Australian Securities & Investments Commission v GDK Financial Solutions Pty Ltd (in liq) & Ors [2010] FCA 710

FEDERAL COURT OF AUSTRALIA

Australian Securities & Investments Commission v GDK Financial Solutions Pty Ltd (in liq) & Ors [2010] FCA 710 Citation: Australian Securities & Investments Commission v GDK Financial Solutions Pty Ltd (in liq) & Ors [2010] FCA 710

Parties: AUSTRALIAN SECURITIES & INVESTMENTS COMMISSION v GDK FINANCIAL SOLUTIONS PTY LTD (IN LIQUIDATION) ACN 085 488 311 , WINDSOR VILLAGE MANAGEMENT PTY LTD (IN LIQUIDATION) ACN 088 339 913, WESTERN RETIREMENT VILLAGE MANAGEMENT PTY LTD (IN LIQUIDATION) ACN 091 443 239, THE MEWS VILLAGE NOMINEES PTY LTD (IN LIQUIDATION) ACN 091 526 224, PERIDON MANAGEMENT PTY LTD (IN LIQUIDATION) ACN 088 322 276, ROSEDALE VILLAGE NOMINEES PTY LTD (IN LIQUIDATION) ACN 089 667 096, PETER HASTINGS WARNE, RENTAL FLEETS AUSTRALIA PTY LTD ACN 082 558 978, JOHN MONTGOMERIE, ANDREW REGINALD YEO, GUISEPPE DE SIMONE, SEACHANGE MANAGEMENT PTY LTD ACN 091 443 211, ZMB AUSTRALIA PTY LTD ACN 105 746 067, YOUNG TURKS PTY LTD ACN 005 872 122 and TOUMA PTY LTD ACN 124 195 366

File number: VID 590 of 2006

Judge: GRAY J

Date of judgment: 8 July 2010

Catchwords: CONTRACT – terms – construction – deed of purchase – purchase of interests of investors in unregistered managed investment scheme which was being wound up by the Court – terms of purchase deed expressed to include whole of entitlement of vendor in relation to scheme – whether deed effective to transfer equitable interests claimed by vendor in relation to land which was an asset of scheme, which vendor claimed to hold in priority to claims of investors in scheme – examination of circumstances surrounding entry into purchase deed – application of objective test – whether course of negotiations would have led reasonable people to regard subject matter of purchase as including all entitlements of vendor