WILDEN PTY LTD (ACN 009 143 033) First Plaintiff by Counterclaim
MAGENTA NOMINEES PTY LTD (ACN 009 340 158) Second Plaintiff by Counterclaim
AND
GRAEME WILLIAM GREEN First Defendant by Counterclaim
W J GREEN & CO (1984) PTY LTD (ACN 008 851 867) Second Defendant by Counterclaim
SHARYN LEE GREEN GRAEME WILLIAM GREEN JULIE ANNE GREEN WILLIAM JOSEPH GREEN NORMA GLENYCE GREEN Third Defendants by Counterclaim
(BY COUNTERCLAIM)
Catchwords:
Trusts - Administration of three Trusts by trustee companies - Interpretation of subject Trust Deeds in standard form - Provisions concerning trustees' powers and duties - Provisions concerning repurchase procedure as to units in each Trust - Provisions excluding trustees' liability save for fraud - Resolution of various issues concerning compliance with repurchase procedure - Valuations relied on by trustee companies found to be ineffective - Resolution of various related issues concerning breach of fiduciary duties by the subject trustee companies and their directors - Finding of fraud in equity in respect of units and options allotted to certain directors - Protective provisions of subject Trust Deed held not to exclude liability - Plaintiffs entitled to equitable relief in respect of certain claims subject to intervening circumstances and other relevant matters - Exact form of equitable relief to be determined
Plaintiffs' claim allowed in part Defendants' counterclaim allowed in part Final orders to be determined
Category: B
Representation:
Original Action
Counsel:
First Plaintiff : Mr D Grace QC & Mr M L Bennett
Second Plaintiff : Mr D Grace QC & Mr M L Bennett
Third…
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
AGLC
Green v Wilden Pty Ltd [2005] WASC 83
Case
[2005] WASC 83
Decision Date
CaseChat Overview and Summary
In the case of Green v Wilden Pty Ltd, the plaintiffs, who were unit holders in three trusts, brought an action against the defendants, who were the trustee companies responsible for the administration of the trusts. The dispute centred around the interpretation of the trust deeds, specifically the provisions concerning the trustees' powers and duties, and the repurchase procedure for units in each trust. The plaintiffs alleged that the trustee companies had breached their fiduciary duties and engaged in fraudulent conduct.
The court was required to determine whether the trustee companies had properly complied with the repurchase procedure outlined in the trust deeds. Additionally, the court needed to assess whether the valuations relied upon by the trustee companies were effective and whether the protective provisions in the trust deeds excluded the trustee companies' liability for their actions. The court also had to consider whether the trustee companies had breached their fiduciary duties by allotting units and options to certain directors, and if there was any fraud in equity concerning these allotments.
The court found that the valuations relied upon by the trustee companies were ineffective, and that the trustee companies had breached their fiduciary duties by allotting units and options to certain directors. The court held that the protective provisions in the trust deeds did not exclude the trustee companies' liability for their actions. The court found that there was fraud in equity in respect of the units and options allotted to certain directors. The plaintiffs were entitled to equitable relief in respect of certain claims, subject to intervening circumstances and other relevant matters. The exact form of the equitable relief would be determined at a later stage.
The court ordered that the trustee companies and their directors were liable for the breach of fiduciary duties and fraud in equity. The court further ordered that the plaintiffs were entitled to equitable relief in respect of certain claims, subject to the aforementioned intervening circumstances and other relevant matters. The court directed that the form of equitable relief would be determined at a later stage.