In the matter of Hoju Jobs Pty Ltd [2021] NSWSC 302

In the matter of Hoju Jobs Pty Ltd [2021] NSWSC 302

The contract was between Mr Kim and Mr Goo, not Hoju Australia; $300,000 was a deposit for Mr Kim's promised investment and, as the investment did not occur and shares were forfeited, Mr Goo is obligated to repay $300,000 and Mr Kim to relinquish G Class shares. Specific performance was ordered against Mr Goo for repayment and share transfer, but not for declaratory relief. The alleged June 2017 oral contract was not accepted as proven.

Parties
Plaintiff: Jay Koo Kim; First Defendant: Hoju Jobs Pty Ltd CAN 612 771 945; Second Defendant: Yongseoki Choi; Third Defendant: Jin Seoung Goo
Jurisdiction
Australia
Judgment Date
26 March 2021
Procedural Posture
Principal Judgment / Final Judgment
Outcome
Declaration sought denied; specific performance ordered (subject to short minutes of order); direct parties to prepare minutes.
Legal Topics
Oral Contract Formation, Specific Performance, Share Transfer, Escrow Agreements, Remedies for Breach, Company Shareholding
Contracts Corporations Oral Contract Formation Specific Performance Share Transfer Escrow Agreements Remedies for Breach Company Shareholding

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Parties

Jay Koo Kim

Plaintiff

Hoju Jobs Pty Ltd CAN 612 771 945

First Defendant

Yongseoki Choi

Second Defendant

Jin Seoung Goo

Third Defendant

Procedural Posture

Principal Judgment / Final Judgment

Legal Issues

  1. 1 Whether a binding oral contract existed between Mr Kim and Mr Goo (or Hoju Australia) regarding investment and shareholding in Hoju Australia and Hoju Korea
  2. 2 What are the enforceable terms of the oral contract
  3. 3 Whether Mr Kim is entitled to repayment of $300,000 if investment conditions were not met

Ratio Decidendi

The contract was between Mr Kim and Mr Goo, not Hoju Australia; $300,000 was a deposit for Mr Kim's promised investment and, as the investment did not occur and shares were forfeited, Mr Goo is obligated to repay $300,000 and Mr Kim to relinquish G Class shares. Specific performance was ordered against Mr Goo for repayment and share transfer, but not for declaratory relief. The alleged June 2017 oral contract was not accepted as proven.

Court Disposition

Declaration sought denied; specific performance ordered (subject to short minutes of order); direct parties to prepare minutes.

Orders

  • Direct the parties to prepare short minutes of order giving effect to these reasons.
  • Order for specific performance against third defendant: plaintiff to execute transfer of G Class shares to third defendant or nominee within 14 days; third defendant to pay plaintiff $300,000 within 14 days; exchange of executed instruments and payment to occur simultaneously.