Liang Zhen Lin v BHW Capital Pty Ltd

In this case, the plaintiff, Liang Zhen Lin, sought an order for specific performance of a contract for the sale of shares against BHW Capital Pty Ltd. The dispute arose out of a contract for the sale of shares between the plaintiff and the defendant. The plaintiff sought specific performance of the contract, arguing that time was not of the essence and that the defendant was in breach. The defendant argued that time was of the essence, and that the plaintiff's failure to pay part of the purchase price constituted a breach of an essential term, allowing the defendant to terminate the contract. The court was required to determine whether time was of the essence, whether the plaintiff's failure to pay constituted a breach of an essential term, and what remedy, if any, was available to the plaintiff.

The court held that time was of the essence of the contract, but that the plaintiff's failure to pay did not constitute a breach of an essential term because the plaintiff was not at fault. The court found that the plaintiff's election to continue with the contract was an election to affirm it, and that the plaintiff could not subsequently terminate the contract for breach. The court also found that the defendant's removal of a director was not a fraud on the power, and that the defendant was not estopped from enforcing the contract. The court held that the appropriate remedy was specific performance, but that this was conditional on the plaintiff paying interest on the purchase price outstanding. The court ordered specific performance, but deferred the question of interest until a later date.

The court found that the defendant had already sold some of the shares to a third party, but that this did not prevent the court from granting specific performance. The court held that the plaintiff's late payment of part of the purchase price did not deprive the court of jurisdiction to grant specific performance, but that the plaintiff's equity required that interest be paid on the outstanding purchase price. The court ordered specific performance, but deferred the question of interest until a later date. The court also ordered the defendant to account for the proceeds of the sale of some of the shares to the third party, and to pay the plaintiff's costs of the proceeding.