Ying v Song

In the case of Ying v Song, the plaintiff sought to establish that shares in a company were held on a constructive trust for him, as well as claiming that funds paid to the company were held on trust for him. The plaintiff argued that these trusts arose based on principles akin to those considered in Barclays Bank v Quistclose. The plaintiff further sought an account of benefits obtained by the first defendant from ownership of the shares and from the company's use of the funds allegedly loaned to it. Additionally, he claimed the return of moneys he alleged were owed by the company by way of a loan. The dispute was heard in the Supreme Court of Victoria.

The primary legal issues before the court involved determining whether a Quistclose trust applied to the shares and funds in question, whether the first defendant owed fiduciary obligations to the plaintiff, and if the plaintiff was entitled to an account of benefits or the return of the alleged loan. The court had to assess the requirements for establishing a Quistclose trust and whether the circumstances of this case met those requirements. Additionally, the court needed to examine whether the first defendant had any fiduciary duties towards the plaintiff that were breached.

The court found that the requirements for a Quistclose trust were not met in this case. There was no evidence to suggest that the funds were paid with the intention that they would not form part of the company’s general assets, nor was there a specific purpose attached to the use of the shares. The court also concluded that the first defendant did not owe any fiduciary obligations to the plaintiff. As a result, no trust was established over either the shares or the funds. Consequently, the plaintiff was not entitled to an account of benefits or the return of the alleged loan. The plaintiff’s claims were dismissed in their entirety.

The court ordered that the plaintiff's claims be dismissed with no orders as to costs.