Walsh & Company Investments Limited as responsible entity of Fort Street Real Estate Capital Fund I, Fort Street Real Estate Capital Fund II, Fort Street Real Estate Capital Fund III and Fort Street Real Estate Capital Fund IV (Plaintiff) [2020] NSWSC 1509

Supreme Court New South Wales

Medium Neutral Citation: Walsh & Company Investments Limited as responsible entity of Fort Street Real Estate Capital Fund I, Fort Street Real Estate Capital Fund II, Fort Street Real Estate Capital Fund III and Fort Street Real Estate Capital Fund IV (Plaintiff) [2020] NSWSC 1509 Hearing dates: 29 September 2020 Date of orders: 29 September 2020 Decision date: 28 October 2020 Jurisdiction: Equity - Corporations List Before: Black J Decision: Direct that the Plaintiff is justified in convening meetings of unitholders in each of four funds to consider proposed trust scheme. Direct that the Plaintiff is justified in distributing the explanatory memorandum. Direct that the Plaintiff is justified in proceeding on the basis that, if approved by unitholders, consequential amendments to the constitution of each fund would be within powers conferred by each constitution and s 601GC of the Corporations Act. Catchwords: CORPORATIONS – Managed investments – Judicial advice sought under s 63 of the Trustee Act 1925 (NSW) by responsible entity – Whether to convene meetings of unitholders – Whether to approve explanatory memorandum – Whether justified in treating consequential constitution amendments as within power. Legislation Cited: - Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) - Corporations Act 2001 (Cth), ss 252Q, 601GB, 601GC, 1362A - Corporations (Coronavirus Economic Response) Determination (No 1) 2020 (Cth) - Trustee Act 1925 (NSW), s 63 Cases Cited: - Macedonian Orthodox Church St Petka Inc v His Eminence Petar (2008) 237 CLR 66 - Re APN News and Media Ltd (2007) 62 ACSR 400 - Re Ardent Leisure Ltd [2018] NSWSC 1665 - Re Commonwealth Managed Investments Ltd [2014] NSWSC 74 - Re DUET Management Company 1 Ltd (2013) 95 ACSR 34; (2013) 95 ACSR 34 - Re DUET Finance Ltd [2017] NSWSC 415 - Re Investa Listed Funds Management Ltd [2018] NSWSC 1766 - Re Mirvac Ltd (1999) 32 ACSR 107 - Re Mirvac Funds Management Ltd [2014] NSWSC 1569 Category: Principal judgment Parties: Walsh & Company Investments Limited as responsible entity of Fort Street Real Estate Capital Fund I, Fort Street Real Estate Capital Fund II, Fort Street Real Estate Capital Fund III and Fort Street Real Estate Capital Fund IV (Plaintiff) Representation: Counsel: J Williams SC (Plaintiff)