Meng v Wang (No 2) - [2023] NSWSC 260

Supreme Court

New South Wales

Medium Neutral Citation: Meng v Wang (No 2) [2023] NSWSC 260
Hearing dates: 16 March 2023
Date of orders: 16 March 2023
Decision date: 16 March 2023
Jurisdiction: Equity
Before: Parker J
Decision:
See [35]

Catchwords:
CONTRACTS – performance – time of performance – performance within reasonable time – where argued that reasonable time extended by later events and circumstances – where reasonable time expired and extension relevant only to prejudgment interest

Cases Cited:
Meng v Wang [2022] NSWSC 833

Category: Principal judgment
Parties: Zihui Meng (Plaintiff)
Binbin Wang (Defendant)
Representation:
Counsel:
J Mee (Plaintiff)
N Kabilafkas (Defendant)
Solicitor:
Jurisbridge Legal (Plaintiff)
Juris Cor Legal (Defendant)

File Number(s): 2020/213480
Publication restriction: Nil

JUDGMENT- Ex Tempore

Revised from transcript; issued 24 March 2023

This is the second substantive hearing in these proceedings. In May last year, I made orders dismissing the plaintiff's claim for specific performance. I delivered reasons for those orders in June: Meng v Wang [2022] NSWSC 833. The background to the proceedings is set out in my earlier judgment,^[1] paragraphs of which will be referred to in this judgment by using "J1".
1. See J1 [1]-[54]. The parties are former business partners. They conducted a business, “Comfortzone”, which involved the provision of skin and beauty treatment services. The business was originally operated out of two companies in which the parties held shares. In 2017, the financial operations were combined in one of the companies, known as the “spa company”: see J1 [23]. The business operated from two shopfront premises – one in Ultimo (or perhaps Haymarket), and the other in Dixon Street in Chinatown. The Dixon Street shop was co-owned by the parties.
Having failed in her claim for specific performance of the share sale agreement,^[2] the plaintiff, Ms Meng, now seeks judgment for debt. The claimed sum is $378,000. The defendant, Ms Wang, does not now dispute that Ms Meng is entitled to judgment in this amount.
2. The agreement concerned the sale of Ms Meng’s shareholding in the two Comfortzone companies to Ms Wang (J1 [57]). The sale price was $378,000 (J1 [27]). If Ms Wang failed to pay, the price was to be satisfied, as to part, by the transfer of her share of the Dixon Street shop to Ms Meng (see [13] below). I found that, on its proper interpretation, the agreement obliged Ms Wang to purchase Ms Meng’s shareholding, rather than giving her an option to do so (J1 [65]). But I refused specific performance (which would have entailed the transfer of Ms Wang’s share of the Dixon Street shop to Ms Meng at the price specified in the agreement) because of unclean hands on the part of Ms Meng (J1 [80]-[87]).
Two questions have been raised. The first is when pre-judgment interest should run from. That depends upon when the debt became due. I found in my earlier judgment, and it is not disputed for the purposes of these proceedings, that the time for…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Meng v Wang (No 2)

Details

AGLC: Meng v Wang (No 2) [2023] NSWSC 260
Case: [2023] NSWSC 260
Decision Date: 16 March 2023

CaseChat Overview and Summary

The case of Meng v Wang (No 2) involved a dispute between the plaintiff and the defendant regarding the performance of a contract. The plaintiff sought to enforce the contract, arguing that the defendant had not performed within a reasonable time. The defendant countered that the reasonable time had been extended due to subsequent events and circumstances. The matter was heard in the Supreme Court of New South Wales.

The primary legal issues before the court were whether the reasonable time for performance had indeed been extended by later events and circumstances, and if so, how this extension should be factored into the calculation of damages and prejudgment interest. The court was required to consider the principles governing the reasonable time for performance and how these principles interact with the concept of extensions due to unforeseen events.

The court found that while the reasonable time for performance could be extended by later events and circumstances, such extensions were relevant only to the calculation of prejudgment interest and not to the primary claim for damages. The reasonable time for performance had expired, and the extension was not sufficient to toll the running of interest for the period before judgment. The court held that the defendant's liability for damages was not mitigated by the extension of the reasonable time for performance.

The court's decision resulted in a final order that the defendant was liable for damages for the breach of contract, calculated from the date the reasonable time for performance expired. The defendant's liability for prejudgment interest was adjusted to reflect the extended reasonable time, but this did not affect the primary claim for damages. The court's ruling clarified the distinction between extensions of reasonable time and their implications for different aspects of a claim.

Orders