Huang v Muse Beauty Salon Waterloo Pty Ltd (No 4); Muse Beauty Salon Waterloo Pty Ltd v Huang (No 4) [2022] NSWDC 106

Huang v Muse Beauty Salon Waterloo Pty Ltd (No 4); Muse Beauty Salon Waterloo Pty Ltd v Huang (No 4) [2022] NSWDC 106

No binding contract was formed between Ms Huang and the Xie interests for the acquisition of shares in Muse Waterloo; the $68,000 paid was objectively and expressly held to be a refundable deposit pending completion of a final written agreement and satisfactory due diligence, and must be repaid. The defendants failed to establish a change of position defence. The counterclaim for breach of contract fails due to absence of a concluded agreement. The misleading or deceptive conduct claim is made out in part. The claim in tort of injurious falsehood fails as malice and causation were not proved.

Jurisdiction
Australia
Judgment Date
07 April 2022
Procedural Posture
Civil / Final Judgment After Contested Trial
Outcome
Judgment for Ms Huang in her proceeding (2018/00117938); judgment for defendants (Ms Huang and Mr Nam) in the cross-claim (2018/00364820).
Legal Topics
['formation of Contract' 'refundable Deposit' 'misleading or Deceptive Conduct' 'unconscionability' 'restitution for Money Had and Received' 'change of Position Defence' 'tort of Injurious Falsehood' 'damages' 'masters V Cameron' 'australian Consumer Law']
['contract Law' 'restitution' 'consumer Law' 'tort Law'] ['formation of Contract' 'refundable Deposit' 'misleading or Deceptive Conduct' 'unconscionability' 'restitution for Money Had and Received' 'change of Position Defence' 'tort of Injurious Falsehood' 'damages' 'masters V Cameron' 'australian Consumer Law']

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Procedural Posture

Civil / Final Judgment After Contested Trial

Legal Issues

  1. 1 ['Whether a binding agreement was entered in respect of acquisition of shares in Muse Waterloo' 'Whether moneys paid by Ms Huang were refundable deposits or part payments under a contract' 'Whether the defendants were unjustly enriched' 'Whether misleading or deceptive conduct occurred under the Australian Consumer Law' 'Whether damages for breach of contract or in tort (injurious falsehood) are recoverable' 'Whether there was an anticipatory breach of contract']

Ratio Decidendi

No binding contract was formed between Ms Huang and the Xie interests for the acquisition of shares in Muse Waterloo; the $68,000 paid was objectively and expressly held to be a refundable deposit pending completion of a final written agreement and satisfactory due diligence, and must be repaid. The defendants failed to establish a change of position defence. The counterclaim for breach of contract fails due to absence of a concluded agreement. The misleading or deceptive conduct claim is made out in part. The claim in tort of injurious falsehood fails as malice and causation were not proved.

Court Disposition

Judgment for Ms Huang in her proceeding (2018/00117938); judgment for defendants (Ms Huang and Mr Nam) in the cross-claim (2018/00364820).

Orders

  • ['In matter 2018/00117938, judgment for the plaintiff against the defendants.' 'The parties are to bring in proposed short minutes of order within 7 days consistent with these reasons.' "In 2018/00117938, the defendants are to pay the plaintiff's costs of the proceedings as agreed or assessed." 'In matter...