M Resources Trading Pty Ltd v Australian Pacific Coal Ltd (Receivers Appointed)

[2026] QCA 150

Queensland Court of Appeal

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For Australian Law.

Where a debt arises under a new agreement (here a deed of assignment and restated agreement) with different parties and circumstances from an earlier agreement, an arguable breach of fiduciary duty relating to the earlier agreement does not automatically taint the later agreement; the applicant must adduce evidence supporting an arguable breach in relation to the agreement actually giving rise to the debt.
A nominee director's mere nomination by a party does not, of itself, give rise to a conflict of interest; there must be evidence of a real or substantial possibility of conflict, assessed contextually, and the conflict must be connected to the transaction under challenge.
An assertion that an agreement is voidable for breach of fiduciary duty does not establish a genuine dispute as to a debt owing under that agreement where no rescission has been effected or foreshadowed within the 21-day period under s 459G(2) of the Corporations Act, and a dispute resolution ground not raised in the supporting affidavit filed within time cannot be relied upon as 'some other reason' under s 459J.