Associated Alloys Pty Limited v ACN 001 452 106 Pty Limited [The Associated Alloys Case] [2000] HCA 25

HIGH COURT OF AUSTRALIA

GAUDRON, McHUGH, GUMMOW, KIRBY AND HAYNE JJ

ASSOCIATED ALLOYS PTY LIMITED APPELLANT

AND

ACN 001 452 106 PTY LIMITED (IN LIQUIDATION)

(FORMERLY METROPOLITAN ENGINEERING

AND FABRICATIONS PTY LIMITED) & ANOR RESPONDENTS

Associated Alloys Pty Limited v ACN 001 452 106 Pty Limited

[The Associated Alloys Case]

[2000] HCA 25

11 May 2000

S65/1999

ORDER

Appeal dismissed with costs.

On appeal from the Supreme Court of New South Wales

Representation:

F M Douglas QC with W Haffenden and J A Springthorpe for the appellant (instructed by K J Minotti & Co)

B A J Coles QC with M J Cohen for the respondents (instructed by Brown & Partners)

Notice: This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.

CATCHWORDS

Associated Alloys Pty Limited v ACN 001 452 106 Pty Limited

Equity – Distinction between trust and charge – Seller supplied goods subject to retention of title clause – Total purchase price not paid – Buyer insolvent – Goods no longer ascertainable – Whether retention of title clause trust or charge – Whether trust constituted – Intentions of the parties – Relationship between trust and debt – Significance of beneficiary's qualified ability to draw upon trust property – Significance of lack of requirement in trustee to keep trust property separate – Equitable obligations of trustee – Evidentiary requirements to prove trust – Liability to account.

Corporations Law – Distinction between trust and charge – Lack of obligation in Corporations Law to register trust – Reservation of title or Romalpa clause – Effectiveness against liquidator of insolvent company.

Contracts – Romalpa clause – Construction of contractual terms – Implication of terms – Significance of considerations of inutility and commercial practicality – Relationship between contractual and equitable rights.