Tai Star 01 Pty Ltd v Linyang Holdings Pty Ltd [2023] NSWSC 1254

Tai Star 01 Pty Ltd v Linyang Holdings Pty Ltd [2023] NSWSC 1254

The proposed amended defence had no substance insofar as it alleged invalidity of the Sales Agreement for lack of witnesses, want of consideration for the uplift or guarantee, and unconscionability, because s 127 answered the witnessing point, the defendants obtained consideration through securing the plaintiff's exit from the development and through the principal transaction, and no facts were pleaded to establish special disadvantage or exploitation. However, summary judgment was not appropriate on duress because Mr Lin's allegations about Mr Cheng's conduct were not answered by evidence, and despite scepticism the duress issue should be litigated. The existing defences were therefore...

Jurisdiction
Australia
Judgment Date
25 October 2023
Procedural Posture
Equity Proceedings Concerning Monies Allegedly Owing Under a Purchase of Unit Agreement, With Notices of Motion for Summary Judgment or Strike Out and for Leave to File an Amended Defence / Interlocutory Notices of Motion
Outcome
The plaintiff's strike-out application succeeded in part and summary judgment was not granted; the defendants were refused leave to file their proposed amended defence in its annexed form but were granted limited leave to file an amended defence confined to duress, and were ordered to pay the plaintiff's costs of...
Legal Topics
['summary Judgment' 'strike Out of Defence' 'leave to Amend Defence' 'duress' 'consideration' 'unconscionable Conduct' 'corporate Execution of Deeds' 'guarantee']
['equity' 'civil Procedure' 'contract Law'] ['summary Judgment' 'strike Out of Defence' 'leave to Amend Defence' 'duress' 'consideration' 'unconscionable Conduct' 'corporate Execution of Deeds' 'guarantee']

Case Brief

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Procedural Posture

Equity Proceedings Concerning Monies Allegedly Owing Under a Purchase of Unit Agreement, With Notices of Motion for Summary Judgment or Strike Out and for Leave to File an Amended Defence / Interlocutory Notices of Motion

Legal Issues

  1. 1 ['Whether the defences filed on 14 August 2023 and 4 September 2023 should be struck out or summary judgment entered against the defendants.' 'Whether the defendants should have leave to file an amended defence raising absence of witnessing, want of consideration, unconscionability and duress.' 'Whether s 127 of the Corporations Act 2001 (Cth) answered the contention that the Sales Agreement was void as a deed because signatures had not been witnessed.' "Whether there was consideration for the $400,000 uplift in the Purchase Agreement and for the second defendant's guarantee." 'Whether the proposed unconscionability pleading disclosed facts capable of establishing the allegation.' "Whether allegations of duress concerning Mr Cheng's conduct should be permitted to go to trial."]

Ratio Decidendi

The proposed amended defence had no substance insofar as it alleged invalidity of the Sales Agreement for lack of witnesses, want of consideration for the uplift or guarantee, and unconscionability, because s 127 answered the witnessing point, the defendants obtained consideration through securing the plaintiff's exit from the development and through the principal transaction, and no facts were pleaded to establish special disadvantage or exploitation. However, summary judgment was not appropriate on duress because Mr Lin's allegations about Mr Cheng's conduct were not answered by evidence, and despite scepticism the duress issue should be litigated. The existing defences were therefore...

Court Disposition

The plaintiff's strike-out application succeeded in part and summary judgment was not granted; the defendants were refused leave to file their proposed amended defence in its annexed form but were granted limited leave to file an amended defence confined to duress, and were ordered to pay the plaintiff's costs of...

Orders

  • ["On the plaintiff's notice of motion filed on 4 September 2023, the defences filed on 14 August 2023 and 4 September 2023 are struck out." "On the defendants' notice of motion filed on 11 September 2023, the defendants are not permitted to file an amended defence in the form annexed to the affidavit of Mr June Lih...