Zheng v Sui [2010] NSWSC 687

The plaintiff's evidence was accepted over that of Mr Sui and Ms Yang. Ms Yang had admitted that the share agreements required repayment of $216,666 at the end of May 2010, and no impediment to that obligation was established. The plaintiff did not repudiate the agreements by seeking repayment, and the alleged threats, sham and clean-hands arguments did not justify withholding relief. Upon re-transfer of the plaintiff's Class A shares, Ms Yang was liable to repay $216,666. Mr Sui's written guarantee was enforceable, and his objections based on authorship, the plaintiff's failure to inquire into his assets and unpleaded illegality under the Migration Act did not defeat liability for...

Jurisdiction: Australia
Judgment Date: 18 June 2010
Procedural Posture: Equity Division Proceedings Concerning Repayment Under Share Agreements, Contracts Review Act Relief, Unconscionability and Guarantee / Principal Judgment After Hearing
Outcome: Judgment for the plaintiff against the third defendant for $216,666 upon provision of executed share transfers and share certificates, with contingent judgment against the first defendant for $200,000 if the third defendant fails to pay; plaintiff awarded indemnity costs against the first and third defendants.
Legal Topics: ['share Agreements' 'repudiation' 'guarantee' 'contracts Review Act 1980 (nsw)' 'unjust Contracts' 'clean Hands' 'sham Transactions' 'migration Agent Conflict of Interest']

['contract Law' 'equity' 'migration Agents Regulation'] ['share Agreements' 'repudiation' 'guarantee' 'contracts Review Act 1980 (nsw)' 'unjust Contracts' 'clean Hands' 'sham Transactions' 'migration Agent Conflict of Interest']

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Procedural Posture

Equity Division Proceedings Concerning Repayment Under Share Agreements, Contracts Review Act Relief, Unconscionability and Guarantee / Principal Judgment After Hearing

Legal Issues

1 ["Whether the third defendant was obliged under the share agreements to repay $216,666 to the plaintiff upon re-transfer of the plaintiff's shares in Vision Investments Holding Pty Limited." 'Whether the plaintiff had repudiated the share agreements by demanding return of his money or making threats.' 'Whether relief should be refused because the plaintiff lacked clean hands or because the share agreements were alleged to be a sham designed to mislead visa authorities.' 'Whether the first defendant was liable under his written guarantee to pay $200,000 if the third defendant did not repay that amount.' 'Whether, if necessary, the share agreements should be set aside under the Contracts Review Act 1980 (NSW).']

Ratio Decidendi

Court Disposition

Judgment for the plaintiff against the third defendant for $216,666 upon provision of executed share transfers and share certificates, with contingent judgment against the first defendant for $200,000 if the third defendant fails to pay; plaintiff awarded indemnity costs against the first and third defendants.

Orders

["Declare that upon provision by the plaintiff of the executed share transfers of all of the plaintiff's shares in the fourth defendant, together with all of his share certificates issued by the fourth defendant, to the solicitor for the third defendant, the third defendant is to pay to the plaintiff the sum of...