Meng v Wang [2022] NSWSC 833

Meng v Wang [2022] NSWSC 833

The agreement obliged Ms Wang to purchase Ms Meng’s shares, not merely gave her an option. However, Ms Meng was not entitled to specific performance because she and her husband removed business property to pressure Ms Wang to pay before time for payment had arrived, amounting to unclean hands. Accordingly, specific performance was refused and Ms Meng was remitted to a claim at law for the purchase price/damages. The cross-claim for sale/division of property proceeds under s 66G of the Conveyancing Act 1919, but not by sale to a third party pending the determination of damages.

Jurisdiction
Australia
Judgment Date
23 June 2022
Procedural Posture
Equity Specific Performance / Post Hearing Judgment With Orders; Application for Specific Performance Dismissed, Further Directions for Damages Claim and Cross Claim
Outcome
Application for specific performance dismissed; plaintiff remitted to claim at law for damages; cross-claim for property proceeds to continue; costs reserved.
Legal Topics
['specific Performance' 'share Sale Agreement' 'unclean Hands' 'reasonable Time for Completion' 'damages' 'costs' 'appointment of Trustees for Sale (s 66 G Conveyancing Act 1919)']
['equity'] ['specific Performance' 'share Sale Agreement' 'unclean Hands' 'reasonable Time for Completion' 'damages' 'costs' 'appointment of Trustees for Sale (s 66 G Conveyancing Act 1919)']

Case Brief

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Procedural Posture

Equity Specific Performance / Post Hearing Judgment With Orders; Application for Specific Performance Dismissed, Further Directions for Damages Claim and Cross Claim

Legal Issues

  1. 1 ["Whether Ms Wang was obliged to purchase Ms Meng's shares or merely had an option" 'Whether purchase price was to be paid within a reasonable time and when that time expired' "Whether Ms Meng's conduct disentitled her to equitable relief under the unclean hands doctrine" 'Appropriate relief in lieu of specific performance']

Ratio Decidendi

The agreement obliged Ms Wang to purchase Ms Meng’s shares, not merely gave her an option. However, Ms Meng was not entitled to specific performance because she and her husband removed business property to pressure Ms Wang to pay before time for payment had arrived, amounting to unclean hands. Accordingly, specific performance was refused and Ms Meng was remitted to a claim at law for the purchase price/damages. The cross-claim for sale/division of property proceeds under s 66G of the Conveyancing Act 1919, but not by sale to a third party pending the determination of damages.

Court Disposition

Application for specific performance dismissed; plaintiff remitted to claim at law for damages; cross-claim for property proceeds to continue; costs reserved.

Orders

  • ['Claims for relief in paragraphs 2 to 6 of the Further Amended Statement of Claim dismissed.' 'Balance of proceedings adjourned for directions.' 'Costs of proceedings up to 12 May 2022 reserved.']