Queensland Judgments
Authorised Reports & Unreported Judgments
  • sclq logo
  1. Caselaw
  2. QCAT
  3. 2023
  4. Pal v Queensland Vedic Cultural Centre Pty Ltd & Anor - [2023] QCAT 223

Authorised Reports & Unreported Judgments
Exit Distraction Free Reading Mode
  • Unreported Judgment

Pal v Queensland Vedic Cultural Centre Pty Ltd & Anor[2023] QCAT 223

Pal v Queensland Vedic Cultural Centre Pty Ltd & Anor[2023] QCAT 223

QUEENSLAND CIVIL AND ADMINISTRATIVE TRIBUNAL

CITATION:

Pal v Queensland Vedic Cultural Centre Pty Ltd & Anor [2023] QCAT 223

PARTIES:

PRANESH PAL

(applicant)

v

queensland vedic cultural centre pty ltd, Abn 26700692279

mrs pranesh pal

(respondents)

APPLICATION NO:

MCDO60617/20

MATTER TYPE:

Other minor civil dispute matters

DELIVERED ON:

31 May 2023

HEARING DATE:

22 November 2022

HEARD AT:

Brisbane

DECISION OF:

Adjudicator LeMass

Adjudicator Scott-Mackenzie

ORDERS:

The first respondent, Queensland Vedic Cultural Centre Pty Ltd, pay to the applicant, Mr Pranesh Pal, $6,123.20  within 14 days of this order.

CATCHWORDS:

MINOR CIVIL DISPUTE – action for debt – where monies advanced to voluntary association – whether advances to purchase shares in voluntary association and a loan, or donations – whether director had authority of board of directors of voluntary association to raise monies as he did and enter share and loan agreements – whether share and loan agreements enforceable

Corporations Act 2001 s 126, s 127

Queensland Civil and Administrative Tribunal Act 2009 s 11, schedule 3

Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd (MCDO 60610/20)

Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd (MCDO 60610/20)

Deo v Sukhvir & Anor (MCDO 524/21)

Prasad v Singh & Anor (MCDO 523/21)

Singh v Queensland Vedic Cultural Centre Pty Ltd (MCDO 970/20, decided on 18 May 2021)

Colin R Price & Associates Pty Ltd v Four Oaks Pty Ltd [2016] FCA 764

Junker v Hepburn [2010] NSWSC 88

Prasad v Queensland Vedic Cultural Centre Pty Ltd & Ors [2022] QCATA 174

Hill v Berghofer [2011] QCATA 34

Ziegeler t/a Ziegco Pty Ltd v Recochem Incorporated [2010] QCATA 78

Spain v Union Steamship Co. of New Zealand Ltd (1923) 32 CLR 138

APPEARANCES &

REPRESENTATION:

Applicant:

Self-represented

First respondent:

Mr Sukarm Singh and Dr Sukhvir Singh

Second respondent:

Applicant

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 first respondent, Queensland Vedic Cultural Centre Pty Ltd (QVCC), pay to the applicant, Mr Pranesh Pal (Mr Pal), $6,123.20, $1,000.00 the principal sum paid by him to QVCC for one share in QVCC not issued to him, $5,000.00 a loan made by him to QVCC and $123.20 the fee on filing the application in the proceeding, within 14 days of this order.

Application

  1. [3]
    On 3 August 2020 Mr Pal made application to the Tribunal for an order that QVCC pay to him $7,000.00 together with the filing fee on the application, $123.20, a total of $7,123.20 (application).  The application contains the following explanation for the order sought:

Claiming money for Share Agreement (attached) $1000.00.  No share provided.  Payment made on 11th August 2014 (Attached bank statement no 28).  Also claiming further payment of $1000.00 shown on same bank statement on 22nd of September.  This $1000.00 was to cover my portion of the interest on the loan taken out by the Queensland Vedic Cultural Centre.  Claiming a further $5000.00 for loan provided (see loan agreement). payment shown in Bank statement number 43 dated 4th April 2018.  Additionally claiming the cost of this application.

  1. [4]
    The following documents were filed with the application:
  1. (a)
    a share agreement dated 10 November 2014 between QVCC, its directors Mr Jitendra Deo (Mr Deo), Mr Dick Sen, the second respondent, Dr Sukhvir Singh (Dr Singh) and Mr Sunil Dutt and Arya Pratinidhi Sabha of Queensland (APSQ) and Mr Pal (share agreement).  It is signed by Mr Deo and Mr Pal;
  2. (b)
    a loan agreement between Mr and Mrs Pal as lenders and Mr Deo for QVCC as borrower dated 4 April 2018 (loan agreement).  It is signed by Mr Pal and Mr Deo but not Mrs Pal;
  3. (c)
    bank statements said to evidence payment of the monies by Mr Pal to QVCC.
  1. [5]
    Mrs Pal was joined as second respondent to the proceeding.[2]

Response

  1. [6]
    On 17 August 2020 QVCC filed a response to the application (response).  In paragraph 1 of part D the orders sought by QVCC are set out in the following terms:

1.  That the relief sought is a declaration that would need to be heard in another jurisdiction.  Corporate governance related issues are outside the jurisdiction of this Hon’ble Court.  2.  The matter of claim and relief sought is subject of proceeding in The District Court of Queensland, Brisbane wide Registry No. 610/2020.  3.  Mr Jitendra Deo did not have the authority to enter into to the purported “Share Agreement” or “Loan Agreement” on behalf of the company.  Directors of the company neither gave any authority to Mr Jitendra Deo to enter into or sign any agreement on behalf of the company nor considered any proposal to issue shares or take loans from any source for the company.  4.  In the alternative any funds provided by the applicant were DONATIONS, which he is now trying to portray and claim as a debt in connivance with Mr Jitendra Deo, whose malefic intentions towards QVCC are well known.  5.  That the applicant has not provided any document or evidence, worth relying on.

  1. [7]
    Attached to the response, in a separate document, are reasons for the orders sought.  In summary, QVCC asserts:
  1. (a)
    members of QVCC have donated money to QVCC in the past and continue to do so;
  2. (b)
    the sum of $7,000.00 paid by Mr Pal to QVCC was a donation; and
  3. (c)
    Mr Deo did not have authority to enter the share and loan agreements for QVCC.
  1. [8]
    QVCC, it is to be observed, does not dispute payment of $7,000.00 by Mr Pal to it.

Statement of defence

  1. [9]
    QVCC, on 28 June 2021, filed a letter addressed to the Tribunal and described in the opening paragraph as, “... our statement of defense [sic.] to facilitate your understanding of our side of the case ...”  It again asserts the monies paid by Mr Pal to QVCC were donations, said to be established by exhibit J to the letter, a list of the members who “... have contributed to the project ...” (emphasis added).  The document does not establish the monies were loans.
  2. [10]
    The letter again asserts Mr Deo was without authority to enter the share and loan agreements for QVCC.

Additional statement of defence

  1. [11]
    On 6 September 2021 QVCC filed a letter addressed to the Tribunal and dated 3 September 2021, described as “... our additional statement of defense to facilitate your understanding of our side of the case ...”  The assertions in the letter include:
  1. (a)
    the share and loan agreements should not be accepted because of the decision in Lal v Queensland Vedic Cultural Centre Pty Ltd[3];
  2. (b)
    the agreements were not executed in accordance with section 127 of the Corporations Act 2001 (Cth);
  3. (c)
    Mr Deo did not have ostensible authority to execute the agreements;
  4. (d)
    the assumption in section 129 of Corporations Act does not apply in the circumstances here;
  5. (e)
    Mr Pal, in making the assumption under section 129(3) of the Corporations Act, was not acting bona fide; and
  6. (f)
    the Tribunal is without jurisdiction to hear and decide the proceeding.

Constitution

  1. [12]
    On 9 September 2021 QVCC filed a copy of the constitution of QVCC.

Order made 9 September 2021

  1. [13]
    On 9 September 2021 the Tribunal ordered that the proceeding be adjourned to the Registry.  It further ordered that if neither party applies to restore the proceeding for hearing within 28 days, the application will be dismissed without further notice to the parties.

Application filed by the Mr Pal on 5 October 2021

  1. [14]
    On 5 October 2021 Mr Pal made application to the Tribunal for an order that the proceeding be restored.  Filed with the application is a statement by Mr Pal to which is annexed several documents.  The contents of the statement, and the documents annexed to it, are discussed below, under the subheading Mr Pal’s affidavit[4].
  2. [15]
    QVCC filed a response to the application on 18 October 2021.  The response asserts:
  1. (a)
    the share and loan agreements are not valid agreements and should not be accepted;
  2. (b)
    Mr Pal is repeating the same arguments put to the Tribunal on 9 September 2021; and
  3. (c)
    the proceeding should be dismissed.
  1. [16]
    On 16 December 2021 the Tribunal refused to dismiss the proceeding and directed that it be listed for hearing on a date to be fixed.

Order made 19 July 2022

  1. [17]
    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 Pal filed an affidavit on 5 August 2022, affirmed by him on 2 August 2022 (Mr Pal’s affidavit).  Annexed to the affidavit is a copy of Mr Pal’s statement filed with the application on 5 October 2021[5] and copies of the documents annexed to the statement.
  2. [18]
    The affidavit was not served on QVCC.
  3. [19]
    The contents of the statement, and the documents annexed to it, are discussed below, under the subheading Mr Pal’s affidavit[6].
  4. [20]
    On 13 September 2022 QVCC filed an affidavit, affirmed by Mr Sukarm Singh (Mr Singh, not to be confused with Dr Singh who appeared on behalf of QVCC with Mr Singh), a director and the secretary of QVCC, on 8 September 2022 (Mr Singh’s affidavit).  The contents of the affidavit, and the annexures to it, are discussed below, under the subheading Mr Singh’s affidavit[7].

Order made 9 November 2022

  1. [21]
    On 9 November 2022 the Tribunal ordered that Mr Deo and Mr Rakesh Singh attend the hearing of the proceeding on 22 November 2022 to give evidence.

Further submissions by QVCC

  1. [22]
    QVCC, on 8 December 2022, filed further submissions.  It did so after the hearing of the proceeding, without the leave of the Tribunal and without serving the submissions on Mr Pal.
  2. [23]
    The opening paragraph of the submissions reads:

This is in reference to the decision taken by the Tribunal on 24th November 2022 in response the objection raised by the Respondent about the fairness of the proceedings in the light of the Tribunal Order dated 19 July 2022, in the subject matter of Brisbane Claim 0000523/21 Lalta Prasad vs QVCC.  The objection related to all claims heard by the Adjudicators.  The adjudicator considered the points raised by the respondent and made the decision as communicated to the respondent through email dated 24 November 2022.  Though this act does not alleviate the disadvantage caused to Respondent, however, 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.

  1. [24]
    As been said, on 5 August 2022 Mr Pal filed an affidavit.  Annexed to the affidavit is a copy of Mr Pal’s statement filed with the application on 5 October 2021 and copies of the documents annexed to the statement.  The affidavit was not served on QVCC as required by the order of the Tribunal.  Notwithstanding, the Tribunal allowed Mr Pal to rely on the affidavit.  It did so because QVCC had previously been given the statement[8] and had responded to it[9].
  2. [25]
    Further, and in any case, Mr Pal’s claims had been outlined, in detail, in earlier material[10] and QVCC had responded to them on several occasions, again in detail[11].
  3. [26]
    We are satisfied QVCC understood the case it had to meet.  It was not prejudiced by Mr Pal not serving the affidavit on it.
  4. [27]
    QVCC also complains about Mr Deo giving evidence without it being given a statement of evidence as required by the order.  It was on notice he would be called by Mr Pal to give evidence.  The time to object was either before or during the hearing.  It did not do so.
  5. [28]
    There have been several cases arising out of the share and loan agreements purportedly entered by QVCC, both in the Tribunal and the courts.  Mr Deo had already given evidence in Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd[12] about the agreements and his evidence 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 meet the surprise.  It did not do so.
  6. [29]
    Mr Deo was cross examined by QVCC.  We are satisfied it was not prejudiced by not having a statement of evidence.
  7. [30]
    Otherwise, nothing in the submissions is evidence not available to QVCC at the time of the hearing.  The submissions will be put to one side.

Hearing

  1. [31]
    The proceeding was heard by the Tribunal on 22 November 2022.  Mr Pal appeared in person and on behalf of his wife, the second respondent.  Mr Singh and Dr Sing appeared on behalf of QVCC.
  2. [32]
    Mr Pal and Mr Singh addressed the Tribunal and made closing submissions.

Evidence

Mr Pal’s affidavit

  1. [33]
    As has been said, Mr Pal filed an affidavit on 5 August 2022, affirmed by him on 2 August 2022.  Annexed to the affidavit is a copy of Mr Pal’s statement filed with the application on 5 October 2021 and copies of the documents annexed to the statement.[13]
  2. [34]
    Mr Pal states that on 4 April 2018 he entered the loan agreement.[14]  He lent to QVCC $5,000.00.[15]  He transferred the amount to QVCC’s bank account on 4 April 2018.[16]
  3. [35]
    The loan became due and repayable on 4 April 2020.[17]  It has not been repaid.[18]
  4. [36]
    Mr Pal asserts Mr Deo had the express authority of QVCC to execute the loan agreement.[19]  At the time, he was a director and the secretary of the QVCC, the majority shareholder[20], and described himself as chairman.[21]  He refers to documents annexed to the statement and sections 128 and 129 of the Corporations Act.[22]
  5. [37]
    There is no evidence, Mr Pal asserts, the loan was a donation.[23]
  6. [38]
    On 11 August 2014, Mr Pal states, he agreed to purchase a share in QVCC for $1,000.00 and transferred the amount to QVCC.  He transferred a further $1,000.00 on 22 September 2014.  He and QVCC entered the share agreement on 10 November 2014.  The additional $1,000.00 was for monthly payments.[24]
  7. [39]
    Mr Pal again asserts Mr Deo had the authority of QVCC to enter the share agreement.  The share has not been issued to him by QVCC.[25]
  8. [40]
    The following documents are annexed to the statement:
  1. (a)
    the loan agreement;
  2. (b)
    Mr and Mrs Pal’s bank statement for the period 23 March 2019 – 22 June 2018.  It shows a debit of the $5,000.00 on 4 April 2019.  The transaction description reads, “ANZ INTERNET BANKING FUNDS TFER TRANSFER 330602 TO QVCC LOAN P”;
  3. (c)
    Australian Securities and Investments Commission current and historical company extract for QVCC as at 20 September 2018.  The extract lists the current and former directors and secretaries of QVCC as follows:

Current directors

  • Dr Singh
  • Mr Dick Sen
  • Mr Sunil Dutt
  • Mr Deo

Current secretary

  • Mr Deo

Previous directors

  • Mr Mul Chand
  • Mr Singh

Previous secretary

  • Mr Hari Chand
  1. (d)
    email Mr Deo to members of QVCC entitled “Loans and Pledges update” sent on 25 February 2018.  Relevantly, the email reads:

...

The interest free loan of $100K which was requested from members has reached $90K since and after further request made last week Thursday 22.  Sabha needed from the members loan of $100K, Interest free for two years.

...

As you can see the target is almost met; just need another two members to help us out contributing loan of $5K ...

...

(Emphasis added)

  1. (e)
    the share agreement;
  2. (f)
    Mr and Mrs Pal’s bank statement for the period 24 June 2014 – 24 September 2014.  The statement shows a debit of $1,000.00 on 22 September 2014;
  3. (g)
    emails sent and received by Mr Yashwant Lal on and between 18 June 2020 and 3 July year 2020;
  4. (h)
    email Mr Pal to Mr Singh and Mr Dick Sen headed “Request for Loan Repayment and Share Purchase Agreement” sent on 8 June 2020 to which is attached a letter Mr Pal to QVCC dated 8 June 2020 requesting repayment of $5,000.00 under the loan agreement and $2,000.00 under the share agreement;
  5. (i)
    letter Mr Pal and others to QVCC dated 8 May 2020 requesting repayment of the loan;
  6. (j)
    emails sent and received by Mr Deo and others on 8 June 2020 headed “QVCC Loan and Share – Letter of Demand”;
  7. (k)
    emails sent and received by Mr Deo and others on and between 2 July 2021 and 1 August 2021 headed “Statement of Defense for QCAT Case Number 60617 of 2020”;
  8. (l)
    Mr and Mrs Pal’s bank statement for the period 24 June 2014 – 24 September 2014.  The bank statement is a duplicate copy of the bank statement previously referred to;
  9. (m)
    Mr and Mrs Pal’s bank statement for the period 23 March 2018 – 22 June 2018.  The bank statement is a duplicate copy of the bank statement previously referred to;
  10. (n)
    QVCC’s financial statements for the year ended 30 June 2016.  The statements show a liability of $153,471.00 in 2016 for “Share agreement – Loans”.  The notes to the statements, under the heading “Share Agreement Loan”, list Mr and Mrs Pal for $2,000.00 in 2016 and $2,000.00 in 2015.  The statements purport to be signed by Mr Deo, Dr Singh, Mr Dick Sen, and Mr Sunil Dutt;
  11. (o)
    email Mr Deo to members of QVCC sent on 25 February 2019 headed “Loans and Pledges update”.  The email is a duplicate copy of the email previously referred to;
  12. (p)
    Australian Taxation Office documents and notices of the assessment for Mr Pal;
  13. (q)
    the share agreement;
  14. (r)
    the loan agreement;
  15. (s)
    a statutory declaration by Mr Deo made 17 October 2021.  He affirms he signed the loan agreement and was a director and the secretary of QVCC from March 2014 until 2019;
  16. (t)
    affidavit of Mr Rakesh Singh affirmed 2 August 2022.  Mr Singh affirms:
  1. (i)
    he was the accountant for QVCC from 15 November 2015 until about August 2019[26];
  2. (ii)
    in about mid-2014 the committee decided to incorporate QVCC and purchase the property at 198 Learoyd Road, Willawong (Willawong property)[27];
  3. (iii)
    members of APSQ were offered shares in QVCC[28];
  4. (iv)
    at Mr Deo’s request, he assisted in preparing the financial statements for QVCC for the years 2015 – 2018 and the QVCC tax returns for the years 2015 – 2017[29];
  5. (v)
    as accountant for QVCC, he primarily took instructions from Mr Deo and received information from time to time from the Treasurer, Mr Mul Chand, and a volunteer/member, Ms Sanjeshni Deo[30];
  6. (vi)
    the financial statements were sent by him to Mr Deo and the tax returns were signed by Mr Deo.[31]  He attended the meetings of the committee and members of QVCC.  Monies paid by members to QVCC were loans and to purchaser shares.[32]  Approximately 48 individuals and APSQ “... were involved in share agreement and/or loans to QVCC Pty Ltd ...”  He estimates that by the end of the 2018 financial year the total amount funded was close to $500,000.00[33];
  7. (vii)
    to his knowledge, QVCC did not receive any donations[34];
  8. (viii)
    in about 2014 QVCC purchased the Willawong property.  It obtained a loan from the Bank of the Queensland to fund the purchase.[35]  The loan was insufficient to fund the purchase of the property and construct the community centre.  The shortfall was the reason for offering members shares in the company and asking members for loans[36]; and
  9. (ix)
    he was present at meetings of the committee of QVCC at the Willawong property and meetings of the general membership of APSQ when the development plan and financial requirements of the company were discussed[37].

Mr Singh’s affidavit

  1. [41]
    Mr Singh, in his affidavit, describes APSQ and QVCC.[38]  He then refers to the conduct of Mr Deo[39] and an interlocutory hearing by the Tribunal on 9 September 2021[40].
  2. [42]
    Mr Singh asserts that after the Willawong property was identified, donations were collected to fund the purchase of the property.[41]  Exhibit C to the affidavit, it is said, evidences Mr and Mrs Pal committing “... a contribution/Donation ...” of $1,000.00.  The exhibit is two emails, the first sent by Mr Deo on 22 July 2014.  Relevantly, it reads, “... The update list of contribution is as follows: …” and lists Mr and Mrs Pal for $1,000.00.  The email, contrary to the assertion made by Mr Singh, does not describe the monies listed as donations.  Indeed, in the second last paragraph of the email, it is said, “... Our loan process is well underway, and there is light at the end of the tunnel ...” (Emphasis added)
  3. [43]
    The second email was sent by Mr Deo on 12 August 2014.  Again, it lists the members who have “… contributed towards the project …”  The email does not suggest the contributions are donations.
  4. [44]
    Mr Singh, in paragraph 8 of his affidavit, affirms the draft share agreement was prepared by Mr Deo without consultation with the other directors and was not approved by them.
  5. [45]
    The claims made by Mr Pal, Mr Singh asserts, are outside the jurisdiction of the Tribunal.[42]  He then refers to the decision of the Tribunal in Singh v Queensland Vedic Cultural Centre Pty Ltd[43], and exhibits the transcript[44].
  6. [46]
    The directors of QVCC have not refused to issue shares to Mr Pal, Mr Singh asserts, QVCC’s bank has refused to give permission to issue any shares until the bank loan is repaid.[45]
  7. [47]
    The loan agreement, Mr Singh points out, was not signed by many of the lenders, and it is not dated or witnessed.[46]
  8. [48]
    The loan agreement accompanying the letter from Mr Pal to QVCC dated 8 May 2020 was not signed.  The loan agreement filed with the application in the proceeding was signed.  Mr Singh asserts, “… This is a very clear case of forgery of documents ...”[47]
  9. [49]
    Mr Singh then refers to other examples of “… explicit and obvious case of forgery of documents …”[48] and again asserts Mr Deo did not have authority to sign the purported loan agreement.[49]

Mr Rakesh Singh’s evidence

  1. [50]
    Mr Rakesh Singh was called by Mr Pal to give evidence.  He stated he is a public accountant and prepared the financial statements for QVCC.
  2. [51]
    About 50 people purchased shares in QVCC and lent money to the company.  The money was not reported as donations.
  3. [52]
    In cross-examination by Mr Singh, Mr Rakesh Singh said donations were made to APSQ, no donations were made to QVCC.

Mr Deo’s evidence

  1. [53]
    Mr Deo was also called the by Mr Pal to give evidence.  He stated he signed the share and loan agreements.  He was the guiding force for the project.
  2. [54]
    The members provided support for the project.  The proposal to raise funds to purchase the Willawong property by the issue of shares in QVCC and loans was discussed at a meeting on 7 July 2014.  The emails were sent to members offering shares in QVCC and asking for loans.  The members purchasing shares in QVCC made contributions to service the bank loan.
  3. [55]
    There were some donations to QVCC.  Several directors made short term loans to QVCC.  Mr Deo referred to emails sent by him to members asking for funds.

Exhibits

  1. [56]
    The following exhibits were tendered and accepted in evidence by the Tribunal:
    1. (a)
      exhibit A: Email sent by Mr Deo to members of QVCC on 9 February 2019.  Relevantly, the email reads:

As you all are aware that the construction work has begun, and we urgently require funding. Most of the pledges are paid, but few members will have to catch up.

There is still a shortfall, and due to provision for two storey building there are extra costs.

In the last executive meeting we have decided to raise funds quickly so the building construction keeps progressing.  With the available funds we have completed the BA (building application) and have enough to pay for all framing (trusses & walls), and aluminium doors and window which needs to be ordered now so it is ready in time for installation.

We need quick funding therefore it was suggested that we raise $100,000 through interest free loans from members and we can pay them back in two years time.  As you know the funds are still coming through but at its pace, so we cannot wait for that to come and hold off building.

If you are able to contribute and provide the loan for 24 months interest free up to $10,000 it will be very much appreciated.  So far we have myself, Mr & Mrs Vijendra Rai and Mr & Mrs Lalta Prasad.  We need 7 more members help.

(Emphasis added)

  1. (b)
    exhibit B: Minutes of the meeting of the executive committee of APSQ held on 4 February 2018.  The persons present at the meeting included Mr Deo[50], Mr Singh[51], Mr Mul Chand[52], Mr Hari Chand[53], Mr Dick Sen[54], Mr Sunil Dutt[55] and Dr Singh[56].  The minutes, under the heading, “QVCC Hall Project Update”, in part, read:

President requested members who are able to, to provide a loan of $10,000.00 to QVCC for a period of one or two years with interest free so that the Samaj can meet the construction costs. The following members volunteered to provide the loan - Mr Jitendra Deo $10,000.00 for two years, Mr Lalta Prasad $10,000.00 for one year and Mrs Nrmala Ray $10,000.00 for two years.

(Emphasis added)

  1. (c)
    exhibit C: Minutes of the meeting of the executive committee of APSQ held on 18 February 2018.  The persons present at the meeting included Mr Deo, Mr Singh, Mr Hari Chand, Dr Singh, Mr Dick Sen, and Mr Sunil Dutt.  The minutes record discussion about a bank loan to fund the construction of the community centre and “... various fundraising strategies to raise funds for loan repayments within the required time frame ...”
  2. (d)
    exhibit D: Email sent by Mr Deo to members of QVCC on 22 February 2018.  The email, in part, reads as follows:

In regard to funding, I am proposing Mahayaj for Sunday 8th April, and hopefully raise $20K, like last year, we will have to try our level best on this.

As you are aware that we are $100K short after going through final figures, and it was unfortunate that we spent $70K on plans, Engineers, Council fees to get this project approved, and initial quote by town planner was $33K, and its double so this took part of the budget.  Also, E.C had taken decision after my proposal to make provisions for this building to be extended to two storeys.  This took $50K more, therefore we were short of $83K, and with bit more adjustments we are $100K short.

The E.C approved that we request for interest free loan from the members for two years, and we pay them back within that period.  So far we have managed to get $60K.  (Mr & Mrs Vijendra Rai, Mr & Mrs Lalta Prasad, Mr & Mrs Murrari Lal, Mr & Mrs Sandeep Kumar, Mr & Mrs Jitendra Deo, Mr &. Mrs Rakesh Singh $5K and Anonymous $5K.  So we still need 4 or more members to help us with the loan.

Pal v Queensland Vedic Cultural Centre Pty Ltd & Anor [2023] QCAT 223The E.C. also approved that in the case we are unable to get enough funding then I will mortgage one my investment house and take loan from bank to overcome this funding.  The only thing is that the bank will charge interest and also fees, which we will have to pay.

I am sure you all agree that no interest option is best, so if you are in position to help out please let me know, even $5K is good enough, there will be written agreement signed between you and QVCC.  We need $40K more, 8 members/well wishers $5K will get us over the line.  I can assure you that funds will keep coming, but at a slow pace, but we need funds now, and as you are aware that it does not take much time to build here in Australia as most of building components come prefabricated, therefore, builder said we should get it done in next few months.

(Emphasis added)

  1. (e)
    exhibit E: Email sent by Mr Deo to members of QVCC on 23 February 2018.  The email, in part, reads as follows:

I hope you all received my previous email, and this is just follow up from yesterday’s email.

You may be aware that E.C approved that we request for interest free loan from the members for two years, and we pay them back within that period.  So far we have managed to get $60K.  (Mr & Mrs Vijendra Rai, Mr & Mrs Lalta Prasad, Mr & Mrs Murrari Lal, Mr & Mrs Sandeep Kumar, Mr & Mrs Jitendra Deo, Mr&. Mrs Rakesh Singh $5K and Anonymous $5K.

After the email I had calls and emails from 3 members who have contributed towards the loan.  The loans were provided by these members Mr Ram Padarath $5K, Mr Manoj Sharma $5K, and by a very dedicated member who wants to be anonymous $5K.  After this contribution of $15,000 yesterday the loan needed is $25,000.00.

...

Please do let me know if you can do so, and its matter of another 5 members contributing loan of $5K, and this will get us over the line.  Looking forward for your timely support.

...

(Emphasis added)

Discussion

Issues

  1. [57]
    The issues raised for determination 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)
    were the monies paid by Mr Pal to QVCC to purchase a share in QVCC and a loan, or donations;
  3. (c)
    did Mr Deo have the authority of QVCC to enter the share and loan agreements; and
  4. (d)
    are the share and loan agreements enforceable?

Share agreement

  1. [58]
    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.[57]  The recitals then continue the member agrees to pay $1,000.00 for one share in QVCC.[58]  A share certificate will issue following the release of director guarantees for a bank loan.[59]
  2. [59]
    The agreement provides, “SHARES/MONIES WILL BE HELD IN TRUST ...”[60]  It further provides the member, Mr Pal, will contribute $10.00 per month towards repayment of the loan (clause 3).[61]
  3. [60]
    Clauses 6 and 7, in the context of the proceeding before the Tribunal, are important.  They provide:
  1. 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.
  1. 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)

  1. [61]
    The agreement is signed by Mr Deo for QVCC and Mr Pal.  It is witnessed by Mr Vimal Chand.

Loan agreement

  1. [62]
    The parties to the loan agreement are described in clause 1 in the following terms:

The Lender is an individual member of Arya Pratinidhi Sabha of Queensland (APSQ) and the Borrower is Queensland Vedic Cultural Centre Pty Ltd.  The Director and Secretary is authorised to represent the Borrower in executing this Agreement.

  1. [63]
    Importantly, clauses 2 and 3 of the loan agreement provide:

Loan Amount and Interest

  1. The Lender promises to loan $5,000 AUD to the Borrower and the Borrower promises to repay this principal amount to the Lender without any interest.

Payment

  1. The loan shall be paid to the lender by 2 years’ time from the date the full amount of $5,000 is transferred into the Borrowers nominated account. (Emphasis added)
  1. [64]
    The agreement is signed by Mr Deo and Mr Pal and, once again, witnessed by Mr Chand.  It is not signed by Mrs Pal.

Jurisdiction

  1. [65]
    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[62].  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.
  2. [66]
    The Tribunal has jurisdiction to hear and decide a minor civil dispute.[63]  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[64], 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,[65], one where the amount is determined and, in effect, beyond dispute as to how it is calculated.[66]  If the amount depends upon assessment by the court or tribunal, it is not liquidated.

  1. [67]
    The prescribed amount is $25,000.00.[67]
  2. [68]
    The claim by Mr Pal, in our opinion, falls within the definition of minor civil dispute.  The assertion is rejected.

Were the monies paid by Mr Pal to QVCC to purchase a share in QVCC and a loan, or donations?

  1. [69]
    QVCC asserts the monies paid by Mr Pal to it were donations.  The evidence, however, only supports the view the monies were paid for the purposes deposed to by Mr Pal.  The evidence includes the documents filed in the Tribunal and annexed to Mr Pal’s affidavit, the sworn evidence of Mr Pal, Mr Rakesh Singh and Mr Deo and the exhibits accepted in evidence by the Tribunal.
  2. [70]
    Other members may have made donations.  The monies paid by Mr Pal, however, were to purchase one share in QVCC and a loan by Mr Pal to QVCC, and we so find.

Did Mr Deo have the authority of QVCC to enter the share and loan agreements?

  1. [71]
    It is clear from the material filed in the Tribunal and the evidence of Mr Rakesh Singh and Mr Deo the proposal for raising monies to fund the bank loan for the acquisition of the Willawong property and the construction of the community centre were discussed at meetings of the executive committee and board of directors of QVCC and agreed.  Mr Deo, at the relevant times, was the chairperson and a director of QVCC.  He was the driving force behind the project.
  2. [72]
    The positions held by Mr Deo in QVCC, without more, did not cloak him with authority to bind the company.  However, as the evidence shows, the means for raising funds to service the bank loan to acquire the Willawong property by the sale of shares in QVCC with monthly contributions, and the construction of the community centre by interest free loans for two years, were discussed and agreed at meetings of the executive committee and board of directors of QVCC.  The invitations to subscribe to shares and lend monies were sent to all members, including the directors.  The monies raised and the need for further monies were discussed in further emails sent to members, including the directors, and at meetings of the executive committee and board of directors.  Ultimately, the transactions were documented in the share and loan agreements and reported in the financial statements of the company.
  3. [73]
    The documents evidencing the discussions and agreements include:
  1. (a)
    exhibit A: Email sent by Mr Deo to members of QVCC on 9 February 2019;
  2. (b)
    exhibit B: Minutes of the meeting of the executive committee of APSQ held on 4 February 2018.  The directors of QVCC at the time present at the meeting included Mr Deo, Mr Singh, Mr Dick Sen, Mr Sunil Dutt, and Dr Singh;
  3. (c)
    exhibit C: Minutes of the meeting of the executive committee of APSQ held on 18 February 2018.  The directors of QVCC at the time present at the meeting included Mr Deo, Mr Singh, Dr Singh, Mr Dick Sen, and Mr Sunil Dutt; 
  4. (d)
    exhibit D: Email sent by Mr Deo to members of QVCC on 22 February 2018; 
  5. (e)
    exhibit E: Email sent by Mr Deo to members of QVCC on 23 February 2018.
  1. [74]
    The constitution of QVCC is in evidence.  It was not suggested by QVCC there is a limit on the powers of directors, whether in the constitutional or by resolution of directors.
  2. [75]
    The relationship between the parties was one of a cultural and religious organisation and its members.  The purposes of the transactions were as stated.  The authority given Mr Deo was to perfect the arrangements discussed and agreed by the executive committee and board of directors.  He did so openly and in the manner agree by the board.
  3. [76]
    As the Tribunal said in Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd & Ors[68], whether Mr Deo have the authority of QVCC to enter the share and loan agreements turns on whether Mr Deo, as agent for QVCC, had actual, either express or implied, or apparent authority to enter the agreements for QVCC.  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[69].  Taking into consideration 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 enter the agreements.
  4. [77]
    Alternatively, the directors as a board, stood by while Mr Deo entered the agreements with the consequence it granted, by implication, actual authority to enter the agreements.

Are the share and loan agreements enforceable?

  1. [78]
    The share agreement provides it may be terminated (clause 6 of the share agreement).  It was terminated by Mr Pal.  It follows, by virtue of the clause 7, he is entitled to a refund of the initial shares’ value, $1,000.00, but not the monthly contributions.
  2. [79]
    The loan was repayable without interest within two years (clauses 2 and 3 of the loan agreement).  It was not repaid within the time specified or at all, despite demand.
  3. [80]
    Even if we are wrong and the agreements are unenforceable, there is more than sufficient evidence of the payment of the monies, the terms on which they were paid and are repayable.  The invalidity of the agreements does not render the monies donations and they are recoverable by Mr Pal in accordance with the terms agreed between the parties.

Earlier decisions

  1. [81]
    QVCC relies on the decision in Singh v Queensland Vedic Cultural Centre Pty Ltd[70].  A decision arising out of similar facts to the facts in this proceeding also of some relevance is that of the Appeal Tribunal in Prasad v Queensland Vedic Cultural Centre Pty Ltd & Ors[71].
  2. [82]
    The decisions are distinguishable and of no assistance in this proceeding.

Summary of findings

  1. [83]
    In summary, taking into consideration the whole of the evidence before it, 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 executive committee and board of directors of QVCC agreed to offer members shares in QVCC to fund repayment of a bank loan and interest on the loan and to borrow monies from members interest free for a term of two years to fund the construction of the community centre;
  3. (c)
    on 12 August 2014 Mr Pal paid to QVCC $3,360.00, $3,000.00 for three shares in QVCC and $360.00 for monthly contributions;
  4. (d)
    on 10 November 2014 Mr Pal and Mr Deo for QVCC signed the share agreement;
  5. (e)
    on 4 April 2018 Mr Pal lent to QVCC $5,000.00 interest free for two years;
  6. (f)
    Mr Pal as lender and Mr Deo for QVCC as borrower signed the loan agreement on 4 April 2018;
  7. (g)
    the monies paid by Mr Pal to QVCC were paid for the purposes stated by Mr Pal, they were not donations;
  8. (h)
    Mr Deo had the express actual authority of the board of directors of QVCC to enter the share and loan agreements.  Alternatively, the directors, as a board, stood by while Mr Deo entered the agreements with the consequence it granted, by implication, actual authority to enter the agreements; and
  9. (i)
    Mr Pal was entitled to ask for repayment of the principal sum paid for the share not issued to him and did so.  The principal sum was not repaid within ninety days or at all.  The term of the loan has ended.  The monies have not been repaid, despite demand.
  1. [84]
    It follows Mr Pal is entitled to the order sought by him in respect of the principal sum paid to QVCC for the share in QVCC not issued to him and he is entitled to the order sought by him in respect of the money lent to QVCC.

Decision

  1. [85]
    The decision of the Tribunal is that the first respondent, Queensland Vedic Cultural Centre Pty Ltd, pay to the applicant, Mr Pranesh Pal, $6,123.20, $1,000.00 the principal sum paid by him to QVCC for one share in QVCC not issued to him, $5,000.00 a loan made by him to QVCC and $123.20 the fee on filing the application in the proceeding, within 14 days of this order.

Footnotes

[1]Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd & Ors (MCDO 60589/20); Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd (MCDO 60610/20); Deo v Sukhvir & Anor (MCDO 524/21); Prasad v Singh & Anor (MCDO 523/21).

[2] Order of the Tribunal made 2 July 2021.

[3] MCDO 60529/20.

[4] See paragraphs [33] – [40] of these reasons for decision.

[5] See paragraph [14] of these reasons for decision.

[6] See paragraphs [33] – [40] of these reasons for decision.

[7] See paragraphs [41] – [49] of these reasons for decision.

[8] See paragraph [14] of these reasons for decision.

[9] See paragraph [15] of these reasons for decision.

[10] See paragraphs [3], [4] and [14]of these reasons for decision.

[11] See paragraphs [6], [7], [9] - [11] and [15] of these reasons for decision.

[12] (supra)

[13] See paragraph [14] of these reasons for decision.

[14] Paragraph 1 of the statement.

[15] Paragraph 2 of the statement.

[16] Paragraph 4 of the statement.

[17] Paragraph 5 of the statement.

[18] Paragraph 6 of the statement.

[19] Paragraph 7(a) of the statement.

[20] Paragraph 7(b) of the statement.

[21] Paragraph 7(c) of the statement.

[22] Paragraphs 7(c) – (k) of the statement.

[23] Paragraphs 8 and 9 of the statement.

[24] Paragraph 10 of the statement.

[25] Paragraph 10 of the statement.

[26] Paragraph 1 of the affidavit.

[27] Paragraph 2 of the affidavit.

[28] Paragraph 3 of the affidavit.

[29] Paragraph 4 of the affidavit.

[30] Paragraph 5 of the affidavit.

[31]  Paragraphs 6 and 7 of the affidavit.

[32] Paragraph 8 of the affidavit.

[33] Paragraph 9 of the affidavit.

[34] Paragraph 10 of the affidavit.

[35] Paragraph 11 of the affidavit.

[36] Paragraph 12 of the affidavit.

[37] Paragraph 13 of the affidavit.

[38] Paragraph 2 of Mr Singh’s affidavit.

[39] Paragraphs 2 – 4 of Mr Singh’s affidavit.

[40] Paragraph 6 of Mr Singh’s affidavit.

[41] Paragraph 7 of Mr Singh’s affidavit.

[42] Paragraph 9 of Mr Singh’s affidavit.

[43] MCDO 907/20.

[44] exhibit E to Mr Singh’s affidavit.

[45] Paragraph 11 of Mr Singh’s affidavit.

[46] Paragraph 15 of Mr Singh’s affidavit.

[47] Paragraph 17 of Mr Singh’s affidavit.

[48] Paragraphs 18 and 19 of Mr Singh’s affidavit.

[49] Paragraph 20 of Mr Singh’s affidavit.

[50] Appointed as a director on 14 July 2014 and the secretary on 4 August 2014.

[51] A director from 14 July 2014 until 4 August 2014.

[52] A director from 14 July 2014 until 4 August 2014.

[53] The secretary from 14 July 2014 until 4 August 2014.

[54] Appointed as a director on 23 July 2014.

[55]  Appointed as a director on 23 July 2014.

[56] Appointed as a director on 23 July 2014.

[57]  Recitals 1 and 2 of the share agreement.

[58]  Recital 3 of the share agreement.

[59]  Recital 8 of the share agreement.

[60]  Clause 1 of the share agreement.

[61]  Clause 3 of the share agreement.

[62]  (supra).

[63] Section 11 of the Queensland Civil and Administrative Tribunal Act 2009 (QCAT Act).

[64] [2011] QCATA 34, at [7].

[65] [2010] QCATA 78.

[66]Spain v Union Steamship Co. of New Zealand Ltd (1923) 32 CLR 138.

[67] Prescribed amount is defined in the dictionary in schedule 3 to the QCAT Act.

[68] (supra), at [89].

[69] See paragraphs [70] – [74] of the reasons for decision in Padarath & Anor v Queensland Vedic Cultural Centre Pty Ltd (supra).

[70] (supra).

[71] [2022] QCATA 174.

Close

Editorial Notes

  • Published Case Name:

    Pal v Queensland Vedic Cultural Centre Pty Ltd & Anor

  • Shortened Case Name:

    Pal v Queensland Vedic Cultural Centre Pty Ltd & Anor

  • MNC:

    [2023] QCAT 223

  • Court:

    QCAT

  • Judge(s):

    Adjudicator LeMass, Adjudicator Scott-Mackenzie

  • Date:

    31 May 2023

Appeal Status

Please note, appeal data is presently unavailable for this judgment. This judgment may have been the subject of an appeal.

Cases Cited

Case NameFull CitationFrequency
Colin R Price & Associates Pty Ltd v Four Oaks Pty Ltd [2016] FCA 764
1 citation
Jump To
Cite 1 - [2016] FCA 764
Hill v Berghofer [2011] QCATA 34
2 citations
Jump To
Cite 1 - [2011] QCATA 34
Cite 2 - [2011] QCATA 34
Junker v Hepburn [2010] NSWSC 88
1 citation
Jump To
Cite 1 - [2010] NSWSC 88
Prasad v Queensland Vedic Cultural Centre [2022] QCATA 174
2 citations
Jump To
Cite 1 - [2022] QCATA 174
Cite 2 - [2022] QCATA 174
Spain v Union Steamship Co. of New Zealand Ltd. (1923) 32 CLR 138
2 citations
Jump To
Cite 1 - (1923) 32 CLR 138
Cite 2 - (1923) 32 CLR 138
Ziegeler t/a Ziegco Pty Ltd v Recochem Incorporated [2010] QCATA 78
2 citations
Jump To
Cite 1 - [2010] QCATA 78
Cite 2 - [2010] QCATA 78

Cases Citing

No judgments on Queensland Judgments cite this judgment.

1

Require Technical Assistance?

Message sent!

Thanks for reaching out! Someone from our team will get back to you soon.

Message not sent!

Something went wrong. Please try again.