Grace Buncle Pty Ltd v Ralph Lauren No 57 Pty Ltd - [2018] QSC 24

SUPREME COURT OF QUEENSLAND

CITATION:

Grace Buncle Pty Ltd v Ralph Lauren No 57 Pty Ltd [2018] QSC 24

PARTIES:

GRACE BUNCLE PTY LTD ACN 605 600 959 AS TRUSTEE OF THE CINDY FLEMING TRUST

(plaintiff)
v
RALPH LAUREN NO 57 PTY LTD ACN 079 745 056 AS TRUSTEE FOR THE JOHN JAMES TRUST

(defendant)

FILE NO/S:

SC No 4589 of 2016
SC No 4849 of 2016

DIVISION:

Trial Division

PROCEEDING:

Application

DELIVERED ON:

23 February 2018

DELIVERED AT:

Brisbane

HEARING DATE:

22 August 2017

JUDGE:

Bond J

ORDERS:

The orders of the Court are that:

1.       Upon the proper construction of the terms of the compromise agreement dated 9 March 2017, the phrases “the Plaintiff’s interest in the relevant property”, “the Plaintiff’s interest in the Property” and “the Plaintiff’s interests in the Properties” should be construed as meaning the plaintiff’s proprietary interests, whether legal or equitable, in the relevant Property.

2.       The plaintiff’s application filed 5 July 2017 must be dismissed.

3.       The parties will be heard on the question of costs.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF MISCELLANEOUS CONTRACTS AND OTHER MATTERS – where an interim compromise agreement was entered into between litigants – where evidence of steps taken in the litigation admissible as context in aid of construction – where the proper construction of the phrases “the Plaintiff’s interest in the relevant property”, “the Plaintiff’s interest in the Property” and “the Plaintiff’s interests in the Properties” is in dispute – whether the phrases should be construed as meaning the plaintiff’s proprietary interests, whether legal or equitable, in the properties

EQUITY – TRUST AND TRUSTEES – POWERS, DUTIES, RIGHTS AND LIABILITIES OF TRUSTEES – MISCELLANEOUS OTHER POWERS, DUTIES AND LIABILITIES – OTHER PARTICULAR CASES – where an agreement was entered into by the plaintiff and the defendant, each in their capacity as trustee – where the agreement delegated a broad discretion to an agent for sale of real property – where the respective trust deeds granted power to the trustees to act as if they were the beneficial owner of the trust property – whether the extent of the contractual delegation of discretion to the agent for sale was authorized by the trust deeds– whether the trustees acted ultra vires when they entered into the agreement – whether the agreement is void

Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 (Cth), s 34
Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 (Cth), s 47
Corporations Act 2001 (Cth), s 124

Commissioner of State Revenue v Danvest Pty Ltd [2017] VSCA 382, cited
Commissioner of State Taxation of the State of South Australia v Cyril Henschke Pty Ltd (2010) 242 CLR 508, cited
Glover v Willert (1996) 20 ACSR 182, cited
Hammersmith and Fulham London Borough Council v Monk [1992] 1 AC 478, applied
Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104, applied
Rankine v Rankine [1998] QSC 48, applied
Re Triffitt’s…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2018] QSC 24
Decision Date: 23 February 2018

CaseChat Overview and Summary

In the case of Grace Buncle Pty Ltd v Ralph Lauren No 57 Pty Ltd, the plaintiff, Grace Buncle Pty Ltd, and the defendant, Ralph Lauren No 57 Pty Ltd, were involved in a dispute regarding the interpretation of certain phrases in an interim compromise agreement. The agreement was entered into during the course of litigation between the parties. The primary issue before the court was the proper construction of the phrases "the Plaintiff’s interest in the relevant property", "the Plaintiff’s interest in the Property" and "the Plaintiff’s interests in the Properties". Specifically, the court had to determine whether these phrases referred to the plaintiff’s proprietary interests, whether legal or equitable, in the properties in question.

The legal issues that the court was required to decide involved both the interpretation of the compromise agreement and the extent of the trustees' powers under the trust deeds. The court had to consider whether evidence of steps taken in the litigation was admissible as context in aid of the construction of the agreement. Additionally, the court had to determine whether the trustees had acted within the scope of their powers when they entered into the compromise agreement, particularly in relation to the delegation of a broad discretion to an agent for the sale of real property.

The court found that the proper construction of the phrases in question should be interpreted to mean the plaintiff’s proprietary interests, whether legal or equitable, in the relevant property. The court further held that the trustees had not acted ultra vires when they entered into the compromise agreement, and that the agreement was not void. The court dismissed the plaintiff’s application and directed that the parties would be heard on the question of costs.

The court's orders included a clear construction of the disputed phrases and a dismissal of the plaintiff's application, with further directions regarding costs. This decision provides guidance on the interpretation of similar phrases in future litigation and the scope of trustees' powers in relation to compromise agreements.

Orders

Orders of the court

The orders of the Court are that:

1. Upon the proper construction of the terms of the compromise agreement dated 9 March 2017, the phrases “the Plaintiff’s interest in the relevant property”, “the Plaintiff’s interest in the Property” and “the Plaintiff’s interests in the Properties” should be construed as meaning the plaintiff’s proprietary interests, whether legal or equitable, in the relevant Property.

2. The plaintiff’s application filed 5 July 2017 must be dismissed.

3. The parties will be heard on the question of costs.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Grace Buncle Pty Ltd v Ralph Lauren No 57 Pty Ltd [2018] QSC 24
PARTIES:	GRACE BUNCLE PTY LTD ACN 605 600 959 AS TRUSTEE OF THE CINDY FLEMING TRUST (plaintiff) v RALPH LAUREN NO 57 PTY LTD ACN 079 745 056 AS TRUSTEE FOR THE JOHN JAMES TRUST (defendant)
FILE NO/S:	SC No 4589 of 2016 SC No 4849 of 2016
DIVISION:	Trial Division
PROCEEDING:	Application
DELIVERED ON:	23 February 2018
DELIVERED AT:	Brisbane
HEARING DATE:	22 August 2017
JUDGE:	Bond J
ORDERS:	The orders of the Court are that: 1. Upon the proper construction of the terms of the compromise agreement dated 9 March 2017, the phrases “the Plaintiff’s interest in the relevant property”, “the Plaintiff’s interest in the Property” and “the Plaintiff’s interests in the Properties” should be construed as meaning the plaintiff’s proprietary interests, whether legal or equitable, in the relevant Property. 2. The plaintiff’s application filed 5 July 2017 must be dismissed. 3. The parties will be heard on the question of costs.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – CONSTRUCTION AND INTERPRETATION OF MISCELLANEOUS CONTRACTS AND OTHER MATTERS – where an interim compromise agreement was entered into between litigants – where evidence of steps taken in the litigation admissible as context in aid of construction – where the proper construction of the phrases “the Plaintiff’s interest in the relevant property”, “the Plaintiff’s interest in the Property” and “the Plaintiff’s interests in the Properties” is in dispute – whether the phrases should be construed as meaning the plaintiff’s proprietary interests, whether legal or equitable, in the properties EQUITY – TRUST AND TRUSTEES – POWERS, DUTIES, RIGHTS AND LIABILITIES OF TRUSTEES – MISCELLANEOUS OTHER POWERS, DUTIES AND LIABILITIES – OTHER PARTICULAR CASES – where an agreement was entered into by the plaintiff and the defendant, each in their capacity as trustee – where the agreement delegated a broad discretion to an agent for sale of real property – where the respective trust deeds granted power to the trustees to act as if they were the beneficial owner of the trust property – whether the extent of the contractual delegation of discretion to the agent for sale was authorized by the trust deeds– whether the trustees acted ultra vires when they entered into the agreement – whether the agreement is void Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 (Cth), s 34 Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 (Cth), s 47 Corporations Act 2001 (Cth), s 124 Commissioner of State Revenue v Danvest Pty Ltd [2017] VSCA 382, cited Commissioner of State Taxation of the State of South Australia v Cyril Henschke Pty Ltd (2010) 242 CLR 508, cited Glover v Willert (1996) 20 ACSR 182, cited Hammersmith and Fulham London Borough Council v Monk [1992] 1 AC 478, applied Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104, applied Rankine v Rankine [1998] QSC 48, applied Re Triffitt’s…