Chou v Awap Sgt 26 Investment Ltd [No 3]

The dispute between Chou and Awap Sgt 26 Investment Ltd revolves around the validity and enforceability of an alleged oral contract. The matter was heard in the Federal Court of Australia. The plaintiff, Chou, contended that an oral contract existed between the parties, which was entered into with mutual consent and later enforced by the High Court of Singapore. The defendant, Awap, argued that the contract alleged in the Singapore proceedings differed materially from that pleaded in the current proceedings, and that it was an abuse of process for the plaintiffs to deny the existence of the contract.

The central legal issues before the court included whether the differences between the contracts in the foreign and local proceedings were material and whether it was an abuse of process for the plaintiffs to deny the existence of the oral contract in these proceedings. Additionally, the court had to determine the proper construction of the oral agreement and whether it was unconscionable for the company to retain the purchase price paid by the plaintiff after the share issue was cancelled.

The court found that the differences between the contracts in the foreign and local proceedings were not material and that it was not an abuse of process for the plaintiffs to deny the existence of the oral contract in these proceedings. The court held that the construction of the oral agreement turned on its own facts, and that the company was not unconscionable in retaining the purchase price after the share issue was cancelled. The court further determined that the appointment of the property manager was validly made, despite the absence of a formal meeting of directors, as the appointment was documented and acted on by the company.

The court ordered that the defendant, Awap, was not liable to the plaintiff for the sum claimed in relation to the alleged oral contract. Additionally, the court held that the company was not required to account for the purchase price paid by the plaintiff, as the failure of consideration did not render the retention of the purchase price unconscionable. The court's decision effectively dismissed the plaintiff's claims against the defendant.