Allco Funds Management Limited (Receivers and Managers Appointed) (In Liquidation) v Trust Company (RE Services) Limited (in its capacity as responsible entity and trustee of the Australian Wholesale Property Fund) [2014] NSWSC 1251 — Companies — Barrister AI
Allco Funds Management Limited (Receivers and Managers Appointed) (In Liquidation) v Trust Company (RE Services) Limited (in its capacity as responsible entity and trustee of the Australian Wholesale Property Fund)
EQUITY — COMPANIES — Fiduciary duty of directors to avoid conflicts of interest — Corporations Act 2001 (Cth) ss 181, 187 and 601FD — obligation of directors to act bona fide in the best interests of the company for a proper purpose and not improperly to use their position to gain an advantage for another person — UNCONSCIONABLE CONDUCT — Australian Securities and Investments Commission 2001 (Cth) ss 12CA and 12CB — where plaintiff held units in a registered managed investment scheme — where two of its directors were also directors of the responsible entity of the scheme — where both were subsidiaries of the same holding company — where those directors committed the plaintiff to agreements with the responsible entity which converted its equity into a loan with a fixed repayment date and then committed the plaintiff to an amending agreement which removed the fixed repayment date — whether the directors acted in a situation where their duties to both entities were in conflict — whether the directors acted bona fide in the best interests of the plaintiff and for a proper purpose — whether the responsible entity has acted and continues to act unconscionably by treating the plaintiff as a bare lender rather than an equity holder — REMEDIES — plaintiff seeks rescission of the amending agreement only — HELD — the directors were in a position of conflict — the transactions were not bona fide in the best interests of the plaintiff or for a proper purpose and they improperly used their positions to gain an advantage for another person — plaintiff entitled to rescission of the amending agreement but only on condition that the original loan agreement is also rescinded — HELD — unconscionable conduct as alleged not established
Case Details
Citation[2014] NSWSC 1251
CourtNSWSC
JurisdictionNew South Wales
Unlock so much more with Barrister AI
The full text is available to signed-in members, including the 10 later cases that cite this judgment.
2 of the 10 citing cases carry a classified treatment. How each court treated it is available to signed-in members.
