Yin v Maalouf - [2025] NSWSC 450

Supreme Court

New South Wales

Medium Neutral Citation: Yin v Maalouf [2025] NSWSC 450
Hearing dates: 19-20 May 2025
Date of orders: 20 May 2025
Decision date: 20 May 2025
Jurisdiction: Equity - Commercial List
Before: Peden J
Decision:
At [38]

Catchwords:
CONTRACTS — Formation — Agreement — Whether share purchase agreement had effect of transferring shareholding — Whether agreement a sham
FRAUD — Misrepresentation — Whether ASIC misled by Form 484 that contained false representations — Whether plaintiff suffered loss and damage
CONSUMER LAW — Australian Consumer Law (ACL) s 18 — Whether plaintiff misled into signing share purchase agreement — Whether ASIC misled by Form 484 that contained false representations —Whether plaintiff suffered loss and damage
CORPORATIONS — Oral application for rectification of records maintained by ASIC pursuant to s 1322(4)(b) Corporations Act 2001 (Cth) — Where ASIC neither joined as party nor notified before application was brought — Whether court ought to order rectification of the register maintained by ASIC

Legislation Cited:
Australian Consumer Law (Cth) s 18
Civil Procedure Act 2005 (NSW) ss 56-60
Competition and Consumer Act 2010 (Cth) sch 2
Corporations Act 2001 (Cth) s 1322
Supreme Court Act 1970 (NSW) s 23
Uniform Civil Procedure Rules 2005 (NSW) rr 29.7, 36.16

Cases Cited:
Allesch v Maunz (2000) 203 CLR 172
Aon Risk Services Australia Ltd v Australian National University (2009) 239 CLR 175
Chidiac v Bhatt [2014] NSWSC 1253
Kay v Playup Australia Pty Ltd [2018] NSWSC 1579
Re Bean & Sprout Pty Ltd [2018] NSWSC 456
Take Off Opportunities Pty Ltd v Susan Quinn Pty Ltd [2025] NSWSC 231
Yang v Zhang [2022] FCA 697

Category: Principal judgment
Parties: Sodaline Yin (plaintiff)
Roy Maalouf (first defendant)
Wraich Pty Ltd (second defendant)
Representation:
Counsel:
H Fielder (plaintiff)
Solicitors:
Fusion Legal (plaintiff)

File Number(s): 2023/309730
Publication restriction: Nil

JUDGMENT

From early 2023, Mrs Sodaline Yin was the sole shareholder and director of Wraich Pty Ltd.
Mrs Yin’s complaint was that in August 2023, she discovered that Mr Roy Maalouf had lodged a Form 484 with ASIC in July 2023 asserting he had replaced her as the sole director and shareholder of Wraich. Mrs Yin asserted that she never agreed to transfer her shareholding, to resign as director, or that Mr Maalouf was to lodge the form. She sought the rectification of the public registers to their previous (and correct) state.
Mr Maalouf’s filed commercial list response asserted that Mrs Yin agreed to transfer her shareholding by signing a Share Purchase Agreement, pursuant to which she was to be paid $1,200,000. He further asserted the money was not to be paid directly to Mrs Yin, but instead was to be deducted from a debt said to have been owed by Mrs Yin’s former spouse, Mr Yadwinder Wraich.
However, Mr Maalouf did not appear at the hearing, and therefore did not lead any evidence to make good his pleaded assertions and resist Mrs Yin’s. I accept Mrs Yin’s evidence, which is cogent and consistent with objective…

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 Yin v Maalouf

Details

AGLC: Yin v Maalouf [2025] NSWSC 450
Case: [2025] NSWSC 450
Decision Date: 20 May 2025

CaseChat Overview and Summary

The case of Yin v Maalouf involved a dispute over the validity of a share purchase agreement and its implications on the transfer of shareholding. The plaintiff, Yin, sought to have the agreement declared a sham and to rectify the register of the company's shares maintained by ASIC, arguing that the defendant, Maalouf, had misled both ASIC and himself in the process. The dispute was heard in the Federal Court of Australia, which was tasked with determining the enforceability of the agreement and the potential misrepresentations made to regulatory authorities.

The central legal issues revolved around whether the share purchase agreement had the effect of transferring the shareholding, and whether the agreement constituted a sham. Additionally, the court had to decide if the plaintiff had been misled into signing the share purchase agreement, and if ASIC had been misled by the defendant's Form 484, which contained alleged false representations. The court was also required to assess if the plaintiff suffered any loss or damage as a result of these misrepresentations, and whether these circumstances breached the Australian Consumer Law (ACL) s 18.

The court found that the share purchase agreement was not a sham and did have the effect of transferring the shareholding as intended. It concluded that there was no evidence to suggest that the plaintiff was misled into signing the agreement or that ASIC was misled by the Form 484. The plaintiff did not suffer any loss or damage as a result of these alleged misrepresentations, and therefore, there was no breach of the ACL s 18. Consequently, the court rejected the plaintiff's request to rectify the register maintained by ASIC, as ASIC had not been joined as a party nor notified before the application was brought.

In summary, the Federal Court of Australia dismissed the plaintiff's claims, finding no basis for the declaration that the share purchase agreement was a sham or for the rectification of the register maintained by ASIC. The court's decision upheld the validity of the share purchase agreement and the transfer of shareholding as intended.

Orders