0 Love 0 Pty Ltd (in liquidation) ATF Cooley Trust 1, Cooley Trust 2 & Cooley Trust 3 and Registrar of Personal Property Securities (Taxation)

The applicant, 0 Love 0 Pty Ltd (in liquidation) ATF Cooley Trust 1, Cooley Trust 2 & Cooley Trust 3, sought to amend registrations on the Personal Property Securities Register (PPSR) concerning security interests held by VWFSA. The dispute arose because the liquidators believed the registrations were defective, as they failed to record that the debtor company, 0 Love 0 Pty Ltd, granted the security in its capacity as trustee of the Cooley Trusts, which had an ABN. The Registrar of Personal Property Securities took a neutral position. The matter was heard by Deputy Britten-Jones P.

The court was required to determine whether the registrations were defective under the Personal Property Securities Act 2009 (Cth) (PPS Act) and its Regulations. Specifically, the court had to consider whether clause 1.5 of Schedule 1 of the Personal Property Securities Regulations 2010 (PPS Regulations), which requires an ABN for a corporate trustee of a trust with an ABN, applied, or if clause 1.3, which requires an ACN for a body corporate not acting as a trustee, was sufficient. A further issue was whether the liquidators were entitled to amend the registration under section 178 of the PPS Act, which requires a suspicion on reasonable grounds that the amendment is not authorised.

Deputy Britten-Jones P reasoned that the applicable clause for registration details depended on the capacity in which the grantor company acted, which was to be determined objectively from the contractual documentation. In this case, the Sale Contracts and Chattel Mortgages named the Company as the purchaser and borrower, respectively, without any reference to it acting as a trustee. While the Company was a trustee of the Cooley Trusts and had an ABN, the contractual documents did not reflect this capacity. The court found that the absence of trust details in the provided spaces within the contracts was objective evidence that the Company was not acting in its capacity as trustee for these transactions. Therefore, clause 1.3 of Schedule 1 of the PPS Regulations applied, and the registration using the Company's ACN was not defective on this ground. The court also found that there was no suspicion on reasonable grounds that the amendment was not authorised under section 178 of the PPS Act.