Manda Capital Holdings Pty Ltd v Pappas

[2024] VSC 495

Supreme Court of Victoria

Built by Barristers,
For Australian Law.

1. Practice and Procedure
2. › Freezing Orders
3. › Third party freezing order — good arguable case test
1. Practice and Procedure
2. › Freezing Orders
3. › Risk of dissipation — danger that prospective judgment unsatisfied
1. Personal Property Securities
2. › Security Interest
3. › Attachment to collateral — bare trust — PPSA ss 19, 20
1. Personal Property Securities
2. › Taking Free
3. › Investment instruments — s 50 PPSA — constructive knowledge — s 297, s 299 household presumption

Where a guarantor enters a deed of guarantee in specified capacities (own capacity and as trustee of a named trust), the guarantee charge does not extend to assets held by the guarantor as bare trustee under a separate, undisclosed trust established before the guarantee, even where the guarantee contains a clause applying to trusts 'whether or not disclosed to the Lender'.
Under s 299(2) of the PPSA, where a transferee is a member of the same household as the transferor, actual or constructive knowledge of breach of the security agreement and absence of value are presumed unless the contrary is shown beyond reasonable doubt; on the facts, the third defendant's evidence did not discharge that onus.
ASIC Form 484 filings recording share transfers carry prima facie evidentiary status under s 1274B(2) of the Corporations Act 2001 and are not displaced by a share register or hearsay evidence where neither the transferor nor transferee directly addresses the recorded transfers in their evidence.