Jin Niu Investments Pty Ltd v Wang (No 2) [2020] NSWSC 649

Supreme Court New South Wales

Medium Neutral Citation: Jin Niu Investments Pty Ltd v Wang (No 2) [2020] NSWSC 649 Hearing dates: 25 and 26 November 2019 Date of orders: 29 May 2020 Decision date: 29 May 2020 Before: Henry J Decision: See paragraph [302] Catchwords: CORPORATIONS – Directors duties – duty to act in good faith and not improperly use position to gain advantage – where directors made cash payments to themselves without authorisation – where expenses unreasonably incurred – breach of statutory obligations owed to company

EQUITY – Fiduciary duties – Directors – duty to not take profits or pursue advantage from company for themselves – misappropriation of company funds – breach of fiduciary obligations owed to company – directors liable to account – knowing assistance in a dishonest breach of fiduciary duty – declarations and equitable compensation ordered

EQUITY – Fiduciary duties – Joint Ventures – fiduciary duty established – duty to not promote personal interests in relation to affairs of joint venture in conflict with other joint venture partner – where agreed 90/5/5 division in the equity of the joint venture – where two parties established other entities to be used in the joint venture business without consent and issued shares and allocated units in those entities in different proportions – position of conflict – dishonest breaches of fiduciary duty established – knowing assistance by third parties – shares and units held on trust and fiduciaries and third parties liable to account for interests

EQUITY – Trust and trustees – Quistclose trusts – funds advanced to joint venture company to be used for joint venture business – where funds advanced as working capital – no express intention create a trust – Quistclose trust not established