Ying Mui Pty Ltd v Hoh (No 3)

Ying Mui Pty Ltd brought proceedings against Frank Kiang Ngan Hoh and others in the Supreme Court of Victoria, seeking a declaration that a contract existed for the sale of land, a declaration of a constructive trust, and various remedies including damages. The dispute centred on the purchase of a property, the financial dealings of the parties, and the role of the family company, Ying Mui. The court was required to determine whether a contract for the sale of land existed based on the conduct of the parties, whether a constructive trust should be imposed, and whether Ying Mui was liable for knowing receipt of property in breach of trust.

The court first examined whether a contract existed between the parties based on their conduct. It concluded that the conduct did not establish a contract capable of giving rise to a binding agreement enforceable at law. The court then addressed the claim for a constructive trust, noting that the onus of proof lies on the party asserting the trust. The court found that this burden had not been discharged, and thus the constructive trust claim failed. The court also considered whether a resulting trust arose in favour of Ying Mui. It determined that the purchase money was provided as a loan, not as capital, and thus no resulting trust was found.

In the context of fiduciary duties, the court held that the director of the corporate trustee who arranged the sale of trust assets did so partly for personal advantage, which amounted to a breach of fiduciary duties. The court found that Ying Mui was not liable for knowing receipt of property in breach of trust as no loss or damage was sustained by the trust. The court also assessed the evidentiary value of the company financial statements in line with the requirements of the Corporations Act 2001 (Cth) and concluded that they were not sufficient to establish the claims made by Ying Mui. The court ultimately dismissed all claims brought by Ying Mui against the defendants.