ACE Project Group Pty Limited & Anor v Ginger Development Enterprises Pty Limited & (2) Ors [2005] NSWSC 1379

New South Wales Supreme Court

CITATION : ACE Project Group Pty Limited & Anor v Ginger Development Enterprises Pty Limited & (2) Ors [2005] NSWSC 1379

HEARING DATE(S) : 6 October 2005 & 7 October 2005

JUDGMENT DATE : 7 October 2005

JURISDICTION : EQUITY DIVISION

JUDGMENT OF : Lloyd AJ

CATCHWORDS : CONTRACT: - construction - partnership/joint venture agreement - rights and duties of the parties

LEGISLATION CITED : Uniform Civil Procedure Rules 2005 Pt 28 r 2

ACE Project Group Pty Limited - First Plaintiff ACN 082 232 479 Shan Ruan - Second Plaintiff

PARTIES : Ginger Development Enterprises Pty Limited - First Defendant ACN 074 997 792 Yau Fong Yuen - Second Defendant Yuk Mui Kum - Third Defendant

FILE NUMBER(S) : SC 5702 of 2002

Mr J B Whittle SC and Ms J E Stuckey-Clarke (barrister) - Plaintiffs COUNSEL : Mr A J L Ogborne (barrister) - Defendants

Raymond Lee & Co - Plaintiffs SOLICITORS : Dennis Wong & Co - Defendants

LOWER COURT JURISDICTION :

- 7 - IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION

Lloyd AJ

Friday, 7 October 2005

5702/02 ACE PROJECT GROUP PTY LIMITED & ANOR v GINGER DEVELOPMENT ENTERPRISES PTY LIMITED

EX TEMPORE JUDGMENT

1 HIS HONOUR: The parties have asked the Court for the determination of five separate questions which arise in these proceedings. I think it is appropriate that I make a formal order under Pt 28 r 2 of the Uniform Civil Procedure Rules 2005 that those questions be determined separately from any other question. This is because the question of the precise amounts due or payable by one party to the other are not able to be resolved at this stage. I observe that the parties have approached the whole issue in a sensible way and the answer to these questions will assist, it is hoped, in the final resolution of the proceedings. 2 The questions for determination raise the respective rights and obligations of the parties arising under an agreement, or perhaps a series of agreements, in a property development venture involving two properties, one in Arden St, Clovelly, and the other in Crown St, Surry Hills. Three documents are said to evidence the parties' agreement. 3 The first is described as minutes of a meeting of the first defendant, Ginger Development Enterprises Pty Limited, held on 3 April 1998 at 10:00 am at the office of an accountant, Ka Lung Wu CPA. Those minutes are signed by the second plaintiff, Shan Ruan, who effectively controls the first plaintiff, Ace Project Group Pty Limited. They are also signed by the second defendant, Yau Fong Yuen, and his wife, Yuk Mui Kum, also known as Mrs Yuen. Both of the latter persons effectively control Ginger Development Enterprises Pty Limited. This document may be described as annexure "F" to the affidavit of Yau Fong Yuen sworn 18 March 2004. 4 The second document is minutes of a meeting between the parties on the same afternoon of the same day and this document is annexure "G" to the same affidavit. 5 The third document is said to be the minutes of a meeting between Yau Fong Yuen, Yuk Mui Kum and Shan Ruan at Sydney International Airport on 5 April 1998. This document is annexure "H "to the same affidavit. 6 The documents are written in Chinese - I assume it is Cantonese - and for convenience I incorporate into this judgment the English translation of each of the three documents. [Annexure "F"] GINGER DEVELOPMENT ENTERPRISE PTY. LTD. Minutes of Meeting. Date: April 3, 1998 at 10 o'clock. Present at Meeting: Yau Fong Yuen, Yuk Mui Kum, Shan Ruan, Ka Lung Wu. Location: The Office of tile Accountant, Ka Lung Wu CPA.