Yang v Zhang [2022] FCA 697

Yang v Zhang [2022] FCA 697

Mr Zhang failed to establish that any oral agreement existed by which Mr Yang agreed to transfer his shares or resign as director. The evidence of Mr Zhang and Mr He was unreliable, inconsistent, unsupported by contemporaneous documents, and in significant respects not accepted. Mr Yang had not signed the required share transfer or written resignation, the Company constitution and Corporations Act 2001 (Cth) had not been complied with, and Mr Zhang lacked authority to lodge the Form 484 removing Mr Yang as director and shareholder. It was therefore appropriate to dismiss Mr Zhang's interlocutory application and grant declarations and rectification orders restoring the records to show Mr...

Jurisdiction
Australia
Judgment Date
16 June 2022
Procedural Posture
Corporations Proceeding Seeking Declarations and Rectification of ASIC and Company Registers / Final Judgment After Hearing
Outcome
Mr Yang's application was granted with modifications; Mr Zhang's interlocutory application was dismissed; costs were reserved for further submissions.
Legal Topics
['rectification of Company Register' 'rectification of ASIC Register' 'share Transfers' 'director Removal or Resignation' 'irregularities Under Corporations Act 2001 (cth) S 1322' 'company Register of Members']
['corporations Law'] ['rectification of Company Register' 'rectification of ASIC Register' 'share Transfers' 'director Removal or Resignation' 'irregularities Under Corporations Act 2001 (cth) S 1322' 'company Register of Members']

Case Brief

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Procedural Posture

Corporations Proceeding Seeking Declarations and Rectification of ASIC and Company Registers / Final Judgment After Hearing

Legal Issues

  1. 1 ['Whether there was an oral agreement that Mr Yang would transfer his shares and resign as director when the land was sold or the project completed.' "If such an agreement existed, whether relief should be granted under s 1322(4)(a) of the Corporations Act 2001 (Cth) declaring the transfer of Mr Yang's shares and his removal or resignation as director not invalid." 'Whether declarations and rectification orders should be made in favour of Mr Yang in relation to the Company register and ASIC registers.']

Ratio Decidendi

Mr Zhang failed to establish that any oral agreement existed by which Mr Yang agreed to transfer his shares or resign as director. The evidence of Mr Zhang and Mr He was unreliable, inconsistent, unsupported by contemporaneous documents, and in significant respects not accepted. Mr Yang had not signed the required share transfer or written resignation, the Company constitution and Corporations Act 2001 (Cth) had not been complied with, and Mr Zhang lacked authority to lodge the Form 484 removing Mr Yang as director and shareholder. It was therefore appropriate to dismiss Mr Zhang's interlocutory application and grant declarations and rectification orders restoring the records to show Mr...

Court Disposition

Mr Yang's application was granted with modifications; Mr Zhang's interlocutory application was dismissed; costs were reserved for further submissions.

Orders

  • ['Declared that the plaintiff has held 150 fully paid shares in the second defendant since 22 January 2007.' 'Declared that the plaintiff has been a director of the second defendant since 22 January 2007.' 'The interlocutory application accepted for filing on 13 April 2022 was dismissed.' 'If the second defendant...