Yue Family Investment Pty Ltd atf Yue Family Investment Trust v Yin [2023] NSWSC 641

Supreme Court New South Wales

Medium Neutral Citation: Yue Family Investment Pty Ltd atf Yue Family Investment Trust v Yin [2023] NSWSC 641 Hearing dates: 16 – 18 May 2023 Decision date: 15 June 2023 Jurisdiction: Equity - Real Property List Before: Peden J Decision: Plaintiff's Statement of Claim is dismissed with costs: see [120] Catchwords: CONTRACTS — Formation — Contracts requiring written evidence — Contracts for sale of land or interest in land — Contract for the sale of rural land in Queensland — Where evidence of contract included receipt indicating deposit and signature — Whether deposit actually paid — Whether contract actually signed by purchaser — Where evidence does not demonstrate contract in existence CONTRACTS — Formation — Intention to create legal relations — Requirement that parties have the requisite intention to be bound — Whether parties intended to be bound at the time of signing the contract — Whether subsequent conduct of parties is admissible of such intention — Where vendor in any event had no intention to enter legal relations CONTRACTS — Discharge by abandonment — Where date of settlement in dispute — Where passage of time provided evidence of abandonment — Where contract therefore abandoned before purchaser's demand for settlement CONTRACTS — Remedies — Specific performance — Whether the purchaser is ready, willing and able to perform — Where there was some evidence of third party financiers — Where evidence of financing did not demonstrate purchaser ready, willing and able EQUITY — Defences — Unclean hands and laches — Whether specific performance should be refused — Where no evidence of prejudice to vendor or third parties — Where the relevant impropriety was the purchaser's failure to obtain approval from the Foreign Investment Review Board — Where no evidence of whether approval was required Legislation Cited: Duties Act 2001 (Qld) ss 455, 491, ch 4 Foreign Acquisitions and Takeovers Regulation 2015 (Cth) reg 52 Foreign Investments and Takeovers Act 1975 (Cth) ss 43, 52 Cases Cited: Carantinos v Magafas [2008] NSWCA 304 Coulls v Bagot's Executor & Trustee Company Ltd (1967) 119 CLR 460 Darzi Group Pty Ltd v Nolde Pty Ltd (2019) 100 NSWLR 394 Dougan v Ley (1946) 71 CLR 142 Jeans v Cleary [2006] NSWSC 647 R v Doney [2001] NSWCCA 463 Rocky Point Holdings Pty Ltd v TEB Enterprises Pty Ltd [2023] QSC 20 Stellar Vision Operations Pty Ltd v Hills Health Solutions Pty Ltd [2023] NSWCA 102 Sze Tu v Lowe (2014) 89 NSWLR 317 Twigg v Twigg [2022] NSWCA 68 Woolworths Group Ltd v Gazcorp Pty Ltd [2022] NSWCA 19 Texts Cited: G J Tolhurst and E Peden, Furmston and Tolhurst on Contract Formation: Law and Practice (3rd ed, 2023, Oxford University Press) Category: Principal judgment Parties: Yue Family Investment Pty Ltd ATF Yue Family Investment Trust (Plaintiff) Kehui Yin (Defendant) Representation: Counsel: L Shipway and M Harker (17 – 18 May 2023) (Plaintiff) M Castle and J M McEnaney (Defendant)