Prasad v Singh[2023] QCAT 219

QUEENSLAND CIVIL AND ADMINISTRATIVE TRIBUNAL

REASONS FOR DECISION

Introduction

1. [1]
   This proceeding, and four other proceedings arising out of similar facts, were heard by this Tribunal on 22, 23 and 24 November 2022.^[1]  The decision in each proceeding should be read together.
2. [2]
   The decision of the Tribunal in this proceeding is that the second respondent, Queensland Vedic Cultural Centre Pty Ltd (QVCC), pay to the applicant, Mr. Lalta Prasad, $2,123.20, $2,000.00 a refund of monies paid by him to QVCC for two shares in the company but not issued to him together with $123.20 the fee on filing the application in the proceeding, within 14 days of this order.

Application

3. [3]
   On 17 July 2020 Mr Prasad made application to the Tribunal for an order that the respondent, Dr Sukhvir Singh (Dr Singh) (who appeared in person and with Mr. Sukarm Singh (Mr. Singh) for QVCC), pay to him $2,640.00 together with the filing fee on the application of $123.20, a total of $2,763.20 (application).  The application contains the following explanation for the order sought:

I HAD PAID TO GET MY SHARES IN THE COMPANY AND TILL DATE HAVE NOT RECEIVED THE SHARES.  ACCORDING TO AGREEMENT (ATTACHED) I CAN CLAIM MY MONIES BACK.

4. [4]
   Filed with the application is a share agreement dated 10 November 2014 between QVCC, its directors Mr Jitendra Deo (Mr Deo), Mr Dick Sen, Dr Singh and Mr Sunil Dutt, and Arya Pratinidhi Sabha of Queensland (APSQ) (share agreement).  It is signed by Mr Deo, described as director and secretary, for QVCC and Mr Prasad but not the other directors of QVCC or for APSQ.
5. [5]
   The share agreement is for one share in QVCC.

Response

6. [6]
   On 17 August 2020 Dr Singh filed a response to the application (response).  In paragraph 1 of part D, the orders sought by him, it is said:

   1. That the relief sought is a declaration that would need to be heard in another jurisdiction.  2.  Mr Jitendra Deo did not have the authority to enter into to the purported “Share Agreement” on behalf of the company. Directors of the company never considered the issue and never asked or authorized Mr Jitendra Deo to enter into the purported agreement.  3.  The matter of claim and relief sought is subject of proceeding in The District Court of Queensland, Brisbane wide Registry No. 610/2020.  4.  The purported documentary evidence attached with application is not an evidence worth looking at.  5.  In the alternative any funds provided by the applicant were DONATIONS, as by many others, which he is now trying to claim as a debt.

(Emphasis added)

7. [7]
   Dr Singh  does not dispute payment of $2,000.00 by Mr. Prasad to QVCC.  In summary, he asserts:

1. (a)
   the Tribunal is without jurisdiction to hear and decide the proceeding;
2. (b)
   Mr. Deo was without authority to enter the share agreement for QVCC; and
3. (c)
   the monies paid by Mr Prasad to QVCC were donations.

Order of 7 July 2021

8. [8]
   The Tribunal, on 7 July 2021, made orders for Dr Singh filing documents filed in a proceeding commenced by Mr Deo and JD Electrical and Communications Pty Ltd as trustee for The Deo Family Trust in the District Court of Queensland against QVCC.  He did so on 19 July 2021.

Order of 26 August 2021

9. [9]
   On 26 August 2021 QVCC was joined as second respondent in the proceeding and orders were made for the filing of documents in the Tribunal.

Order of 19 July 2022

10. [10]
    The Tribunal, on 19 July 2022, made orders for the parties filing affidavits deposing to facts and evidence on which they will rely at the hearing of the proceeding.  Mr Prasad filed an affidavit affirmed by him on 27 July 2022 (Mr Prasad’s affidavit).  The contents of the affidavit, and the annexures to it, are discussed below under the subheading Mr Prasad’s affidavit^[2].
11. [11]
    On 18 August 2022 Dr Singh and QVCC filed an affidavit, affirmed by Mr Sukarm Singh (Mr Singh) (who appeared with Dr Singh on behalf of QVCC) that day (Mr. Singh’s affidavit).  The contents of the affidavit and exhibits to it are discussed below under the subheading Mr Singh’s affidavit^[3].

Hearing

12. [12]
    The proceeding was heard by the Tribunal on 24 November 2022.  Mr Prasad appeared in person.  Dr Singh appeared in person and, with Mr Singh, on behalf of QVCC.
13. [13]
    Mr Prasad and Mr Singh addressed the Tribunal and made closing submissions.

Evidence

Mr. Prasad’s affidavit

14. [14]
    Mr Prasad, in his affidavit, affirms that on 9 August 2014 he paid to QVCC $1,000.00 for one share in QVCC.  The share has not been allotted.  He attaches to the affidavit, as exhibit 1, invoice number 022 QVCC to Mr and Mrs Prasad dated 9 August 2014 for $1,000.00, stamped “PAID”.  He also attaches a copy of the share agreement.^[4]
15. [15]
    Mr. Prasad observes payment of the money by him to QVCC “... is not being disputed ...”  He denies the money was a donation and continues, “This is not the case as per their share purchase agreement ...  All donations made was done separately and I am not claiming these back.”^[5]
16. [16]
    On 1 February 2017, Mr. Prasad affirms, he paid to QVCC a further sum of $1,000.00 for a second share in QVCC.  He attaches to the affidavit, as exhibit 2, a bank deposit acknowledgement for two amounts, $1,000.00 and $240.00.  Against the former amount, the acknowledgement reads, “(share purchase)” and against the latter amount it reads, “(share contribution)”.  Again, as Mr. Prasad observes, payment of the money by him to QVCC is not in dispute.^[6]
17. [17]
    Contributions of $10.00 per month, for loan interest, were paid by him to QVCC.  He paid a total of $640.00, as follows:

3 November 2014 $  40.00

27 January 2014 $120.00

1 February 2017 $240.00

12 April 2017 $  60.00

13 February 2018 $120.00

12 April 2017 $  60.00

$640.00

18. [18]
    Mr. Prasad attaches to his affidavit, as exhibit 2, bank deposit acknowledgements for amounts totalling $640.00.

Mr. Singh’s affidavit

19. [19]
    Mr. Singh, in his affidavit, affirms the QVCC bank statements do not show Mr. Prasad paid the moneys to QVCC on 9 August 2014 or 1 February 2017 as claimed by him in his affidavit.  Attached to the affidavit are QVCC’s bank statements for the periods 15 July 2014 – 15 August 2014 and 16 January 2017 – 15 February 20917.^[7]
20. [20]
    It is to be observed Mr Singh does not deny QVCC received the monies; he denies they were paid by Mr Prasad to it on the dates specified.  The assertion is disingenuous given the first bank statement shows Mr Prasad’s first payment of $1,000.00 was received into QVCC’s bank account on 14 August 2014.
21. [21]
    We accept Mr Prasad paid the monies to QVCC for the purposes stated.
22. [22]
    In apparent contradiction of the assertion moneys paid by members to QVCC were donations and the board of directors were unaware of the activities of Mr Deo, on the first statement, against several deposits are the words, “Share Investment”, “Qvcc share”, “1 Share” and “Share Payment”.  The persons depositing monies include a director of QVCC at the time, Mr. Sunil Dutt.  Against his deposit of $2,000.00 are the words, “Share Payment”.
23. [23]
    The attachments to the affidavit, Mr. Singh affirms, are illegible, as they were.  Legible copies of the attachments were tendered as exhibits and are referred to below.^[8]
24. [24]
    Mr Prasad, Mr Singh affirms, “... committed a donation of $1000.00 for the project ...”  In support of what is said, he attaches to the affidavit an email from Mr Deo sent on 22 July 2014.  Mr Singh describes the email as providing “... a list of people who agreed to donate for the project ...” (Emphasis added)  He is incorrect.  The email contains, “[t]he update list of contribution ...” (Emphasis added).^[9]
25. [25]
    Mr Singh refers to the assertion by Mr Prasad in paragraph 1 of his affidavit donations were made separately.^[10]  He does not deny Mr Prasad donated monies for the project; he criticises him for not providing proof of the donations.  The approach adopted by QVCC to the issue typifies the approach adopted by it to one of the central issues in this and the other proceedings; were the relevant payments made by members to QVCC for the purposes stated by them or donations.  QVCC asserts they were donations.  It offers no satisfactory evidence in support of the assertion while all the available evidence in this and the other four proceedings heard on 22 and 23 November 2023 is to effect Mr Prasad and the other applicants paid the monies to QVCC for the purposes deposed to by them.
26. [26]
    Attached to Mr Singh’s affidavit is a letter addressed to the Tribunal and dated 25 November 2021, described in the opening paragraph as QVCC’s, “... statement of defense [sic.] to facilitate your understanding of our side of the case ...”^[11]  The letter was not received by the Tribunal.
27. [27]
    Under the heading “Claim by Mr Lalta Prasad is part of game plan to bring down APSQ/QVCC”, QVCC outlines the purposes and objects of APSQ and QVCC.  The letter then comments on what is describes as the “malefic intentions” of Mr Deo.^[12]
28. [28]
    The share agreement, and the authority of Mr Deo to sign the agreement for QVCC, it is asserted, is outside the jurisdiction of the Tribunal.^[13]  Reference is made to the decision of the Tribunal in Sing v Queensland Vedic Cultural Centre Pty Ltd^[14].  The issue is addressed below, under the subheading Does the Tribunal have jurisdiction to hear and decide the proceeding?^[15]
29. [29]
    It is asserted Mr Prasad did not demand repayment of the monies.^[16]  The assertion is incorrect.  He did so on about 26 February 2020.  The letter containing the demand is exhibit A6.
30. [30]
    The letter asserts the share agreement imposes no obligations on QVCC.  The assertion, once again, is incorrect.  On the face of the share agreement, QVCC is a party and, as such, is liable to refund the monies paid within ninety days.^[17]
31. [31]
    Reference is made in the letter to sections 124 – 127 of the Corporations Act 2001 (Cth) and an article on executing documents on behalf of a company by Donnie Harris Law^[18].  The letter points out the share agreement is signed by Mr Deo for QVCC but not the other directors.  The letter again refers to the decision in Singh where a claim for a refund of money under a similar share agreement was rejected by the Tribunal.^[19]

Mr Deo

32. [32]
    The applicants called Mr Deo to give evidence.
33. [33]
    He recalled proposing to the directors of QVCC the sale of shares in QVCC to fund the bank loan to purchase the Willawong property.  Mr Prasad purchased one share in 2014 and a second share in 2017.
34. [34]
    Additionally, Mr Deo said, Mr Prasad paid contributions of $120.00 per annum.
35. [35]
    In 2017 Mr Prasad increased his shareholding in QVCC to two shares.  The contributions were applied in respect of interest on the bank loan.
36. [36]
    Other directors purchased shares in QVCC.  Several directors asked for a refund of the monies paid for shares, Mr Deo said.
37. [37]
    The directors, Mr Deo said, approved the sale of shares in QVCC to fund the bank loan.  They were aware of the preparation and circulation of the share agreement.
38. [38]
    Mr. Singh was cross-examined Mr Deo.

Exhibits

39. [39]
    Eight exhibits were tendered and accepted in evidence by the Tribunal.  They are:

1. (a)
   exhibit A1: Receipted invoice number 022 QVCC to Mr and Mrs Prasad dated 9 August 2014.  The receipted invoice names as chairperson of QVCC Mr Deo and as secretary Mr Hari Chand.  The board of directors are named as Mr Mul Chand, Mr Singh, Dr Singh, Mr Dick Sen, and Mr Sunil Dutt.
2. (b)
   exhibit A2: Bank of Queensland Ltd deposit acknowledgement for two amounts, $1,000.00 and $240.00.  Against the former amount, after the applicant’s name, is printed “(share purchase)”.  Against the latter amount, after the applicant’s name, is printed “(share contribution)”.  The date of the deposit acknowledgement is unclear but appears to be 1 February 2017.
3. (c)
   exhibits A3: Bundle of Bank of Queensland Ltd deposit acknowledgements for amounts totalling $640.00.
4. (d)
   exhibit A4: The share agreement.  As has been said, the agreement is signed by Mr. Deo, described as director and secretary, for QVCC and Mr. Prasad but not the other directors parties to the agreement or APSQ.
5. (e)
   exhibit A5: QVCC’s financial statements for the year ended 30 June 2017.  The directors’ declaration has not been completed by the directors, Mr Deo, Mr Dick Sen, Dr Singh, and Mr Sunil Dutt.  Under the heading, “Share Agreement Loan”, Mr Prasad is listed for $1,120.00 in 2016 and $1,180.00 in 2017.
6. (f)
   exhibit A6: Letter Mr Prasad to QVCC dated 26 February 2020 demanding repayment of the principal sum paid by him to QVCC for the shares in QVCC and the contributions.
7. (g)
   exhibit A7: Email Mr Deo to members of QVCC sent on 27 August 2018.  The email attaches the APSQ balance sheet for the year ended 30 June 2018.  Under the heading “FIXED ASSETS”, it lists:

SHARE AGREEMENT LOAN – QVCC $170,400.00

SHARE AGREEMENT LOAN – QVCC (Hall Building) $120,945.93

The auditor’s opinion is signed by Mr Rakesh Singh and is dated 23 August 2018.

8. (h)
   exhibit A8: APSQ President’s Report for 2017 – 2018.  The document contains a building report and names “... member [sic.] who have worked numerous days during construction ...”  The directors named are Mr Deo, Mr Sunil Dutt, Mr Dick Sen, and former directors Mr Mul Chand and Mr Singh.

The Report contains a list of “pledges received”.  Mr and Mrs Padarath are listed as having pledged and given $2,000.00.

Order of 24 November 2022

40. [40]
    Following the hearing, the Tribunal ordered as follows:

1. (a)
   Dr Singh and QVCC, within 14 days of the order, file and serve on Mr Prasad by email any written submissions on which they rely;
2. (b)
   Mr Prasad, within 7 days of receipt of any submissions from Dr Singh and QVCC, file and serve on Dr Singh and QVCC by email any written submissions in response;
3. (c)
   otherwise, the decision of the Tribunal is reserved.

Further submission by QVCC

41. [41]
    QVCC, on 8 December 2022, filed further submissions.  The opening paragraph of the submission reads:

This is in reference to the decision taken by the Tribunal on 24^th November 2022, in the subject matter of Brisbane Claim 0000523/21 Lalta Prasad vs QVCC.  The matter was heard on 24^th November 2022 where the Respondent raised some issues about the proceedings.  The adjudicator considered the points raised by the respondent and made the decision as communicated to the respondent through email dated 24 November 2022.  As per the decision of the Tribunal the Respondent (QVCC) hereby submits the following facts for consideration before the Tribunal gives its decision in the matter of applicant's claim.

The submissions then provide background to the proceeding.^[20]

42. [42]
    QVCC complains Mr Rajnish Padarath, and Mr Lalta Prasad served a copy of their affidavits on QVCC, but Dr Rakesh Padarath, Mr Pranesh Pal and Mr Soneel Deo did not do so.^[21]  Thus, it is asserted, all applicants, except Mr Rajnish Padarath, deliberately caused disadvantage to QVCC by deliberately not serving their affidavits.  Mr Prasad, it is further asserted, “… deliberately annexed documents that were totally illegible hence the Respondent could not make anything out of it.”
43. [43]
    Once again, as it has in other proceedings, QVCC makes a serious allegation against a person without offering a jot of evidence to support the assertion.  We reject the assertions the parties named deliberately caused disadvantage to QVCC and deliberately withheld their affidavits, and Mr Prasad deliberately annexed documents to his affidavit that were illegible.
44. [44]
    The parties, on 19 July 2022, were directed to file and serve affidavits and specified documents.  The Tribunal further directed that other than the material specified, no further evidence or documentation will be allowed at the hearing of the proceedings.  Notwithstanding, the Tribunal, as it was entitled to do, allowed the applicants mentioned to rely on the affidavits filed but not served.  It did so for several reasons.  First, the Tribunal was satisfied the affidavits not being served was an oversight.
45. [45]
    Secondly, QVCC was offered an opportunity to read the affidavits and respond.
46. [46]
    Thirdly, the claims, over an extended period and on several occasions, were articulated by the applicants and answered by QVCC, in detail.
47. [47]
    Fourthly, several similar claims had been heard and determined by the Tribunal and the courts.  The evidence in the affidavits cannot have come as a surprise.  If it did, QVCC might have applied to the Tribunal for an adjournment to afford it an opportunity to respond.  It did not do so.
48. [48]
    Fifthly, QVCC were afforded an opportunity to file and serve submissions on which it intends to rely following the hearing of this proceeding.  It did so but without serving the submissions on Mr. Prasad.  It is disingenuous for QVCC to complain about not being served with affidavits in accordance with an order of the Tribunal and then intentionally withholding serve of submissions despite an order of the Tribunal to do so.
49. [49]
    We are satisfied QVCC was not prejudiced by not being served with the affidavits prior to the hearing of the proceedings and the applicant being allowed to rely on the affidavits notwithstanding.
50. [50]
    QVCC then complains about the Tribunal accepting copies of the share and loan agreements rather than insisting on production of the original documents.^[22]  The procedure for a proceeding is at the discretion of the Tribunal, subject to the Queensland Civil and Administrative Tribunal Act 2009 (Qld) (QCAT Act), an enabling Act, and the rules.^[23]  It is not bound by the rules of evidence, or any practices or procedures applying to courts of record, other than to the extent the tribunal adopts the rules, practices or procedures and may inform itself in any way it considers appropriate.^[24]  Without limiting section 28(3)(b), the Tribunal may admit into evidence the contents of any document despite the noncompliance with any time limit or other requirement under the Act, an enabling Act or the rules relating to the document or the service of it.^[25]
51. [51]
    The Tribunal was entitled to admit in evidence copies of the documents.  The complaint is rejected.
52. [52]
    QVCC further asserts the loan agreements were signed by “… an unnamed person against the borrower column …”  The person signing the agreements is established by the evidence as Mr Deo.  The evidence further establishes he did so with the authority and consent of QVCC, evidence we accept.
53. [53]
    The submissions then assert the share agreements are “… a fraudulently prepared document …”^[26]  The facts said to prove the fraud asserted do not do so.
54. [54]
    Clause 7 of the share agreement, it is submitted, provides that after cancellation of the share agreement the money will revert to APSQ.^[27]  The submission ignores the remainder of the clause which clearly provides the member may ask for a refund of the principal sum paid in which case the amount will be refunded within 90 days.
55. [55]
    The submissions, in paragraph 15, comment on the evidence of Mr Deo.  It complains it was not provided with a statement of Mr Deo’s evidence as required by the order of the Tribunal made 19 July 2022.  The Tribunal allowed him to give evidence notwithstanding because the effect of his evidence was well known to QVCC, he having given evidence in earlier proceedings and in the courts.
56. [56]
    QVCC also challenges the authenticity of minutes and financial statements accepted in evidence.  The challenge to the authenticity of the minutes is said to be supported by the affidavit of Mr Hari Chand affirmed 7 December 2022 exhibit S4 to the submissions.  The affidavit outlines the procedure for recording and confirming minutes, states minutes were submitted to the receiver of QVCC and refers to requests for copies of minutes by Mr Deo and the 2017 – 2018 President’s Report.  Contrary to the submission made by QVCC, Mr Chand does not depose to any minutes received in evidence being falsified if that be the allegation.
57. [57]
    It is asserted two directors, Dr Singh, and Mr Dick Sen, deny signing QVCC’s financial statements for the year ended 30 June 2017 tendered in evidence.  The assertion is said be supported by affidavits of Dr Singh affirmed 6 December 2022 and Mr Sen affirmed 7 December 2022.^[28]  The submission overstates what is said in the affidavits.  Both Dr Singh and Mr Sen do not accept the signatures on the document are their signatures because they have not been shown the original statements and they do not trust Mr Deo; they do not deny the signatures are their signatures.
58. [58]
    The submissions, in paragraph 16, comment on the conduct of Mr Deo, accusing him of acting in a fraudulent manner from the very beginning of the formation of QVCC.
59. [59]
    QVCC identifies what it says is evidence supporting a conclusion the monies paid by the applicants in the five proceedings were donations in the following terms:

The biggest claim in support of donation is that close to two hundred people have donated and only 7 - 8 people have filed the claim in QCAT as loan.  This community hall facility would not have been built if the people had not donated.^[29]

(Emphasis added)

The submissions then continue:

Another convincing point is the putting up the donation board by Jitendra Deo and hanged inside the hall building on the wall (Exhibit S10).  The attached list shows the details of the donor names and amount of donation shown on the Board (Exhibit S [presumably 11]).

60. [60]
    There is no exhibit S10.  Exhibit S11 is a list of people who have “contributed” towards the project; it does not list people who have made donations.
61. [61]
    The evidence mentioned does not support a conclusion the monies paid by the applicants to QVCC the subject of the five proceedings were donations.  We accept members made donations to QVCC.  Some members may have subscribed for shares in QVCC and lent monies to it subsequently donating the monies to QVCC.  Mr Prasad and the applicants in each of the four proceedings heard by the Tribunal on 22 and 23 November 2022 did not do so.  The overwhelming evidence, which we accept, is the monies were paid by Mr Prasad and the other applicants to QVCC for either the purchase of shares in QVCC or loans.
62. [62]
    In paragraph 19 of the submissions, QVCC asserts it is entitled to expect “... a fair and just outcome of the proceedings ...”  It then refers to sections 3, 47 and 48 of the QCAT Act.  It asks that the proceeding be dismissed.
63. [63]
    A postscript to the submissions reads:

The Respondent has not given a copy of this submission to the Applicant because the Respondent believes it is against the rule.  As per established procedure respondent is provided the last opportunity present its case.  Since the Tribunal has now closed the hearing so if a copy of respondent submission is given to the applicant, they can make any unsubstantiated claim and respondent will not have the opportunity to defend that.  However, if the Tribunal decides to reopen the hearing in that case Tribunal can either send the copy of this submission to the applicant or ask the Respondent to provide the copy to the applicant.  In this way the Respondent will have the last opportunity to prepare and present its defence.

(Emphasis added)

64. [64]
    The order of the Tribunal made 24 November 2022 directed QVCC and Dr Singh to serve any submissions on which it relies on Mr. Prasad by email.  It was not for QVCC or Dr Singh to decide whether to comply with the order.
65. [65]
    QVCC and Dr Singh complain about not being served with the affidavits of several applicants and statements of evidence of witnesses.  The Tribunal accepts the omissions were oversights on the part of the parties concerned.  Here, it was a deliberate withholding of the submissions.
66. [66]
    The Tribunal considered directing service of the submissions on Mr Prasad and, because there is reference to the other four proceedings, on the applicants in those proceedings.  However, because there was nothing new in the submissions calling for a response by Mr Prasad or the other applicants, it decided not to do so.

Discussion

Issues

67. [67]
    The issues to be determined by the Tribunal may be summarised in the following terms:

1. (a)
   does the Tribunal have jurisdiction to hear and decide the proceeding;
2. (b)
   did Mr Deo have the authority of the board of directors of QVCC to obtain funding from members to service the bank loan by the sale of shares in QVCC;
3. (c)
   were the monies paid by Mr Prasad to QVCC to purchase shares in QVCC, or donations; and
4. (d)
   is the whole or part of the monies repayable by QVCC to Mr Prasad despite the share agreement for one share being signed by Mr. Deo for QVCC and not the other directors parties to the agreement and there being no share agreement for the second share?

Share agreement

68. [68]
    The share agreement recites QVCC in conjunction with APSQ has purchased the Willawong property and intends constructing a multi-purpose community centre for religious and cultural events and educational purposes.^[30]  The recitals then continue the member, Mr Prasad, agrees to pay $1,000.00 for one share in QVCC.^[31]  Share certificates will issue following the release of director guarantees for a bank loan.^[32]
69. [69]
    The agreement provides, “SHARES/MONIES WILL BE HELD IN TRUST ...”^[33]  It further provides the member, Mr Prasad, will contribute $10.00 per month towards repayment the repayment of the loan.^[34]
70. [70]
    Clauses 6 and 7 are important.  They provide:

6. THE MEMBER MAY TERMINATE THIS AGREEMENT AT ANY TIME DURING THE TERM OF THE LOAN WHICH IS 25 YEARS PROVIDED THE MEMBER GIVES NOTICE AT LEAST 30 DAYS IN ADVANCE OF HIS/HER INTENTION TO TERMINATE THIS AGREEMENT.

7. ON TERMINATION OF THIS AGREEMENT BY THE MEMBER, THE VALUE OF THE INITIAL SHARES MADE BY THE MEMBER WILL REVERT TO APSQ INC. SHAREHOLDING.  THE MEMBER MAY ASK FOR THE REFUND OF HIS INITIAL SHARE/S VALUE AND THE REPAYMENT AND SUCH PAYMENT WILL BE MADE TO MEMBER WITHIN 90 DAYS PERIOD.  ALTERNATIVELY, THE MEMBER MAY RESELL HIS SHARES/S TO ANOTHER MEMBER.

(Emphasis added)

71. [71]
    Mr Deo for QVCC and Mr Prasad signed the share agreement.  It is not signed by the other three directors named, Mr Dick Sen, Dr Singh and Mr Sunil Dutt, and the signatures of Mr Deo and Mr Prasad are not witnessed.  The agreement is dated 10 November 2014.
72. [72]
    The sum of $1,000.00, Mr. Prasad affirms, was paid by him to QVCC for one share in QVCC on 9 August 2014.^[35]  A further sum of $1,000.00 was paid by him to QVCC for a second share in QVCC on 1 February 2017, Mr Prasad further affirms.^[36]  QVCC disputes the dates of the payments but does not dispute the payments being made.
73. [73]
    The parties did not enter a further share agreement for the second share.  Notwithstanding, having regards to the whole of the evidence, we are satisfied the second payment was made by Mr Prasad to QVCC on the same terms and conditions as the first payment.

Does the Tribunal have jurisdiction to hear and decide the proceeding?

74. [74]
    QVCC asserts the Tribunal is without jurisdiction to hear and decide the proceeding.  It relies on the ex-tempore decision of the Tribunal in Singh v Queensland Vedic Cultural Centre Pty Ltd^[37].  There, on the evidence available to it, the Tribunal decided the share agreement was invalid.  Whilst there was discussion about jurisdiction in the context of a claim under the Corporations Act, the Tribunal did not decide it was without jurisdiction.
75. [75]
    The Tribunal has jurisdiction to hear and decide a minor civil dispute.^[38]  Minor civil dispute is defined in the dictionary in schedule 3 to the QCAT Act.  Relevantly, it includes a claim to recover a debt or liquidated demand of money of up to the prescribed amount.  In Hill v Berghofer^[39], Alan Wilson J, then President of the Tribunal, said:

A ‘debt or liquidated demand’ is, as the Deputy President explained in Ziegeler t/a Ziegco Pty Ltd v Recochem Incorporated^[40], one where the amount is determined and, in effect, beyond dispute as to how it is calculated.^[41]  If the amount depends upon assessment by the court or tribunal, it is not liquidated.

76. [76]
    The prescribed amount is $25,000.00.^[42]
77. [77]
    The claim by Mr Prasad, in our opinion, falls within the definition of minor civil dispute.  The assertion is rejected.

Did Mr. Deo have the authority of the board of directors of QVCC to obtain funding from members to service the bank loan by the sale of shares in QVCC?

78. [78]
    As the Tribunal said in Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd & Ors^[43], the answer to the question turns on whether Mr Deo, as agent for QVCC, had the actual, either express or implied, or apparent authority to agree for QVCC as he did.
79. [79]
    The relevant sections of the Corporations Act 2001 (Cth) and the principles applicable to determining whether an agent has authority are set out in the reasons for decision in Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd & Ors^[44].  Taking into consideration the whole of the evidence in this proceeding and applying the same principles, we find Mr. Deo had the express actual authority of the board of directors of QVCC to agree with Mr Prasad as he did.
80. [80]
    Alternatively, the directors, as a board, stood by while Mr. Deo agreed with Mr Prasad with the consequence it granted, by implication, actual authority to agree.

Were the monies paid by Mr Prasad to QVCC to purchase shares in QVCC, or donations?

81. [81]
    Payment of the monies by Mr Prasad to QVCC is not in dispute.  QVCC, however, asserts they were not paid to purchase shares; they were donations.  They point to close to two hundred people having donated monies and only 7 - 8 people claiming a refund of monies paid.  However, evidence of what others did is not evidence the payments made by Mr Prasad to QVCC were donations.
82. [82]
    We are satisfied, to the requisite standard, the monies paid by Mr Prasad to QVCC were to purchase two shares in QVCC and for contributions.  Others may have donated monies to QVCC for the project or donated monies initial paid for shares in QVCC or as loans.  Mr. Prasad did not do so.

Is the whole or part of the monies repayable by QVCC to Mr Prasad despite the share agreement for one share being signed by Mr. Deo for QVCC and not the other directors parties to the agreement and there being no share agreement for the second share?

83. [83]
    Mr Deo, for QVCC, offered members shares in the company.  He did so with the authority and consent of the board of directors to enable QVCC to fund a bank loan.  The monies raised were paid to QVCC and applied by it for the purpose stated.
84. [84]
    Mr Prasad and Mr Deo for QVCC entered the share agreement for the first share.  The parties, however, did not enter a further share agreement for the second share.  Notwithstanding, we are satisfied the second sum of $1,000.00 was paid by Mr Prasad to QVCC, and accepted by QVCC, for the second share and was so paid on and subject to the same terms and conditions as the payment for the first share.
85. [85]
    Mr Prasad was entitled to terminate the agreements and did so on 28 February 2020^[45], asking for repayment of the principal sums and contributions.  The principal sums were repayable within ninety days.  The monthly contributions, however, are not repayable.
86. [86]
    The principal sums were not repaid.  It follows, in our opinion, the monies paid by Mr Prasad to QVCC for two shares in the company are repayable despite the share agreement not being signed for QVCC and despite there being no share agreement for the second share.

Findings

87. [87]
    Taking into consideration the whole of the evidence before the Tribunal, including the material filed by the parties, the oral evidence, and the submissions by the parties, the Tribunal finds as follows:

1. (a)
   the Tribunal has jurisdiction to hear and decide the proceeding;
2. (b)
   the board of directors of QVCC agreed to offer members shares in QVCC to fund repayment of a bank loan and interest on the loan;
3. (c)
   Mr Prasad, on about 9 August 2014, subscribed for one share in QVCC and subsequently, on about 1 February 2017, a second share.  The monies paid by Mr Prasad to QVCC were paid to purchase two shares in QVCC, they were not donations;
4. (d)
   Mr. Deo had the express actual authority of the board to agree with Mr Prasad as he did.  Alternatively, the directors, as a board, stood by while Mr Deo agreed with Mr Prasad with the consequence it granted him, by implication, actual authority to enter the agreement;
5. (e)
   Mr Deo for QVCC and Mr Prasad entered the share agreement for the first share.  The parties did not enter a further share agreement for the second share.  Notwithstanding, the second sum of $1,000.00 was paid by Mr. Prasad to QVCC, and accepted by QVCC, on and subject to the same terms and conditions as the first share;
6. (f)
   Mr. Prasad was entitled to ask for repayment of the principal sums.  He did so on about 26 February 2020.  The principal sums were not repaid within ninety days or at all; and
7. (g)
   Mr. Prasad is entitled to the order sought in respect of the principal sums totalling $2,000.00.

Decision

88. [88]
    There will be an order of the Tribunal that QVCC pay to Mr Prasad $2,123.20, $2,000.00 in respect of the shares in QVCC he agreed to purchase but did not receive together with $123.20 the fee on filing the application in the proceeding, within 14 days of this order.