In the matter of Macarthur Farm Pty Ltd [2025] NSWSC 40

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Macarthur Farm Pty Ltd [2025] NSWSC 40 Hearing dates: 27-28 November 2024 Date of orders: 12 February 2025 Decision date: 12 February 2025 Jurisdiction: Equity - Corporations List Before: Nixon J Decision: The Court: (1) Directs that the parties are to bring in short minutes of order by 5pm on 26 February 2025 to give effect to the reasons for judgment. (2) Directs that, in the event the parties are unable to agree on orders to give effect to the reasons for judgment (including orders as to costs), the parties exchange and provide to the Associate to Nixon J, by 5pm on 26 February 2025, the orders which each party proposes and submissions (limited to 5 pages) on those orders, indicating whether, and if so why, an oral hearing is requested to deal with the matters in dispute. Catchwords: EQUITY – where first defendant was sole director of plaintiff – where first defendant held moneys in a bank account in his name on trust for the plaintiff – where first defendant transferred those moneys to a joint account in name of first defendant and his wife, the second defendant – whether moneys were transferred to joint account pursuant to an agreement or arrangement for the plaintiff to pay fees to the third defendant in relation to a property development – breach of trust established CORPORATIONS – directors' duties – whether the first defendant, in transferring moneys held for the plaintiff into the joint account, used his position as director of plaintiff to obtain an unauthorised benefit for himself and his wife – breach of duty established EQUITY – where moneys in joint account were used to purchase real property in name of second defendant – where second defendant did not have notice at time of purchase that any funds in the joint account had been misappropriated– whether, having subsequently been put on notice, second defendant was liable to restore the funds or their traceable products to the plaintiff pursuant to the principles in Black v Freedman – liability not established Legislation Cited: Corporations Act 2001 (Cth), ss 181, 182 Real Property Act 1900 (NSW), s 42(1) Cases Cited: Barnes v Addy (1874) LR 9 Ch App 244 Black v S Freedman & Company (1910) 12 CLR 105; [1910] HCA 58 Byrnes v Kendle (2011) 243 CLR 253; [2011] HCA 26 Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95; [2002] HCA 8 Firmtech Aluminium v Xie [2024] NSWSC 1293 Firmtech Aluminium Pty Ltd v Xie (No 2) [2024] NSWSC 1427 Heperu Pty Ltd v Belle (2009) 76 NSWLR 230; [2009] NSWCA 252 Moriah War Memorial College Association v Nosti [2020] NSWSC 942 Stellar Vision Operations Pty Ltd v Hills Health Solutions Pty Ltd [2023] NSWCA 102 Sze Tu v Lowe (2014) 89 NSWLR 317; [2014] NSWCA 462 Super 1000 Pty Ltd v Pacific General Securities Ltd [2008] NSWSC 1222 Category: Principal judgment Parties: Macarthur Farm Pty Ltd (receivers and managers appointed) (Plaintiff) Thomas Peter Crown (First Defendant) Vanessa Ann Crown (Second Defendant) Crown Family Estates Pty Ltd (Third Defendant) Representation: Counsel: RM Foreman SC w K Holcombe and D Monteith (Plaintiff) N Owens SC w QM Noakhtar (Defendants)