Queensland Nickel Pty Ltd (in liq) v QNI Metals Ltd & Ors

[2021] QCA 138

Queensland Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Equity
2. › Trusts and Trustees
3. › Express trusts constituted inter vivos
4. › Bare trust distinguished from trust with active duties
5. › Joint venture manager holding funds in bank account
6. › Whether manager held funds on bare trust or trust with active duties
7. › Whether trust could be 'collapsed' by beneficiaries directing payment to third party while joint venture expenses remained unpaid
1. Contract
2. › General contractual principles
3. › Parties to contract
4. › Identification of parties to loan agreement
5. › Whether joint venture manager or joint venture companies were the lender
6. › Primacy of objective documentary evidence over subjective understanding of accounting witnesses
1. Contract
2. › Construction of contracts
3. › Joint venture agreements
4. › Construction of clause providing for manager to hold funds in bank account
5. › Distinction between legal and beneficial ownership
6. › Whether language of agreement created trust relationship

Quick Take

A manager holding funds subject to active duties (investment, disbursement, record-keeping) under a joint venture agreement is a trustee with active duties, not a bare trustee, and the trust cannot be 'collapsed' by beneficiaries while trust obligations remain unfulfilled.