Paycorp Payment Solutions Pty Ltd & Anor v Peter Singyin Chai & Anor (No 2) [2011] NSWSC 1400

Supreme Court New South Wales

Medium Neutral Citation: Paycorp Payment Solutions Pty Ltd & Anor v Peter Singyin Chai & Anor (No 2) [2011] NSWSC 1400 Hearing dates: 10, 14, 20 October 2011 Decision date: 22 November 2011 Jurisdiction: Equity Division - Commercial List Before: Brereton J Decision: Declare that pursuant to the share purchase agreement PCI Corp acquired all the shares in the first plaintiff upon the trusts contained in the Deed of Settlement dated 1 March 2010. Catchwords: CORPORATIONS - Whether second defendant acquired shares in first plaintiff as trustee of a trust the beneficiary and appointor of which was the controlling mind of the plaintiff companies - first defendant as director of second defendant said to have executed trust deed - first defendant disputes he executed trust deed - issues of fact and credit - where both protagonists unreliable, significant weight given to documentary record, source and application of funds, and commerciality - more probable explanation second defendant acquired shares as trustee of trust of which controlling mind of plaintiffs was beneficiary and appointor. TRUSTS - Whether second defendant validly and effectively replaced by second plaintiff as trustee of trust - controlling mind of plaintiff companies fabricates first defendant's resignation as director and purports to have second defendant resign as trustee - controlling mind of plaintiff companies not sole director and secretary and purported resignation ineffectual - pursuant to trust deed controlling mind of plaintiff as appointor had power to remove and replace trustee - instrument of replacement supportable by that power - second plaintiff validly and effectively appointed trustee. Legislation Cited: (CTH) Corporations Act 2000, s 1308 (NSW) Crimes Act 1900, s 253, s 254 Category: Principal judgment Parties: Paycorp Payment Solutions Pty Limited (first plaintiff) Calcom Enterprises Pty Limited (second plaintiff) Peter Singyin Chai (first defendant) PCI Corporation Pty Limited (second defendant) Representation: Counsel: G A Sirtes SC with J A Arnott (plaintiffs) B F Katekar (defendant) Solicitors: Whittens Lawyers & Consultants (plaintiffs) O'Neill Partners (defendants) File Number(s): 2011/74065