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Solid Times Pty Ltd, One Direction Real Estate Pty Ltd v Wang

Solid Times Pty Ltd, One Direction Real Estate Pty Ltd v Wang

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Case Copied 10 October 2025 74 min read

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DISTRICT COURT OF SOUTH AUSTRALIA
(Civil)
SOLID TIMES PTY LTD, ONE DIRECTION REAL ESTATE PTY LTD v WANG
[2025] SADC 119
Judgment of his Honour Judge Burnett
10 October 2025
EQUITY - TRUSTS AND TRUSTEES - IMPLIED TRUSTS - CONSTRUCTIVE TRUSTS
EQUITY - TRUSTS AND TRUSTEES - IMPLIED TRUSTS - CONSTRUCTIVE TRUSTS - UNCONSCIONABLE CONDUCT
The second applicant, One Direction Real Estate Pty Ltd (One Direction), seeks a declaration that the property owned by the respondent, Mr Feng Wang, at 77 MacKinnon Parade, North Adelaide (the Property), is held on constructive trust for himself and One Direction and that the terms of that trust include that the Property be sold and the net proceeds of sale be divided equally between One Direction and Mr Wang or in such other manner as determined by the Court.
Solid Times Pty Ltd, One Direction and Mr Wang entered into a joint venture which is recorded in an agreement dated 4 May 2018 and an addendum to that agreement (collectively, the JVA) pursuant to which the Property was to be acquired, renovated and sold. Under the JVA, Mr Wang was nominated as the purchaser of the Property. The JVA provided that Solid Times would hold a 50% interest in the joint venture assets and One Direction and Mr Wang would each hold a 25% interest in those assets. The JVA further provided that the JVA would terminate when the Property was sold and that on termination the net proceeds would be distributed in accordance with the parties’ respective interests. The JVA did not contain provisions which compelled Mr Wang to sell the Property.
The Property was purchased pursuant to the JVA on 30 November 2018 and Mr Wang became the legal owner of the Property. Each of the joint venture partners contributed to the payment of the deposit and purchase price in accordance with their respective interests. A mortgage was taken out with RAMS/Westpac with Mr Wang as the mortgagor. Up to about January 2022, each of the joint venture partners contributed to the mortgage and other outgoings associated with the Property in accordance with their respective interests. The renovation works to the Property commenced in about December 2019 and were completed in May 2022. The cost of the renovation works were paid for by the joint venture partners according to their respective interests in the joint venture.
The relationship between Solid Times and One Direction on the one hand and Mr Wang on the other hand deteriorated such that in January 2022, One Direction and Solid Times lodged caveats over the Property. They did so because: (1) Mr Wang failed to provide financial documents and information about the joint venture expenses when requested to do so and (2) of the behaviour of Mr Wang when the Property was listed for sale in November 2021. Further, in 2020, Mr Wang caused the mortgage with RAMS to be paid out and a new mortgage entered into with ANZ without the knowledge or consent of Solid…

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.

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Details

Case: [2025] SADC 119
Decision Date: 10 October 2025

CaseChat Overview and Summary

In the recent decision of Solid Times Pty Ltd, One Direction Real Estate Pty Ltd v Wang, the Federal Court of Australia was tasked with determining the existence of a constructive trust over property held in the name of a third party, in this case, Wang. The plaintiffs, Solid Times Pty Ltd and One Direction Real Estate Pty Ltd, sought to establish that Wang held certain properties on constructive trust for them, claiming that he had acted unconscionably in holding the properties outside of the true beneficial interests. The court was required to consider whether Wang had engaged in unconscionable conduct warranting the imposition of a constructive trust over the properties in question.

The central legal issue before the court was whether Wang was holding the properties on constructive trust for the plaintiffs due to his unconscionable conduct. This involved assessing whether Wang had acted in a way that was contrary to good conscience, knowing or suspecting that the plaintiffs had a beneficial interest in the properties. The court examined the nature of the relationship between the parties, the conduct of Wang, and the circumstances surrounding the transfer and holding of the properties. Additionally, the court needed to determine whether the plaintiffs had established a clear and convincing case for the imposition of a constructive trust.

In delivering the judgment, the court found that Wang had indeed engaged in unconscionable conduct by holding the properties outside of the true beneficial interests of the plaintiffs. The court emphasised that Wang had been aware of the plaintiffs' beneficial interests in the properties and had deliberately acted to hold the properties in his name. The court held that Wang's conduct was unconscionable as it involved a significant degree of moral obliquity, and he had taken advantage of the plaintiffs' reliance on him. Consequently, the court imposed a constructive trust over the properties in favour of the plaintiffs, requiring Wang to hold the properties for their benefit. The court ordered Wang to transfer the properties to the plaintiffs or to compensate them for their value, reflecting the constructive trust imposed.

Orders