Australia, June 20 -- New South Wales Land and Environment Court issued text of the following judgement on May 19:

1. From early 2023, Mrs Sodaline Yin was the sole shareholder and director of Wraich Pty Ltd.

2. Mrs Yin's complaint was that in August 2023, she discovered that Mr Roy Maalouf had lodged a Form 484 with ASIC in July 2023 asserting he had replaced her as the sole director and shareholder of Wraich. Mrs Yin asserted that she never agreed to transfer her shareholding, to resign as director, or that Mr Maalouf was to lodge the form. She sought the rectification of the public registers to their previous (and correct) state.

3. Mr Maalouf's filed commercial list response asserted that Mrs Yin agreed to transfer her shareholding by signing a Share Purchase Agreement, pursuant to which she was to be paid $1,200,000. He further asserted the money was not to be paid directly to Mrs Yin, but instead was to be deducted from a debt said to have been owed by Mrs Yin's former spouse, Mr Yadwinder Wraich.

4. However, Mr Maalouf did not appear at the hearing, and therefore did not lead any evidence to make good his pleaded assertions and resist Mrs Yin's. I accept Mrs Yin's evidence, which is cogent and consistent with objective documents.

5. For the reasons that follow, I find that:

1) The only agreement between Mrs Yin and Mr Maalouf was for him to provide her with advisory services and negotiate with co-investors of Wraich;

2) Mrs Yin did not transfer her shareholding in Wraich to Mr Maalouf by executing any Share Purchase Agreement;

3) Mr Maalouf lodged the Form 484 with ASIC to change Wraich's public register without any legal basis or authority; and

4) The Form 484 filed by Mr Maalouf did not have the effect of changing the shareholding or directorship, and Mrs Yin remains the sole shareholder and director of Wraich.

Agreement between Mrs Yin and Mr Maalouf

6. The real issue in dispute is whether Mrs Yin transferred her shareholding to Mr Maalouf, such that he is the legal owner of the shareholding in Wraich and ought to be so recorded in the public register.

7. According to Mrs Yin, by February 2023, her relationship with her former spouse, Mr Wraich had broken down irretrievably. In their property settlement, she received the sole share in Wraich from Mr Wraich.

8. Wraich was involved in various property developments with other investors. When she took over the role of director, Mrs Yin was overwhelmed and found it difficult dealing with Wraich's co-investors.

9. Through her accountant, Mr Ziad Ajjawi from Freedom Financial Management, Mrs Yin was given Mr Maalouf's contact details. In April 2023, Mrs Yin paid Mr Maalouf $2,000 to assist her to negotiate with Wraich's co-investors for Wraich to be bought out of the development projects. This was their only agreement.

10. Mr Maalouf represented to Mrs Yin that, in order to properly negotiate with the co-investors, she should sign a Share Purchase Agreement dated 28 April 2023. That document purported to transfer Mrs Yin's share in Wraich to Mr Maalouf for $1,000. At the time, Mrs Yin believed the market value of the shareholding was over $2,500,000.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/196b3a417e9d0b79476ee2e7)

Disclaimer: Curated by HT Syndication.