Jin v Luo - [2025] NZCA 415

IN THE COURT OF APPEAL OF NEW ZEALAND

I TE KŌTI PĪRA O AOTEAROA

CA571/2023
[2025] NZCA 415

BETWEEN	QIAN JIN First Appellant W&L LIMITED Second Appellant
AND	LIN LUO First Respondent KNOX PROPERTY INVESTMENT LIMITED Second Respondent JJ QUALITY PROPERTIES LIMITED Third Respondent

Hearing:	24 July 2024 (further submissions received 2 August 2024)
Court:	Mallon, Jagose and Campbell JJ
Counsel:	M T Davies and T Y Yao for Appellants G J Kohler KC and A M Cook for Respondents
Judgment:	20 August 2025 at 11.00 am

JUDGMENT OF THE COURT

AThe appeal is dismissed.
BThe cross-appeal is allowed in respect of Ms Luo’s counterclaim for the Xia advances. We otherwise dismiss the cross-appeal.
CMs Luo is to pay disbursements of $1,350 to Mr Jin.

____________________________________________________________________

REASONS OF THE COURT

(Given by Campbell J)

Table of Contents

Para No
Introduction	[1]
Background	[7]
The property purchases and other events	[15]
Peachgrove Road	[19]
Nicks Way	[24]
Chamberlain Road	[27]
Robinson Avenue	[32]
Declaration of trust in August 2012	[38]
Seddon Road	[42]
Radnor Street	[46]
Victoria Street	[51]
Knox Street	[55]
Co-operation agreement and Mr Huang	[61]
The claims and counterclaims at trial	[67]
W&L’s causes of action	[68]
Mr Jin’s cause of action	[72]
Ms Luo’s counterclaims	[74]
The High Court judgment	[77]
W&L’s first cause of action: properties held for W&L on resulting or constructive trust	[78]
W&L’s second and third causes of action: breach of directors’ duties	[80]
W&L’s alternative causes of action	[84]
Mr Jin’s cause of action against KPIL for a share of Knox Street	[85]
Ms Luo’s counterclaim for repayment of various advances	[88]
Ms Luo’s counterclaim for Mr Jin’s breach of a partnership or joint venture agreement	[97]
Decisions relevant to Ms Luo’s current account	[101]
Issues	[102]
Does W&L have a beneficial interest in Nicks Way, Robinson Avenue, Seddon Road, Radnor Street and Victoria Street by way of constructive or resulting trusts?	[105]
Nicks Way	[108]
Robinson Avenue	[128]
Seddon Road	[132]
Radnor Street	[135]
Victoria Street	[140]
Affirmative defences	[143]
Conclusion	[148]
Does KPIL hold a share of Knox Street on resulting trust for Mr Jin?	[149]
The Judge’s decision	[149]
Mr Jin’s appeal	[152]
Did Ms Luo breach her duties as a director of W&L?	[157]
W&L’s claims and the Judge’s findings	[157]
Ms Luo’s cross-appeal	[162]
Is Mr Jin liable to repay the St Lukes advances, Wang advances and Farnworth advances to W&L and Ms Luo?	[172]
St Lukes advances	[173]
Wang advances	[186]
Farnworth advances	[194]
Is Mr Jin liable to repay the Xia advances to W&L and Ms Luo?	[201]
Did Mr Jin breach the agreement with Ms Luo in relation to Chamberlain Road?	[208]
Has Ms Luo been adequately compensated for her work in managing Peachgrove Road?	[219]
Was the $220,000 payment made by Mr Wu towards Peachgrove Road made on Ms Luo’s behalf?	[223]
Costs	[229]
Result	[230]

Introduction

In early 2011, Qian Jin and Lin Luo entered into a business relationship to…

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 Jin v Luo

Details

AGLC: Jin v Luo [2025] NZCA 415
Case: [2025] NZCA 415
Decision Date: 20 August 2025 at 11.00 am

CaseChat Overview and Summary

Qian Jin and Lin Luo entered into a business relationship to develop properties. They agreed to carry on their business through a company, W&L Ltd, in which they would be equal shareholders. Ms Luo arranged the purchase of eight properties. Two of the properties were registered in W&L’s name. The other six were registered either in Ms Luo’s name or in the name of a company associated with her. Mr Jin considered that all eight properties were purchased using and leveraging the assets of W&L and that W&L or he had an interest in them all. Ms Luo disagreed, except with respect to the two properties registered in W&L’s name. The dispute spurred a first round of litigation between the parties in August 2015. That litigation settled in October 2019 on terms that included Mr Jin being granted leave to commence a derivative action on behalf of W&L. Mr Jin then promptly began the current proceeding. It consists primarily of derivative claims on behalf of W&L to establish interests in five of the six disputed properties and alleges that Ms Luo breached her duties as a director of W&L. The proceeding also includes one personal claim by Mr Jin against a company associated with Ms Luo for a resulting trust over the other disputed property. Ms Luo responded to Mr Jin’s claims with four counterclaims. The appeal and cross-appeal concern the first and second rounds of litigation. The appeal arises from the interim judgment on liability delivered by Harland J in August 2023. The cross-appeal arises from that judgment as well as from the settlement of the first round of litigation. The appeal and cross-appeal raise issues of considerable factual and legal complexity. The appeal has only limited success. The cross-appeal is more successful. The appeal is dismissed. The cross-appeal is allowed in respect of Ms Luo’s counterclaim for repayment of the Xia advances. We otherwise dismiss the cross-appeal. Ms Luo is to pay disbursements of $1,350 to Mr Jin.

Orders