Goldus Pty Ltd (Subject to a Deed of Company Arrangement) v Cummins (No 4) [2021] FCA 1095

Federal Court of Australia

Goldus Pty Ltd (Subject to a Deed of Company Arrangement) v Cummins (No 4) [2021] FCA 1095 File number: NSD 461 of 2020

Judgment of: COLVIN J

Date of judgment: 10 September 2021

Catchwords: CORPORATIONS - application for declarations that mining tenements held by plaintiff not subject of security interest in favour of fourth defendant - application for declarations that fourth defendant not taken valid control or possession of tenements - where fourth defendant and plaintiff entered into joint venture agreement to carry out exploration and mining for alluvial minerals on mining tenements - where plaintiff and fourth defendant entered into deed of cross security - whether mining tenements property of the joint venture - whether defaults by plaintiff under the joint venture agreement - whether party in default under joint venture agreement able to take action against another defaulting party - whether fourth defendant entitled to enforce security under deed of cross security on basis of default by plaintiff - whether controllers and receivers validly appointed CORPORATIONS - cross-claim for declarations that appointments of controller, receivers and managers valid and fourth defendant entitled to mining tenements or interest in them EQUITY - application by cross-claimants for transfer of shares in company - where cross-claimants claim that default by company in failing to pay funds created 'locked box' in respect of company's assets - where cross-defendants used funds to acquire shares in company instead of paying into bank account in accordance with security deed requirements - whether control event occurred and triggered locked box provisions - whether cross-claimants entitled to trace proprietary interest into acquired shares - consideration of tracing principles