Commissioner of State Revenue (WA) v Rojoda Pty Ltd

The High Court of Australia heard an appeal from the Court of Appeal of the Supreme Court of Western Australia concerning the assessment of stamp duty. The dispute arose from declarations of trust made by Maria Scolaro, the surviving joint tenant of certain freehold titles, following the dissolution of two partnerships, the Scolaro Investment Company Partnership and the A&MMR Scolaro Partnership, upon the death of her husband, Anthony Scolaro. The Commissioner of State Revenue assessed these declarations of trust as dutiable transactions under section 11(1) of the Duties Act 2008 (WA).

The legal issues before the High Court were whether the declarations of trust by Maria Scolaro, as the registered proprietor of the freehold titles, created new interests in land that were dutiable, and whether the nature of the partners' rights in partnership assets changed upon dissolution but before winding up in a way that made these declarations dutiable. Specifically, the court had to determine if the partners held fixed equitable interests in the partnership property prior to the declarations of trust, or if their interests remained indefinite and fluctuating, thereby making the creation of fixed trusts a dutiable event.

The High Court allowed the appeal, setting aside the orders of the Court of Appeal. The Court reasoned that while a partner's legal title to partnership property is held on trust for all partners, the nature of partners' rights is unique and differs from rights under a fixed trust, remaining indefinite and fluctuating until the winding up of the partnership is complete. The Court held that the declarations of trust in 2013 extinguished these unique equitable rights and created new fixed trusts, constituting a dutiable event. The Court dismissed Rojoda's contentions that the deeds involved conversion agreements or agreements to transfer partnership property under section 78 of the Duties Act.