Westfield Management Limited v AMP Capital Property Nominees Limited [2012] HCA 54

HIGH COURT OF AUSTRALIA

FRENCH CJ, HEYDON, CRENNAN, KIEFEL AND BELL JJ

WESTFIELD MANAGEMENT LIMITED AS TRUSTEE FOR THE WESTART TRUST APPELLANT

AND

AMP CAPITAL PROPERTY NOMINEES LIMITED AS NOMINEE OF UNISUPER LIMITED IN ITS CAPACITY AS TRUSTEE OF THE COMPLYING SUPERANNUATION FUND KNOWN AS UNISUPER & ANOR RESPONDENTS

Westfield Management Limited v AMP Capital Property Nominees Limited [2012] HCA 54 5 December 2012 S181/2012

ORDER

Appeal dismissed with costs.

On appeal from the Supreme Court of New South Wales

Representation

B W Walker SC with J Potts and J Hewitt for the appellant (instructed by Speed and Stracey Lawyers)

D F Jackson QC with M I Borsky and W A D Edwards for the respondents (instructed by Allens Lawyers)

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

CATCHWORDS

Westfield Management Limited v AMP Capital Property Nominees Limited

Contract law – Interpretation – Unitholders' agreement prohibited sale of trust property without unitholders' prior written consent – Whether prohibition on sale without consent fettered unitholder's right to vote for extraordinary resolution to wind up managed investment scheme under s 601NB of the Corporations Act 2001 (Cth).

Corporations law – Managed investment scheme – Trust registered as managed investment scheme under Ch 5C of the Corporations Act – Injunction obtained restraining majority unitholder from voting for extraordinary resolution to direct winding up of managed investment scheme under s 601NB of the Corporations Act without minority unitholder's consent – Minority unitholder alleged vote would contravene prohibition in unitholders' agreement – Whether unitholder's statutory right to vote under s 601NB can be fettered by contractual agreement.