Diversa Pty Ltd v Taiping Trustees Limited [2022] FCA 316

Federal Court of Australia

Diversa Pty Ltd v Taiping Trustees Limited [2022] FCA 316 File number: VID 517 of 2020

Judgment of: BEACH J

Date of judgment: 31 March 2022

Catchwords: FINANCE AND SECURITIES – corporate finance – security interest in shares – competing priorities – general security deeds – AllPAP security interests – secured promissory notes – security interests under the Personal Property Securities Act 2009 (Cth) (PPSA) – security interests under the general law – pledge – equitable mortgage over shares by deposit of title deeds – imperfect security interest under PPSA – re-perfection of security interest – operation of definition of "security interest" under s 12 – perfection of interest under s 21 – perfection by registration under s 57 – operation of s 8(1)(c) concerning exclusion of interests – application of s 73 to priority dispute – security interest in proceeds of share sale – transfer of collateral – temporary perfection of security interest on transfer of collateral – operation of s 34(1) – meaning of "proceeds" under s 31 – attachment of security to proceeds of sale – operation of s 32(1)(b) – operation of ss 33(1), 57(1), (2A) and (3) concerning perfection of security interest – operation of waterfall allocation protocol under s 140 – operation and effect of s 68(1) concerning re-perfection

Legislation: Corporations Act 2001 (Cth) ss 127(1), 129(5), 129(6), 187, 436A, 436C Personal Property Securities Act 2009 (Cth) ss 8, 10, 12, 13, 18(1), 19(2), 19(5), 20(1)(a), 20(1)(b), 21, 24(6), 27, 31, 32, 33(1)(a), 34, 46, 49, 55, 57, 68, 73, 116, 140, 151(1), 153(1), 254(1), 273, 296, 297, 298(1), 300 Personal Property Securities Regulations 2010 (Cth), Sch 1, Pt 2, reg 2.4