and Macarthur Cook Real Estate Funds Ltd (ACN 126 766 167) in its capacity as responsible entity of the Macarthur Cook Office Property Trust (ARSN 114 263 688) v APN Funds Management Limited(ACN 080 674 479) Acting..

The case involved a dispute between Macarthur Cook Real Estate Funds Ltd (ACN 126 766 167), in its capacity as responsible entity of the Macarthur Cook Office Property Trust (ARSN 114 263 688), and APN Funds Management Limited (ACN 080 674 479). The matter before the court revolved around the validity of the issuance of units at a price lower than the Issue Price specified in the trust constitution. The case was heard in the Supreme Court of New South Wales.

The central legal issue was whether the issuance of trust units at a price less than the Issue Price specified by the trust constitution rendered the units pro tanto invalid. The court considered authorities such as In re Turner, Hudson v Turner [1932] 1 Ch 31; Thames Water Authority v Elmbridge BC [1983] 1 QB 570; and Mandurah Enterprises Pty Ltd v Western Australian Planning Commission (2010) 240 CLR 409 to determine the validity of the units. The court had to assess whether the lower issue price complied with the trust constitution's requirements.

In its judgment, the court held that the issuance of trust units at a price less than the Issue Price specified in the trust constitution was pro tanto invalid. The court emphasised the importance of adhering to the trust constitution's provisions, finding that any deviation from the specified Issue Price invalidated the issuance of the units to the extent of the deviation. The court relied on precedents that underscored the necessity of compliance with the trust's constitutional requirements for the issuance of units.

The court's decision resulted in the finding that the units issued at a price lower than the Issue Price specified by the trust constitution were pro tanto invalid. The final orders of the court would have addressed the implications of this finding, potentially including directions for the rectification of the invalid units or other appropriate remedies.