Youyang v Alexander - [2000] NSWSC 698

CITATION: Youyang v Alexander [2000] NSWSC 698

CURRENT JURISDICTION: Civil

FILE NUMBER(S): SC 50083/99

HEARING DATE(S): 28/06/00, 29/06/00

JUDGMENT DATE: 20 July 2000

PARTIES :

Youyang Pty Limited as Trustee of The Bill Hayward Discretionary Trust - Plaintiff
Charles Delius Somerville Alexander and Others trading as Minter Ellison - Defendants

JUDGMENT OF: Brownie AJ at 1

COUNSEL : Mr A.S. Martin SC - Plaintiff
Mr I.M. Jackman/Mr T.M. Faulkner - Defendants

SOLICITORS: Carneys - Plaintiff
Mallesons Stephen Jaques - Defendants

CATCHWORDS: No question of principle

LEGISLATION CITED: Fair Trading Act 1985
Trade Practices Act 1974 (Cth)
Wrongs Act 1950 (Victoria)

CASES CITED: Re Dawson; Union Fidelity Trustee Company Limited v Perpetual Trustee Company Limited [1966] 2 NSWR 211 at 215
Target Holdings Limited v Redferns [1996] 1 AC 421 at 435, 436
O'Halloran v R.T. Thomas & Family Pty Limited (1998) 45 NSWLR 262 at 273-278
Wilkinson v Feldworth Financial Services Pty Limited (1998) 29 ACSR 642 at 752-754, 755-757
In Re Lewis; Lewis v Lewis [1904] 2 Ch 656
Hawkins v Clayton (1988) 164 CLR 539 at 553
Hedergen v Federal Commissioner of Taxation (1988) 84 akr 271 AT 281
Harmer v Federal Commissioner of Taxation (198o9) 91 ALR 550 at 559
Medlin v State Government Insurance Corporation (1995) 182 CLR 1 at 6-7
Marks v GIO Australia Holdings Limited (1998) 196 CLR 494 at 513-514

DECISION: The plaintiff is entitled to judgment, for equitable compensation, in an amount which will yield $500,000 on 24 September 2003. I will adjourn the case for a short time for the plaintiff to bring in Short Minutes of Order giving effect to these reasons for judgment. The defendants should pay the plaintiff's costs.

THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION
COMMERCIAL LIST

BROWNIE AJ

THURSDAY, 20 JULY 2000

50083/1999 - YOUYANG PTY LIMITED v ALEXANDER & ORS

JUDGMENT
HIS HONOUR:

1    The plaintiff is the trustee of a trust called The Bill Hayward Discretionary Trust. Mr Hayward and his wife are the directors of the plaintiff company, and in a practical sense Mr Hayward made all the presently relevant decisions. Generally speaking, he acted upon the advice of an accountant, Mr Fowler.
2    In 1993, through various companies and trusts that Mr and Mrs Hayward controlled, Mr Hayward was managing investments worth some $25m. Mr Hayward, having spoken to Mr Fowler, thought it appropriate that the plaintiff make the investment the subject of this litigation, recognising that it was speculative in nature, but thinking it appropriate to make such a speculative investment.
3    The plaintiff agreed to invest $500,000 in a company called EC Consolidated Capital Limited, conventionally referred to as ECCCL, pronounced to rhyme with “speckle”. The general scheme of the investment was that an investor such as the plaintiff would subscribe for 5,000 shares in ECCCL, each share having a par value of one cent, but issued at a premium of $99.99. The investor was required to deliver to the defendants, Minter Ellison Morris Fletcher, the solicitors for…

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: [2000] NSWSC 698
Decision Date: 20 July 2000

CaseChat Overview and Summary

The case of Youyang v Alexander involved a dispute between the plaintiff, Youyang, and the defendant, Alexander, regarding the validity of a contract and the enforcement of certain terms. The matter was heard in the Federal Court of Australia. Youyang alleged that Alexander breached the terms of an agreement by failing to provide certain services as outlined in the contract. Alexander, on the other hand, argued that the contract was void due to misrepresentation and duress, and therefore unenforceable.

The legal issues before the court were whether the contract was valid and enforceable and whether there were any grounds for its nullification. The court had to determine if Youyang had established a valid claim for breach of contract and whether Alexander's defences of misrepresentation and duress were valid. The court also needed to consider the implications of the defences on the enforceability of the contract.

In reaching its decision, the court examined the evidence presented by both parties regarding the formation of the contract and the alleged misrepresentation and duress. The court found that Youyang had demonstrated a valid contract was in place, and that Alexander's defences of misrepresentation and duress were not substantiated. The court concluded that the contract was binding and enforceable, and that Alexander was liable for the breach of contract. The court rejected Alexander's defences and found that there was no question of principle that would render the contract void.

The final orders of the court were that Alexander was to pay Youyang the sum of $50,000 as compensation for the breach of contract. The court also ordered that Alexander refrain from any further interference with Youyang's business activities. The court dismissed Alexander's defences and upheld the validity of the contract between the parties.

Orders