Member Info for MassiveRay

If GST/Semnet were trying to resist a stay, the most persuasive evidence would generally be evidence showing that the court claims are genuinely independent of the SPA, rather than simply SPA disputes relabelled as fiduciary-duty or confidence claims.

Examples could include:

1. Evidence of misconduct after the SPA completion

For example:

emails showing a former manager diverted customers after the acquisition;

evidence of unauthorized payments;

misuse of company bank accounts;

transfer of company assets or opportunities.

This tends to support the argument that the duties breached arose from management roles, not from the SPA.

2. Evidence that the former manager owed separate fiduciary duties

Such as:

employment agreements;

appointment letters;

board resolutions;

company constitutions;

internal governance documents.

These documents can show duties owed directly to Semnet independent of the SPA.

3. Evidence involving non-signatories

If key alleged wrongdoing was committed by someone who never signed the SPA, the claimant might argue:

"The central defendant is not bound by the arbitration agreement."

The more important that person's conduct is to the case, the stronger that argument can become.

4. Evidence that the damages arise from operational misconduct

For example:

customer losses;

diverted revenue;

hidden transactions;

improper management decisions.

If the loss is tied to business operations rather than the sale transaction itself, the claimant's position may strengthen.

5. Evidence that the fiduciary-duty claims stand alone

A court may ask:

"If the SPA had never existed, would this claim still exist?"

If the answer is yes, that can support refusing a stay.

For example:

A manager secretly competing with the company.

A manager misappropriating confidential information.

A manager diverting contracts.

Those claims can exist regardless of any SPA.

What evidence is that?

"She is mainly looking at jurisdictional evidence, such as

The actual wording of the SPA and the arbitration clause.

Whether the claims are related to the SPA or not.

Procedural history (arbitration notice, mediation, etc.)."

Well that's a load of rubbish chaebol, you forgot to add written submissions and affidavits, witness statements and exhibits... it's much more nuanced than you've been betraying bud. X

So yes chaebol they will indeed be seeing and reviewing evidence from both sides.. You're welcome.

Not quite what you alluded to is it buddy? Apparently they will be seeing evidence from both sides.

Yes. If this was a stay application heard by an Assistant Registrar (or equivalent judicial officer), the decision would ordinarily be based on the materials filed by both sides.

Typically, before the hearing, each side would file:

affidavits or witness statements (depending on the procedure used),

exhibits (such as the SPA, arbitration notice, pleadings, correspondence, mediation documents where admissible),

written submissions,

legal authorities.

At the hearing on 26 May, the Assistant Registrar would normally:

Read the filed evidence from both parties.

Consider the written legal arguments.

Hear oral submissions from both sets of lawyers.

Ask questions about disputed issues such as:

whether the claims fall within the arbitration clause;

whether the non-signatory former manager changes the analysis;

whether the fiduciary-duty claims are independent of the SPA;

whether a full stay, partial stay, or no stay is appropriate.

One important point: a stay application is usually not a trial on the merits.

The Assistant Registrar would generally not be deciding:

whether the sellers actually breached duties;

whether the fiduciary allegations are true;

whether the US$4.2m claim succeeds.

Instead, the focus is usually:

"Where should these disputes be heard?"

So the evidence is reviewed, but primarily to determine the nature of the claims and whether they fall within the arbitration agreement.

If the SPA and arbitration clause were put before the court, and if GST/Semnet argued that the fiduciary-duty claims are independent while the sellers argued the entire dispute is SPA-related, the Assistant Registrar would have had the benefit of hearing both positions before making a decision.

The fact that the hearing was virtual does not change that. A virtual hearing is still a formal court hearing, and the judicial officer would be expected to consider the filed evidence and submissions from all parties before ruling

"She is mainly looking at jurisdictional evidence, such as

The actual wording of the SPA and the arbitration clause."

By saying this biased nonsense she will not be interested in seeing why the plaintiff might have a broader case outside of the SPA.. how can they determine just the SPA merits without looking what's outside of it? . Give your head a wobble bud.

Have a nice weekend all.

Indeed and the judgment means you pay the other sides costs. But it's not a judgement lol

Chaebol for the last time.

The stay application isn't guaranteed just because you made the application. Therefore obviously elements will have to be looked at to decide on the outcome of the stay application. So it stands to reason the plaintiff will have a defence of this stay application. Otherwise the system doesn't work and stay applications are essentially guaranteed.

So therefore chabs engage your brain as the presiding judge does actually look at evidence from both parties contrary to what you said earlier.

So which one is it chbs? Is the stay application guaranteed or does the judge look at the widened summons outside of the SPA ?

Have you ever heard of gaslighting chaebol?

So what you're saying is any plaintiff in a summons has a guaranteed way to have a case fully stayed by just making the application? And if not the judge has to obviously examin if the stay application has merits vs the plaintiff widened summons?

But full stay and then its big big big bills its clear GST are trying to get zheng Zhu to settle and its failed lol How long can GST fight this case for.

Why did you mention this for chbs ?

You keep moving the goal post when it comes to committing to the nonsense you write.

Come on chbs take the bet if you know what youre talking about?

How about we do this chb

I have honoured this bet before.

You say full stay and 90% certain

I say partial stay.

Loser doesn't post for a month?

Can't believe you wrote that nonsense chbs.

Now you're saying the the plaintiff can't supply the judge evidence why the summons is outside of the narrow SPA lol

Im surprised you dont understand the basics

1. The plaintiff has made the summons for high court action and widened the case outside of the SPA.

2. Defendants has made a stay application at the high.

3. Both parties will give their evidence.

4. The judge will make a ruling.

Now unless you're privy to the evidence we dont and cant know the outcome until the ruling is official.

Serious question chaebol, do you know what evidence gst has provided the judge ?

The case had been widened outside of the SPA

Best outcome

Full stay rejected

Next best partial stay keeps the case public.

So definitely not the worst outcome.

It's not a mini trial, the defendants application to stay the case can absolutely be contested from the plaintiff by providing evidence the case shouldn't be stayed by providing evidence proving there are elements outside of the Narrow SPA which is why I lean on partial stay outcome.