Liang Zhen Lin v BHW Capital Pty Ltd & Anor [2013] NSWSC 1786

Supreme Court New South Wales

Medium Neutral Citation: Liang Zhen Lin v BHW Capital Pty Ltd & Anor [2013] NSWSC 1786 Hearing dates: 13 and 14 November 2013 Decision date: 05 December 2013 Before: White J Decision: Refer to paragraph [98] of judgment. Catchwords: CONTRACTS - specific performance - whether time of the essence - contract for sale of shares where time originally of the essence - when party not at fault can lose right to terminate for breach of an essential term - election to continue - appropriate remedy when some of property the subject of suit for specific performance already sold to a third party without notice - plaintiff seeking specific performance late in payment of part of purchase price - specific performance conditional on plaintiff doing equity by paying interest on purchase price outstanding CORPORATIONS - directors - removal of director by shareholders - whether exercise of power to remove director was fraud on the power Legislation Cited: Corporations Act 2001 (Cth) Cases Cited: Mehmet v Benson (1965) 113 CLR 295 Sunstar Fruit Pty Ltd v Cosmo [1995] 2 Qd R 214 Sargent v ASL Developments Ltd (1974) 131 CLR 634 Immer (No. 145) Pty Ltd v Uniting Church in Australia Property Trust (NSW) (1993) 182 CLR 26 Peters' American Delicacy Co Ltd v Heath (1939) 61 CLR 457 Texts Cited: Cheshire and Fifoot's Law of Contract, 8th Australian ed Ford's Principles of Corporations Law, LexisNexis Category: Principal judgment Parties: Liang (Jally) Zhen Lin (1st Plaintiff) Ben Zheng Lin (2nd Plaintiff) BHW Capital Pty Ltd (1st Defendant) Shane Irwin (2nd Defendant) Representation: Counsel: G Blank (Plaintiffs) H Altan (Defendants) Solicitors: Spectrum Legal Group (Plaintiffs) Willis & Bowring (Defendants) File Number(s): 2013/165879