Nature’s Care Holdings Pty Ltd v Chen (No 2) [2024] NSWSC 107

Supreme Court New South Wales

Medium Neutral Citation: Nature's Care Holdings Pty Ltd v Chen (No 2) [2024] NSWSC 107 Hearing dates: 5-7 February 2024 Decision date: 15 February 2024 Jurisdiction: Equity - Commercial List Before: Stevenson J Decision: Application to extend interlocutory injunction refused Catchwords: CIVIL PROCEDURE – interlocutory injunctions – corporate group presently in default under Syndicated Facility Agreement – where minority shareholders acquired at par the rights of lenders under Syndicated Facility Agreement – where such acquisition said to be in breach by directors of their fiduciary duties to the corporate group members – where interlocutory orders made by vacation duty judge restraining exercise of acquired rights – whether serious question to be tried whether that injunction should be continued – where balance of convenience lies Legislation Cited: Corporations Act 2001 (Cth) Cases Cited: Australian Broadcasting Corporation v Lenah Game Meats Pty Ltd (2001) 208 CLR 199; [2001] HCA 63 Australian Broadcasting Corporation v O'Neill (2006) 227 CLR 57; [2006] HCA 46 Beecham Group Ltd v Bristol Laboratories Pty Ltd (1968) 118 CLR 618; [1968] HCA 1 Breen v Williams (1996) 186 CLR 71; [1996] HCA 57 Diakovasili v Order of AHEPA NSW Incorporated [2023] NSWSC 1282 Donnelly v Amalgamated Television Services Pty Ltd (1998) 45 NSWLR 570; [1998] NSWSC 509 Forsyth v Blundell (1973) 129 CLR 477; [1973] HCA 20 French v Chapple [2001] NSWSC 574 Goater v Commonwealth Bank of Australia [2014] NSWCA 265 Goulston v Sundell as executor of the estate of the late Sundell [2024] NSWSC 12 Inglis v Commonwealth Trading Bank of Australia (1972) 126 CLR 161; [1972] HCA 74 Kennedy v De Trafford [1897] AC 180 Kriketos v Eisman [2007] NSWSC 1038 McCarty v The Council of the Municipality of North Sydney (1918) 18 SR (NSW) 210; (1918) 35 WN (NSW) 85 Nature's Care Holdings Pty Ltd v Chen [2024] NSWSC 14 Pendlebury v Colonial Mutual Life Assurance Society Ltd (1912) 13 CLR 676; [1912] HCA 9 Westpac Banking Corporation v Bell Group Ltd (in liq) (No 3) (2012) 44 WAR 1; [2012] WASCA 157 Texts Cited: JD Heydon, MJ Leeming and PG Turner, Meagher, Gummow & Lehane's Equity: Doctrines & Remedies (5th ed, 2014, LexisNexis Butterworths) Category: Procedural rulings Parties: Nature's Care Holdings Pty Limited (First Plaintiff) Nature's Care Group Pty Limited (Second Plaintiff) AJ & Son Investment Pty Limited (Third Plaintiff) Nature's Care Manufacture Pty Limited (Fourth Plaintiff) Nature's Care Global Franchising Pty Limited (Fifth Plaintiff) Australia Nature's Care Biotech Co. Ltd (Sixth Plaintiff) Jina Chen (First Defendant) Michael Wu (Second Defendant) AS Investment Vehicle Pty Limited (Third Defendant) Representation: Counsel: C S Ward SC with I J King (Plaintiffs) A Horvath SC with P Afshar and R K Jameson (First and Second Defendants) D L Williams SC with N D Riordan (Third Defendant)