Woodlawn Capital Pty Ltd v Motor Vehicles Insurance Ltd [2016] NSWCA 28

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Woodlawn Capital Pty Ltd v Motor Vehicles Insurance Ltd [2016] NSWCA 28 Hearing dates: 29 and 30 October 2015 Date of orders: 09 March 2016 Decision date: 09 March 2016 Before: Macfarlan JA at [1]; Ward JA at [2]; Gleeson JA at [253] Decision: (1) Appeal allowed in part. (2) Set aside order 6 of the orders made on 21 April 2015 and in lieu thereof order 6 should be as follows: 6(a) Woodlawn pay MVIL's costs on the party/party basis of the following issues: (i) the liability of Woodlawn to account to it for the balance of the funds retained by Woodlawn after termination of the respective agreements between the parties in November 2011 (after the deduction of those accrued fees that were established to be owing under the Asset Management Agreement); (ii) the liability of Woodlawn to restore to the trust fund, and account to MVIL for, amounts wrongly appropriated in respect of GST and the "fees on fees" issue; (iii) the claim by MVIL for pre-judgment interest; and (iv) the claim by Woodlawn for damages for injurious falsehood. 6(b) MVIL pay Woodlawn's costs on the party/party basis of the following issues: (i) the s 925A issue and s 46B claim; and (ii) MVIL's claim for damages for breach of the IMA in respect of its trading activities and for misleading and deceptive conduct (other than the costs of MVIL in establishing the existence of events of default entitling it validly to terminate the respective agreements) and the claim for accrued fees under the AMA. (3) Order Woodlawn to pay MVIL's costs of the appeal. (4) Dismiss with costs the cross-appeal. (5) Dismiss with costs the application by MVIL for leave to appeal from the decision of Stevenson J of 26 June 2015. Catchwords: CONTRACTS – general contractual principles –interpretation of contracts – proper construction of release and indemnity clause in respective agreements – whether contractual right to withdraw moneys from funds held in trust gave rise to, or had same incidents and operation as, equitable lien