Lindsay and Lindsay & Ors

In the matter of *Lindsay and Lindsay & Ors*, the wife sought declarations regarding her interest in a family business, alleging the existence of a partnership or joint venture with the respondents. The husband and other respondents denied that either the husband or the wife held any such interest. The wife's claims were pleaded on the basis of partnership, joint venture, estoppel, or constructive trust, asserting that representations had been made to her by one or more of the respondents. Tree J of the Family Court of Australia considered the evidence generally before examining each of the wife's pleaded claims.

The court was required to determine whether a partnership or joint venture existed between the wife and the respondents, whether the respondents were estopped from denying such an arrangement, and whether a constructive trust was imposed over certain properties and business interests in favour of the wife and husband. In relation to the partnership claim, the court considered the definition of partnership under the *Partnership Act 1891* (Qld), including the rules regarding the receipt of profits as prima facie evidence of partnership and the test of whether a business is being carried on in common. For the joint venture claim, the court focused on the intention of participants to be involved in the supervision of an integrated business activity. The estoppel claim required an assessment of whether a promise was made, whether there was reasonable reliance on that promise, and whether detriment was suffered. Finally, the constructive trust claim was to be considered on the bases of common intention, unconscionable denial of interest, and as a consequence of the asserted estoppel.

Tree J found that no partnership existed, noting the absence of any discussion or agreement about its formation and that the parties' conduct was inconsistent with such an arrangement. The court also found that the lack of liability for asserted partners other than two respondents and the content of correspondence were inconsistent with a partnership. Similarly, the court found no joint venture, as the foundation of a joint venture must be an agreement supported by consideration, and the absence of liability for certain asserted partners and the correspondence were also inconsistent with this claim. Regarding estoppel, the court held that the wife's claim failed because the existence of the alleged representations was not established, and even if they had been made, reliance on them would not have been reasonable given the lack of formal confirmation and their context within inconclusive family negotiations. Furthermore, no detriment flowed to the wife. Consequently, the court found no constructive trust existed.

The wife's applications for declarations that a partnership and/or joint venture existed, that the respondents were estopped from denying such an arrangement, and that certain properties and interests were held subject to a constructive trust were all dismissed.