Huntley Management Limited v Australian Olives Limited

The case of Huntley Management Limited v Australian Olives Limited involved a dispute between the two parties over the management fees for three managed investment schemes. The dispute was brought before the court to determine several legal issues. Firstly, the court had to decide whether the management fees paid in advance were considered as a present debt and thus not apportionable. Secondly, the court needed to consider the effect of sections 601FJ, 601FS, and 601FT of the Corporations Act 2001 (Cth) on the change of the responsible entity of the managed investment schemes. Lastly, the court needed to address the claim for money had and received by the new responsible entity against the former responsible entity.

The court found that the management fees payable in respect of Projects 1, 2, and 6 were not apportionable as they were paid in satisfaction of a present debt. The court arrived at this conclusion by interpreting the relevant Grove Agreements, which indicated that a debt in favor of the responsible entity for the whole of the management fee payable by the investors in each year came into existence at the beginning of each year. Once the annual amount was paid, the investors' debts to the responsible entity were discharged, leaving nothing for the new responsible entity to accede upon its appointment. The court also held that sections 601FS and 601FT of the Corporations Act did not affect the former responsible entity's right to retain management fees paid in satisfaction of a present debt. There were no "shoes" into which the new responsible entity could step.

The claim for money had and received by the new responsible entity against the former responsible entity was rejected. The court found that the claim was not available because it was not pleaded, not run at trial, and made too late. Additionally, the new responsible entity was not the payer of the amounts the subject of the claim for money had and received.

In conclusion, the court dismissed the appeal and ordered the appellant to pay the respondent's costs of and incidental to the appeal. The cross-appeal was also dismissed, and the cross-appellant was ordered to pay the cross-respondent's costs of and incidental to the cross-appeal up to and including 28 April 2010.