Nassif v Sun [2021] NSWSC 990

Supreme Court New South Wales

Medium Neutral Citation: Nassif v Sun [2021] NSWSC 990 Hearing dates: 10, 11, 12, 13, 14 May 2021 Date of orders: 9 August 2021 Decision date: 09 August 2021 Jurisdiction: Equity Before: Parker J Decision: See [189]-[191] Catchwords: EQUITY – equitable remedies – rescission in aid of rights at law – equitable compensation – proprietary company – shareholders' agreement with procedure for compulsory acquisition on default – director of company executes transfer purportedly on plaintiff's behalf – compulsory acquisition procedure not properly followed – transfer executed without authority but registered – whether defendant had separate specifically enforceable entitlement to transfer of the shares – requirements for doing equity and restitutio in integrum – laches – value of shares for the purposes of equitable compensation PROCEDURE – standing to bring proceedings – alleged prior assignment of plaintiffs' rights to a third party – requirements for valid assignment at law and in equity – whether proceedings defeated by misjoinder or non-joinder Legislation Cited: Conveyancing Act 1919 (NSW), s 12 Uniform Civil Procedure Rules 2005 (NSW), r 6.23 Cases Cited: Akierman Holdings Pty Ltd v Akerman (No 2) [2020] NSWSC 970 Alati v Kruger (1955) 94 CLR 216 Crawley v Short [2009] NSWCA 410 Greater Pacific Investments Pty Ltd v Australian National Industries Ltd (1996) 39 NSWLR 143 Nelson v Nelson (1995) 184 CLR 538 Redman v Permanent Trustee Co of NSW Ltd (1916) 22 CLR 84 Texts Cited: Heydon, J D, M J Leeming and P G Turner, Meagher, Gummow and Lehane's Equity Doctrines and Remedies (5th ed, 2015, LexisNexis Butterworths) Category: Principal judgment Parties: Steve Nassif (First Plaintiff) Macquarie Units Pty Limited (Second Plaintiff) MC 0380 Pty Limited (Third Plaintiff) Jianwei Sun (First Defendant) Sunchen Pty Limited (Second Defendant) Sunshine Group Australia Pty Limited (Fourth Defendant) Representation: Counsel: N Kirby (Plaintiffs) N Kidd SC (First, Second, Fourth Defendants)