Patrick Wong and Anor v Willem Van Vlymen and Others [2018] NSWSC 312

Supreme Court New South Wales

Medium Neutral Citation: Patrick Wong and Anor v Willem Van Vlymen and Others [2018] NSWSC 312 Hearing dates: 26 February 2018 Decision date: 14 March 2018 Before: Sackar J Decision: See para [121] – motion dismissed Catchwords: PROCEDURE – liberty to apply – working out – effect of orders allowing liberty to apply – extent of arguments and pleadings to be raised under liberty to apply

CONTRACTS – interpretation – whether contract between parties allowed for sale of joint venture assets to fund purchase price – characterisation of sale of properties in joint venture as dividends or otherwise

CORPORATIONS – company – Solomon Islands and Cook Islands company law – financial assistance by company to acquire its shares – whether applicant could draw on assets of joint venture companies to pay purchase price of shares Legislation Cited: Companies Act 1955 (New Zealand) Companies Act 1970-1971 (Cook Islands) Companies Act 2009 (Solomon Islands) Cases Cited: Australian Hardboards Ltd v Hudson Investment Group Ltd [2007] NSWCA 104 Boutros v Nationwide Capital Pty Ltd [2013] NSWCA 246 Deborah Raulfs v Fishy Bite Pty Limited (No 3) [2013] NSWSC 1732 Glover v Willert [1996] QCA 132 Haque v Haque (No 2) (1965) 114 CLR 98 J Sainsbury PLC v O'Connor [1991] 1 WLR 963 Katter v Melhem [2015] NSWCA 213 Kelly v The Public Trustee [2007] NSWSC 1485 Wong v Van Vlymen [2016] NSWSC 161 Category: Principal judgment Parties: Patrick Wong (first plaintiff) Overseas Shipping Trading and Investment Pty Limited (Cook Islands company number 3421/1998) (second plaintiff) Willem Van Vlymen (first defendant/applicant on motion) Magriet Van Vlymen (second defendant) Pacific Investment Holdings Pty Ltd (third defendant) Orbis Investment Ltd (Cook Islands company number 3749/2000) (fourth defendant) Pacific Investment Ltd (Cook Islands company number 3749/2000) (fifth defendant) Representation: Counsel: R Newlinds SC, D Barnett, Ms P Abdiel (plaintiffs) N Hutley SC, S Burchett (defendants)