Ying Mui Pty Ltd v Hoh (No 6)

Ying Mui Pty Ltd was involved in a dispute with Hoh, and the matter was heard in the Supreme Court of Victoria. The primary issue before the court was whether Hoh, as a director of a corporate trustee, breached his fiduciary duties to the relevant companies. Specifically, the court examined whether Hoh exercised his powers for an improper purpose, failed to act in good faith, and did not act in the best interests of the companies. The court also considered Hoh's involvement in contraventions under the Corporations Act and his entitlement to remuneration despite breaches of duty.

The court held that Hoh breached his fiduciary duties by failing to exercise his powers for a proper purpose and not acting in good faith. It was found that Hoh's actions were not honest, and he was not entitled to be excused under section 1318 of the Corporations Act. Additionally, the court determined that Hoh provided knowing assistance in contraventions under section 79 of the Corporations Act. The court applied principles from Robert Deutsch & Ors v Erwin Deutsch & Ors to assess whether Hoh should receive any allowance for his work in managing the trust business despite his breaches of duty. The court concluded that Hoh did not breach the No Conflict Rule by appointing himself to the office of appointor and recognised the equitable jurisdiction to award fair and reasonable remuneration for management services, even when there are breaches of duty.

The court found that fraud under section 42 of the Transfer of Land Act 1958 (Vic) had occurred, and thus, the indefeasibility of title was not established. Constructive trusts were declared in favour of the relevant parties. The court also ruled that Hoh breached his duties as a trustee by improperly exercising his powers and entering into an asset sale and distribution programme of trust assets. The appointment of a new trustee by Hoh was deemed invalid and was set aside. The court considered the principles and sources of power to remove a trustee and appoint a new trustee, ultimately finding it expedient for an independent trustee to be appointed to manage the trusts.