Fairfield Pastoral Holdings Pty Ltd v Ridge Estate Pty Ltd (No 4) [2022] FCA 1

FEDERAL COURT OF AUSTRALIA

Fairfield Pastoral Holdings Pty Ltd v Ridge Estate Pty Ltd (No 4) [2022] FCA 1 File number: SAD 312 of 2018

Judgment of: WHITE J

Date of judgment: 4 January 2022

Catchwords: CONSUMER LAW – claim of misleading and deceptive conduct pursuant to s 18 of the Australian Consumer Law arising out of a failed business venture – proposed consultancy agreement between the principal parties never executed but parties acted on the basis of the underlying arrangement – whether the consultant made false or misleading representations in relation to his intention to perform, and his performance of duties under, the arrangement – claim for recovery of consultancy payments – claim rejected. TRUST AND TRUSTEE – claim by the First Applicant for indemnity in respect of the amounts outlaid in its capacity as trustee of the Piney Ridge Trust – where the First Applicant entered into a contract to buy property and contributed funds toward the purchase price – where the first Applicant borrowed an amount secured by a mortgage over the property to complete the purchase – where the First Applicant took out a loan over equipment to complete the purchase – the First Applicant's claim for indemnity upheld – assessment of amounts to which it is entitled to indemnity. CONVEYANCING – whether a Deed removing the First Applicant as trustee of the Piney Ridge Trust and replacing it with the First Respondent is voidable under s 86 of the Law of Property Act 1936 (SA) – consideration of the term "creditor" in s 86 – whether Removal Deed constituted a conveyance – claim that the Removal Deed made with the intention of defrauding creditors upheld. AGENCY – claim that the second respondent received secret commissions from contractors engaged to work at a property at Yennora in NSW– where the Second Respondent was the on site project manager for the redevelopment of the property – several cash payments made to the Second Respondent by two contractors – consideration of the proper claimant for the payment of the secret commissions – claim based on assignment of the separate company's rights to claim the secret commission payments – absence of the pleading of the assignment – no unfairness or prejudice caused to the second respondent in allowing the claim of assignment – claim upheld. TORTS – claim of conversion and detinue over items alleged by the applicants to be property of the First Applicant – Respondents concede wrongful refusal to deliver up possession of those items – orders made. CORPORATIONS – claim for repayment of loans made to the first respondent – whether the applicants proved an outstanding balance in the loan account – claim dismissed. CORPORATIONS – claims of sham in various appointments and actions for the purpose of distancing the Second Respondent from assets and income – claims of sham not made out. INSURANCE – claim for insurance proceeds claimed by, and paid out to, the First Respondent on a policy held by the First Applicant – where the Applicants failed to show that the First Applicant had suffered any pecuniary or economic loss pursuant to s 17 of the Insurance Contracts Act 1984 (Cth) – claim dismissed. CONTRACTS – cross-claim by the Respondents for the sale price of equipment originally owned by the First Respondent and transferred to the First Applicant– whether the First Applicant had agreed to pay for the equipment – finding of agreement to transfer the equipment to the First Applicant for no consideration – cross-claim dismissed.