TANG v BONGREEN [2003] NSWSC 824

TANG v BONGREEN [2003] NSWSC 824

The plaintiff is a valid shareholder and entitled to rights under s 249D and s 249E. No evidence of a sham transaction or binding agreement to refrain from participating in management was established. Injunctive relief or extension under s 1322(4)(d) would unjustly deprive plaintiff of her accrued rights and disturb the status quo, thus must be refused.

Parties
Plaintiff: Sau-Ying Tang; Defendant: Bongreen Pty Ltd; Defendant: Tom (Shao Tang) Liu; Defendant: Xiao Ming Liu
Jurisdiction
Australia
Judgment Date
10 September 2003
Procedural Posture
Corporations Law, Equity Proceedings / Interlocutory Application – Judgment on Application for Injunctive Relief and Relief Under S 1322(4)(d) of the Corporations Act
Outcome
Originating process dismissed; costs order against second and third defendants.
Legal Topics
Shareholder Rights, Injunctions, General Meetings, Sham Transactions, Clean Hands Doctrine, Corporations Act Powers
Corporations Equity Shareholder Rights Injunctions General Meetings Sham Transactions Clean Hands Doctrine Corporations Act Powers

Case Brief

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Parties

Sau-Ying Tang

Plaintiff

Bongreen Pty Ltd

Defendant

Tom (Shao Tang) Liu

Defendant

Xiao Ming Liu

Defendant

Procedural Posture

Corporations Law, Equity Proceedings / Interlocutory Application – Judgment on Application for Injunctive Relief and Relief Under S 1322(4)(d) of the Corporations Act

Legal Issues

  1. 1 Whether plaintiff’s shareholding is a sham and can be impeached
  2. 2 Whether restraint sought would preserve the status quo
  3. 3 Effect of applicants’ complicity in alleged sham on clean hands

Ratio Decidendi

The plaintiff is a valid shareholder and entitled to rights under s 249D and s 249E. No evidence of a sham transaction or binding agreement to refrain from participating in management was established. Injunctive relief or extension under s 1322(4)(d) would unjustly deprive plaintiff of her accrued rights and disturb the status quo, thus must be refused.

Court Disposition

Originating process dismissed; costs order against second and third defendants.

Orders

  • Order that the originating process filed 8 August 2003 be dismissed.
  • Order the second and third defendants to pay the plaintiff's costs of that originating process.