Awap SGT 26 Investment Limited v Cn 2000 Holdings Ltd

[2020] WASCA 74

Western Australia Court of Appeal

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Contract
2. › Discharge of debt
3. › Payment by third party
4. › Whether payment on account of debt owed by another party
5. › Whether debt discharged by third party payment under legal compulsion voluntarily entered into
6. › Whether abuse of process to enforce debt where money paid by third party on account of debt
1. Practice and Procedure
2. › Abuse of process
3. › Inconsistent positions in successive proceedings
4. › Whether party who consented to judgment for specific performance of agreement may deny existence of agreement in subsequent proceedings
1. Practice and Procedure
2. › Res judicata and issue estoppel
3. › Foreign judgment
4. › Whether foreign judgment gives rise to estoppel against non-party to foreign proceedings
5. › Whether non-party privy in interest with party to foreign proceedings
1. Restitution
2. › Total failure of consideration
3. › Payment for shares never issued
4. › Whether payment made for issue of shares recoverable where shares never issued
5. › Whether cancellation of share issue at instigation of payee precludes restitutionary claim

Quick Take

A party who consents to judgment for specific performance of an agreement and receives payment under that judgment cannot subsequently deny the existence of the agreement in separate proceedings — to do so is an abuse of process. A non-party to foreign proceedings is not bound by estoppel arising from those proceedings unless it is privy in interest with a party, which requires a legal (not merely economic) interest. Where shares are allotted but never issued (no registration, no certificates, no other step completing title), payment for those shares is recoverable on the basis of total failure of consideration, even where the contract was terminated at the payee's instigation.