Macquarie Capital Advisers Ltd v Brisconnections Management Co Ltd (as responsible entity for the Brisconnections Investment Trust & the Brisconnections Holding Trust)

The case between Macquarie Capital Advisers Ltd (MCAL) and Brisconnections Management Co Ltd (BCM) revolved around the legal implications of unit holders proposing resolutions that would potentially breach contracts between BCM and third parties. The Supreme Court of Victoria was tasked with determining the validity and implications of resolutions proposed by unit holders, particularly regarding the winding up of trusts and the amendment of their constitutions.

The central legal issues before the court involved the interpretation of statutory rights under the Corporations Act 2001, the ability to seek injunctive relief to prevent breaches of contract, and the adequacy of damages as a remedy. The court was required to address whether BCM, as the responsible entity for the Brisconnections Investment Trust and the Brisconnections Holding Trust, could be compelled to call meetings and consider resolutions that might place it in breach of existing contractual obligations with third parties. Additionally, the court had to consider whether the proposed resolutions could be deemed valid under the Corporations Act and whether injunctive relief was appropriate to prevent the breach of contracts, particularly in light of the statutory rights granted to unit holders.

In its reasoning, the court found that the proposed resolutions, if passed, would indeed place BCM in breach of its contractual obligations with third parties. However, the court determined that the proposed resolutions did not constitute a fraud on the power conferred by the trust constitutions. The court also concluded that injunctive relief was not an appropriate remedy because the proposed resolutions did not infringe upon any superior right to the benefit of the contracts in question. Furthermore, the court held that damages would be an adequate remedy for any breach of contract that might occur. Consequently, the court dismissed claims seeking injunctive relief and declared that BCM had not committed a fraud on the power conferred by the trust constitutions.

The final orders of the court dismissed certain claims, declared that BCM had not committed a fraud on the power conferred by the trust constitutions, and adjourned the remaining claims and counterclaim to a future date.