WXT & Anor v HVY & Anor

[2026] QSC 77

Supreme Court of Queensland

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For Australian Law.

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Interrogate

Catchwords

1. Contract
2. › Formation of contractual relations
3. › Matters not giving rise to binding contract
4. › Vagueness and uncertainty
5. › Oral arrangement or understanding
6. › Whether certainty as to terms sufficient to constitute legally binding contract
7. › Whether contract arose from course of conduct over extended period
8. › Whether both parties considered themselves bound
1. Equity
2. › Trusts and trustees
3. › Implied trusts
4. › Constructive trusts
5. › Common intention constructive trust
6. › Acting to detriment
7. › Whether party induced to adopt assumption or expectation of beneficial interest
8. › Whether reliance and detriment established
9. › Whether unconscionable to deny interest
1. Equity
2. › Trusts and trustees
3. › Breach of fiduciary obligations
4. › Constructive trustee
5. › Transfer of trust property for personal benefit
6. › Withholding dividend payments from beneficiary
7. › Equitable compensation
1. Limitation of Actions
2. › Limitation of particular actions
3. › Trusts and deceased estates
4. › Actions in respect of trust property and breaches of trust
5. › Whether equitable claim statute barred by analogy with contract
6. › Distinction between institutional and remedial constructive trust
7. › Whether s 27(1) excludes limitation period for recovery of trust property from trustee
8. › Limitation of Actions Act 1974 (Qld), ss 10, 27

Quick Take

An oral arrangement or understanding for a person to receive a shareholding interest in a company, which lacks sufficient certainty of terms to constitute an enforceable contract, may nonetheless give rise to an institutional constructive trust where the promisee relied on the arrangement to their detriment and it would be unconscionable for the promisor to deny the interest. Where such an institutional constructive trust exists, s 27(1) of the Limitation of Actions Act 1974 (Qld) excludes any limitation period for recovery of trust property or its proceeds from the trustee. Where a company's business has been sold and its earning capacity has ceased, the net asset value method is appropriate for valuing shares for the purpose of equitable compensation.