'Order that each of the plaintiffs pay the costs of its or his claims against the defendants.']