Jin v Luo - [2023] NZHC 2417

IN THE HIGH COURT OF NEW ZEALAND HAMILTON REGISTRY

I TE KŌTI MATUA O AOTEAROA KIRIKIRIROA ROHE

CIV-2019-419-269

[2023] NZHC 2417

BETWEEN
QIAN JIN

First Plaintiff

W&L LIMITED (3324069)

Second Plaintiff

AND

LIN LUO

First Defendant

KNOX PROPERTY INVESTMENTS LIMITED (4538427)

Second Defendant

JJ QUALITY PROPERTIES LIMITED (5023300)

Third Defendant

Hearing: 9-16 August 2021; 22 & 30 March 2022

Appearances:

K H Morrison and T Y Yao for the Plaintiffs

G J Kohler KC and A M Cook for the Defendants

Judgment:

31 August 2023

INTERIM JUDGMENT OF HARLAND J ON LIABILITY

Solicitors: Meredith Connell, Auckland

O’Sheas Law Ltd, Hamilton

Counsel: G J Kohler KC, Auckland

JIN v LUO [2023] NZHC 2417 [31 August 2023]

Introduction 1

Matters of background and context 4

The parties 4

The properties 14

The claims, defences and counterclaims 20

The claims  20
Alternative causes of action  35
Defences and counterclaims  44

The witnesses 49
The relevant documents 52

Issues to be determined 55

The property purchases – a timeline 56

Property purchases in 2011 59

Peachgrove Road  59
8 Nicks Way  84
Chamberlain Road  88

Properties purchased and events in 2012  102
Properties purchased and events in 2013  118
Properties purchased and events in 2014  159
Properties purchased and sold, and events in 2015  175
Properties sold and developed in 2016 and 2017  181
Loan summary  187

The claims 188

First and fifth causes of action - properties held on trust 189

Legal principles  193
The defence  201
Nicks Way  206
Robinson properties  230
Seddon Road  246
Radnor Street  263
Victoria Street  279
12 Knox Street  294
Alternative defences  309
Limitations and laches  310
Clean hands  316
No leave to bring claims  322
Property interests to be created in writing  323
Proceedings already settled  324

Second and thirds causes of action – breach of duties 327

Legal principles 330

The arguments 342

Discussion  350
Onus  350
Sections 131 (good faith and in best interest) and 133 (proper purpose)       353
Section 194 (accounting records)  364

Fiduciary duties 377

Counterclaims 381

Debt 382

Advances to Mr Jin  386
St Lukes  388
Yan Zhang  396
Tian Hong Wang  400
Repayment  410
Advances for 16 Farnworth Avenue  415
Advances for 164 Cumberland Road  439
Advances to Zhenxiao Xia  444

Breach of agreement / fiduciary duties by Jin 451
Loss caused by freezing orders, lodging of caveats 479

Summary of findings 485

Remedies 486

Costs 489

Introduction

[1] In 2011, alive to the opportunities the market presented, Mr Jin and Ms Luo decided to enter a business relationship to invest in property together via W&L Ltd (W&L), a company incorporated for that purpose. This proceeding arises because of the breakdown of their business relationship. Its complexity arises from the fact that there are few documents to record the extent of the property investment business they were undertaking. As a result, properties one says were purchased for their own separate benefit, the other claims were part of their joint business. The key issue is, therefore, which properties are part of…

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 [2023] NZHC 2417
Case: [2023] NZHC 2417
Decision Date: 31 August 2023

CaseChat Overview and Summary

The High Court of New Zealand Hamilton Registry, in the case of Jin v Luo, has delivered a comprehensive judgment on the complex dispute between Qian Jin and Lin Luo regarding their property investment business. The key issue was determining which properties were part of their joint business venture. The court analyzed various properties purchased between 2011 and 2017, and found that seven properties were part of their joint business venture, with Peachgrove Road and Chamberlain Road being the most significant. The court also found that Lin Luo breached her director’s and fiduciary duties, and that Qian Jin breached their partnership agreement by involving Mr Huang in the Chamberlain Road project without Lin Luo’s knowledge. The court made declarations of trust in favor of W&L Limited for the properties found to be part of the joint business venture, and found that certain advances made by W&L and Lin Luo to Qian Jin were debts owed to them. The court reserved costs until the quantum of the successful counterclaims had been resolved.

Orders