Miracle Lane International Holdings Ltd v Spinifex Mines Pty Ltd (No 2)

[2025] QSC 102

SUPREME COURT OF QUEENSLAND

CITATION:

Miracle Lane International Holdings Ltd v Spinifex Mines Pty Ltd (No 2) [2025] QSC 102

PARTIES:

MIRACLE LANE INTERNATIONAL HOLDINGS LIMITED HONG KONG COMPANY REGISTRATION NUMBER 1338744

(plaintiff)

v
SPINIFEX MINES PTY LTD ACN 074 166 519
(first defendant)
OMEGA GOLD LIMITED HONG KONG COMPANY REGISTRATION NUMBER 2874493
(second defendant)
JIN RESOURCES (AUS) PTY LTD ACN 641 111 195

(third defendant)

FILE NO/S:

BS8358/21

DIVISION:

Trial Division

PROCEEDING:

Claim

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

12 May 2025

DELIVERED AT:

Brisbane

HEARING DATE:

On the papers.  Plaintiff’s submissions dated 11 April 2025

JUDGE:

Cooper J

ORDER:

Judgment as per the draft attached to the plaintiff’s submissions dated 11 April 2025.

CATCHWORDS:

PROCEDURE — JUDGMENTS AND ORDERS — ENFORCEMENT OF JUDGMENTS AND ORDERS — GENERALLY — where the Court delivered judgment for the plaintiff against the second and third defendants — where the Court sought submissions from the parties on the form of order to give effect to the judgment delivered — whether the plaintiff should receive judgment in the form proposed by the plaintiff.

Lawrie v Hwang [2012] QSC 422, cited.
Miracle Lane International Holdings Ltd v Spinifex Mines Pty Ltd [2025] QSC 61, cited.

COUNSEL:

JP Hastie for the plaintiff

No submissions from the second and third defendants

SOLICITORS:

Macpherson Kelley for the plaintiff

No submissions from the second and third defendants

Introduction

1. On 4 April 2025, I gave judgment[1] in which I held that the plaintiff (Miracle Lane) had established an entitlement to succeed on its claims against the second and third defendants (respectively, Omega and Jin) for restitution and for a declaration of a constructive trust.  When I delivered judgment, I directed that:

   (a)Miracle Lane provide a draft of the orders which it sought to give effect to my judgment, together with written submissions in support of such orders, by 11 April 2025;

   (b)Omega and Jin inform Miracle Lane and the court whether they oppose the making of the orders proposed by Miracle Lane, and provide written submissions setting out the basis upon which they oppose the making of such orders, by 28 April 2025;

   (c)in the event Omega and Jin failed to inform the court that they opposed the making of the orders sought by Miracle Lane, the court would proceed to determine what orders should be made without a further hearing.

   [1]        Miracle Lane International Holdings Ltd v Spinifex Mines Pty Ltd [2025] QSC 61.

2. Miracle Lane provided the draft form of judgment and supporting submissions as directed.  Omega and Jin did not inform the court that they opposed the making of the orders sought by Miracle Lane.  Accordingly, I have considered the orders set out in the draft form of judgment and Miracle Lane’s supporting submissions.  These are my reasons for giving judgment in the form proposed by Miracle Lane.

   Relief sought by Miracle Lane

3. By the orders set out in the draft judgment, Miracle Lane seeks:

   (a)an order that Omega pay Miracle Lane the sum of $2,300,000 plus interest;

   (b)a declaration that Omega and Jin hold 92% of the assets of the gold mine known as Gilded Rose (Mine) and their rights under the sale agreement (Sale Agreement) which Omega entered into with the first defendant (Spinifex), on trust for Miracle Lane;

   (c)an order restraining Omega and Jin from dealing with the Mine; and

   (d)an order that Omega and Jin pay Miracle Lane’s costs of the proceeding on the standard basis.

   Restitution

4. Having already found that Miracle Lane has established its entitlement to succeed on its claim against Omega for repayment of the $2,300,000,[2] it is appropriate to make an order to that effect.

   [2]        Miracle Lane International Holdings Ltd v Spinifex Mines Pty Ltd [2025] QSC 61, [85]-[87].

5. Miracle Lane has calculated interest from 19 May 2020, being the date on which Miracle Lane was found to have paid the money to Omega,[3] to the date of judgment (4 April 2025), pursuant to s 58 of the Civil Proceedings Act 2011 (Qld). The calculated amount of interest is $675,677.32. I am satisfied that Omega should be ordered to pay interest in that amount.

   [3]        Miracle Lane International Holdings Ltd v Spinifex Mines Pty Ltd [2025] QSC 61, [29].

   Constructive trust

6. I am satisfied that the form of declaration proposed by Miracle Lane identifies the property the subject of the constructive trust in terms which correspond to the description of the assets sold under the Sale Agreement. 

7. I am also satisfied that Jin is entitled to be the registered holder of the tenements for the Mine, which form part of the trust property.  By cl 1.13(a) of the variation to the Sale Agreement dated 21 May 2020, Spinifex is required to deliver the transfer documents for those tenements (effecting the transfer to Jin) to Omega or Jin.

8. I therefore accept Miracle Lane’s submission that the terms of the proposed order identifies the relevant property in a manner which aligns with the manner in which Omega and Jin acquired that property, and which is sufficiently clear and specific.

   Restraint on dealings

9. Miracle Lane submits that, although it is commonly the case that a declaration of trust is accompanied by an order conveying the trust property to the beneficiary, that form of order cannot be made in the circumstances of this case where Miracle Lane is only entitled to a proportionate interest in the Mine under the constructive trust.  Miracle Lane observes that a more appropriate order in such circumstances would be for the appointment of receivers and managers over Miracle Lane’s interest in the Mine,[4] but does not seek such an order at this time as it wishes to explore other options to realise its interest with the present receiver of Jin and the appointing creditor in an effort to spare all parties unnecessary costs.

   [4]        Lawrie v Hwang [2012] QSC 422, [110]-[112] and [167].

10. While those matters are investigated, Miracle Lane submits that it is necessary to protect its interest in the Mine.  Although, Miracle Lane’s interest in the tenements is protected by the caveat registered against the title to those tenements,[5] that caveat does not protect the interest in other assets which comprise the Mine.  Further, orders of the Land Court of Queensland contemplate that the caveat will lapse after the determination of this proceeding.  In those circumstances, I am satisfied that it is appropriate to make an order restraining Omega and Jin from disposing of, or dealing with, the Mine except with Miracle Lane’s consent or until further order.[6]

    [5]        Miracle Lane International Holdings Ltd v Spinifex Mines Pty Ltd [2025] QSC 61, [2].

    [6]        Lawrie v Hwang [2012] QSC 422, [113] and [167].

    Costs

11. In circumstances where Miracle Lane has been wholly successful in the relief it sought in the proceeding, there is no reason to depart from the general rule that costs follow the event.

12. I am satisfied that it is appropriate to make an order that Omega and Jin pay Miracle Lane’s costs of the proceeding to be assessed on the standard basis.

    Conclusion

13. For these reasons, I will make the orders set out in the draft form of judgment provided by Miracle Lane, which I have initialled and placed with the file.