Tse v Ngo [2025] NSWSC 117

Tse v Ngo [2025] NSWSC 117

The plaintiffs and defendant were in partnership from April 2013 to April 2023, importing and selling car accessories in Australia, as evidenced by a signed cooperation contract, mutual investment, shared benefits, business conduct, and mutual confidence. The Chester Hill warehouse, procured and paid for from partnership funds and used for business, was partnership property despite legal title in the defendant's name. The defendant breached fiduciary duty by not disclosing his ownership and must account to the partnership for the proceeds; a constructive trust is imposed over the sale proceeds. The trustee in bankruptcy of the defendant holds proceeds on trust for the partnership, subject...

Parties
First Plaintiff: Gordon Tse; Second Plaintiff: Tiehong Chen; Defendant: Viet Ngo
Jurisdiction
Australia
Judgment Date
28 February 2025
Procedural Posture
Civil Equity Expedition List / Principal Judgment
Outcome
Declarations made as to existence and dissolution of partnership, partnership assets, and imposition of constructive trust. Costs awarded to plaintiffs.
Legal Topics
Existence of Partnership, Constructive Trust, Fiduciary Duties, Partnership Assets, E Commerce Business Disputes
Equity Partnerships and Joint Ventures Existence of Partnership Constructive Trust Fiduciary Duties Partnership Assets E Commerce Business Disputes

Case Brief

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Parties

Gordon Tse

First Plaintiff

Tiehong Chen

Second Plaintiff

Viet Ngo

Defendant

Procedural Posture

Civil Equity Expedition List / Principal Judgment

Legal Issues

  1. 1 Whether there existed a partnership, joint venture or agency between the plaintiffs and defendant
  2. 2 Whether the warehouse was partnership property and subject to a constructive trust
  3. 3 Whether the defendant breached fiduciary duties by acquiring the warehouse and failing to disclose ownership

Ratio Decidendi

The plaintiffs and defendant were in partnership from April 2013 to April 2023, importing and selling car accessories in Australia, as evidenced by a signed cooperation contract, mutual investment, shared benefits, business conduct, and mutual confidence. The Chester Hill warehouse, procured and paid for from partnership funds and used for business, was partnership property despite legal title in the defendant's name. The defendant breached fiduciary duty by not disclosing his ownership and must account to the partnership for the proceeds; a constructive trust is imposed over the sale proceeds. The trustee in bankruptcy of the defendant holds proceeds on trust for the partnership, subject...

Court Disposition

Declarations made as to existence and dissolution of partnership, partnership assets, and imposition of constructive trust. Costs awarded to plaintiffs.

Orders

  • Declare existence of partnership between plaintiffs and defendant from April 2013 to April 2023 to import and sell car accessories via e-commerce.
  • Declare warehouse at Unit 5, 115-117 Orchard Road, Chester Hill is partnership property, as are its proceeds of sale.