Montevento Holdings Pty Ltd v Scaffidi Holdings Pty Ltd [No 2]

[2010] WASC 180

Supreme Court of Western Australia

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Interrogate

Catchwords

1. Corporations
2. › Separate legal personality
3. › Piercing the corporate veil
4. › Whether corporate veil should be pierced to identify company with its sole director and shareholder
5. › Whether company controlled by trust beneficiary ineligible for appointment as trustee where trust deed prohibits individual beneficiaries from being trustees
1. Trusts and Trustees
2. › Appointment of trustee
3. › Eligibility
4. › Trust deed prohibiting individual beneficiary from appointment as trustee
5. › Whether prohibition extends to corporation controlled by beneficiary
6. › Trustees Act 1962 (WA), s 77, s 78
1. Trusts and Trustees
2. › Removal of trustee
3. › Welfare of beneficiaries
4. › Whether animosity between beneficiaries justifies removal
5. › Whether trustee should be removed absent evidence of breach of trust or jeopardy to trust estate
6. › Trustees Act 1962 (WA), s 77
1. Practice and Procedure
2. › Costs
3. › Solicitors acting without authority
4. › Proceedings instituted on behalf of corporation without proper authority of board
5. › Whether solicitors personally liable for costs
6. › Right of indemnity against person who gave unauthorised instructions

Quick Take

A trust deed clause prohibiting an individual beneficiary from being appointed trustee does not extend to a corporation controlled by that beneficiary, and the corporate veil will not be pierced merely because the trustee company is a single-director, single-shareholder entity controlled by a beneficiary. Animosity between beneficiaries does not justify removal of a trustee absent evidence of breach of trust or jeopardy to the trust estate. Solicitors who act for a corporation on instructions from a person without proper authority from the board may be ordered to pay costs personally.