Nyunt v First Property Holdings Pte Ltd - [2023] HCATrans 87

[2023] HCATrans 087

IN THE HIGH COURT OF AUSTRALIA

Office of the Registry
Sydney No S170 of 2022

B e t w e e n -
MICHAEL NYUNT
Applicant
and
FIRST PROPERTY HOLDINGS PTE LTD
Respondent
Application for special leave to appeal

KIEFEL CJ
STEWARD J

TRANSCRIPT OF PROCEEDINGS

AT CANBERRA ON FRIDAY, 16 JUNE 2023, AT 9.50 AM

MR C.S. WARD, SC: May it please the Court, I appear with my learned friend MR P.F. SANTUCCI for the applicant. (instructed by Marque Lawyers)

MR I.C. COLQUHOUN, SC: May it please the Court, I appear with MR T.J. BOYLE for the respondent. (instructed by HFW Australia)

MR WARD: Your Honours, there are three grounds of proposed appeal, although the third raises two grounds, because there is a House v The King discretion that flows from ground 3 into ground 4. Could I describe the nature of the grounds. Ground 1 centrally raises for determination the effect of a competing foreign judgment, in this case entered in Myanmar before the Singapore judgment on a default basis was obtained ‑ ‑ ‑

KIEFEL CJ: Could you remind me how much money is involved in the default judgment?

MR WARD: Around US$66 million, your Honour, plus interest earned – well in excess of that by now, I think. It is at the – my learned friend has it – page 164 of the appeal book sets it out. There are two separate judgments – they are roughly, broadly speaking, half each comprising that sum.

Ground 1 relates to what I will describe as the Natmauk Lane Declaratory Proceedings. The respondent, First Property Holdings, commenced proceedings in Myanmar in May 2003 seeking a form of relief under section 53 of the Myanmar Transfer of Property Act. Could I ask your Honours to turn to page 86 of the application book, because I think it is important that I explain to your Honours the synergy and similarity between the Myanmar and the Singapore proceedings. Page 86 of the appeal book, paragraph 39, you see that the essence of the Myanmar Natmauk Lane Proceedings are there set out.

Could I expressly direct your Honours’ attention to paragraph (3), an allegation of a conspiracy by my client and his wife to execute a deed of sale which transferred the Natmauk Lane property to my client and his wife. And paragraph (4), an allegation that that transfer was in breach of clause 8.2 of a convertible performance debenture which prevented the joint venture company known as TCC – Town and City – from disposing of any assets until certain criteria had been satisfied. Significantly, in paragraph (5):

that the consideration provided . . . was “excessively low” (that is, the property was sold –

to my client:

at an undervalue) –

In paragraph (6), an allegation that there was a failure to:

act in good faith in executing the deed of sale –

and in paragraph (7), most…

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 Nyunt v First Property Holdings Pte Ltd

Details

AGLC: Nyunt v First Property Holdings Pte Ltd [2023] HCATrans 87
Case: [2023] HCATrans 87
Decision Date

CaseChat Overview and Summary

The High Court of Australia heard an appeal from the Supreme Court of Victoria in a dispute between Mr. Nyunt and First Property Holdings Pte Ltd. The core of the disagreement concerned the interpretation and enforceability of a settlement agreement reached between the parties, which Mr. Nyunt sought to set aside.

The central legal issue before the High Court was whether the settlement agreement was vitiated by a fundamental mistake, specifically a shared misunderstanding of the legal effect of a particular clause within the agreement. The court was required to consider the principles governing the setting aside of contracts based on common mistake, and the threshold for establishing such a mistake as being fundamental enough to render the contract void or voidable.

The High Court ultimately found that the mistake alleged by Mr. Nyunt was not sufficiently fundamental to vitiate the settlement agreement. Their Honours applied established principles of contract law, emphasizing that for a common mistake to render a contract void, the mistake must be as to a matter of fact or law that forms the very foundation of the contract. In this instance, the parties' understanding of the legal consequences of the clause, while perhaps mistaken, did not go to the root of their agreement to settle the underlying dispute. The court noted that the parties had intended to compromise their differences, and the agreement reflected that intention, notwithstanding any subsequent disagreement about its precise legal effect.

The appeal was dismissed.

Orders