A mortgagee's equitable duty of good faith co-exists with the statutory duty under s 85 of the Property Law Act 1974 (Qld) and is not subsumed by it; a sale by a mortgagee to a related company will be set aside where the primary purpose was to benefit the related company rather than to recover the mortgage debt, even if the sale was at market value. Fiduciary obligations do not arise from mere unconcluded negotiations for a joint venture where the negotiations are commercial, at arm's length, and no mutual trust and confidence, reliance, or undertaking to act in the other's interests is established. Unaccepted offers in a competitive tender process are not automatically inadmissible as evidence of market value.
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