In the matter of Irongate Funds Management Limited as responsible entity for Irongate Property Fund I and Irongate Property Fund II [2022] NSWSC 723

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Irongate Funds Management Limited as responsible entity for Irongate Property Fund I and Irongate Property Fund II [2022] NSWSC 723 Hearing dates: 19 May 2022 Date of orders: 19 May 2022 Decision date: 02 June 2022 Jurisdiction: Equity - Corporations List Before: Black J Decision: Judicial advice given that responsible entity is justified in propounding resolutions to implement the proposed trust scheme and proceeding on the basis that constitutional amendments to implement the trust scheme is within the constitutional powers of alteration conferred and s 601GC of the Corporations Act 2001 (Cth). Catchwords: CORPORATIONS – Managed investments – Application for judicial advice by responsible entity under s 63 of the Trustee Act 1925 (NSW) – Whether responsible entity would be justified in propounding resolutions to implement the proposed trust schemes – Whether proposed amendments are within the constitutional powers of alteration and s 601GC of the Corporations Act. Legislation Cited: - Corporations Act 2001 (Cth) s 411, Ch 5C - Trustee Act 1925 NSW s 63 Cases Cited: - Re APN News & Media Ltd (2007) 62 ACSR 400 - Re Australian Unity Property Ltd (as responsible entity for Australian Unity Diversified Property Fund) [2021] NSWSC 1494 - Re Coles Group Ltd (2007) 25 ACLC 1380 - Re DUET Finance Ltd [2017] NSWSC 415 - Re Hostworks Group Ltd (2008) 26 ACLC 137 - Re Macquarie Capital Alliance Ltd (2008) 67 ACSR 484 - Re Macquarie Private Capital A Ltd (2008) 26 ACLC 366 - Re Magellan Asset Management Ltd (as responsible entity of Magellan Global Fund) (2020) 150 ACSR 23; [2020] NSWSC 1535 - Re Mirvac Ltd (1999) 32 ACSR 107 - Re Mirvac Funds Management Ltd in its capacity as responsible entity of Mirvac Industrial Trust [2014] NSWSC 1569 - Re Pulse Health Ltd [2017] NSWSC 651 - Re SFE Corporation Ltd (2006) 59 ACSR 82 - Re Simavita Holdings Limited [2013] FCA 1274 - Re Spark Infrastructure RE Limited [2021] NSWSC 1385 - Re Sydney Airport Holdings [2013] NSWSC 1665 - Re The Trust Company (RE Services) Ltd as responsible entity of the VitalHarvest Freehold Trust [2021] NSWSC 108 - Re Villa World Limited [2019] NSWSC 1207 Category: Principal judgment Parties: Irongate Funds Management Limited as responsible entity for Irongate Property Fund I (First Plaintiff) Irongate Funds Management Limited as responsible entity for Irongate Property Fund II (Second Plaintiff) Representation: Counsel: I M Jackman SC (Plaintiffs) M Izzo SC (Bidder)