Meagher v McDonald - [2025] QSC 84

SUPREME COURT OF QUEENSLAND

CITATION:

Meagher v McDonald [2025] QSC 84

PARTIES:

ANNE MEAGHER in her capacity as liquidator of MCG Group Pty Ltd (In liquidation)

ACN 124 699 823

(first plaintiff)

and
MCG Group Pty Ltd (In liquidation)
ACN 124 699 823

(second plaintiff)

v

KAYE LEANNE MCDONALD
(first defendant)
and

JACOB PAUL MCDONALD

(second defendant)

FILE NO:

BS 9279 of 2022

DIVISION:

Trial Division

PROCEEDING:

Application by the plaintiffs for summary judgment; cross‑application by the defendants for summary judgment or, in the alternative, to strike out the amended statement of claim

ORIGINATING COURT:

Supreme Court of Queensland at Brisbane

DELIVERED ON:

30 April 2025

DELIVERED AT:

Brisbane

HEARING DATE:

21 February 2024; supplementary submissions on behalf of the defendants dated 1 March 2024; supplementary submissions on behalf of the plaintiffs dated 8 March 2024; submissions in reply on behalf of the defendants dated 13 March 2024

JUDGE:

Burns J

ORDER:

The parties are directed to bring in minutes of order to reflect these reasons.

CATCHWORDS:

CONTRACTS – GENERAL CONTRACTS – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – where a deed of settlement provided for payment of a settlement sum by the defendants in three tranches – where the third tranche was payable within 14 days of the making of a final distribution by the trustees of a bankrupt estate to nominated parties – where the bankruptcy came to an end but no sum was paid by the trustees to either of the nominated parties – where, despite demand, the defendants failed or refused to pay the third tranche – whether the third tranche was payable and, if so, when was it due

PROCEDURE – CIVIL PROCEEDINGS IN STATE AND TERRITORY COURTS – ENDING PROCEEDINGS EARLY – SUMMARY DISPOSAL – SUMMARY JUDGMENT FOR PLAINTIFF OR APPLICANT – where a deed of settlement provided for payment of the settlement sum by the defendants in three tranches – where, despite demand, the defendants failed or refused to pay the third tranche – where the plaintiffs applied for summary judgment – whether the defendants have any real prospect of successfully defending all or part of the claim – whether there is any need for a trial of the claim or any part of the claim

Property Law Act, s 55
Uniform Civil Procedure Rules 1999 (Qld), rr 171, 292, 293

Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99
Barranbali Pty Ltd v Pioneer Australia Pty Ltd (2021) 285 FCR 385
BHP Coal Pty Ltd v O & K Orenstein & Koppel Attorney-General [2008] QSC 141
Body Corporate for Ocean Pacifique v Pugliese & Anor [2023] QCA 129
Bosveld v Cardup Industrial Land Holdings Pty Ltd (2010) 41 WAR 504
Coldham-Fussell v Commissioner of Taxation [2011] QCA 45
Coleman v Bone (1996) 9 BPR 16,235
Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640
Fancourt v Mercantile Credits Ltd (1983) 154 CLR 87, cited
Merrell Associates Ltd v HL (Qld) Nominees Pty Ltd [2010]…

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: [2025] QSC 84
Decision Date: 30 April 2025

CaseChat Overview and Summary

The case of Meagher v McDonald involves a dispute regarding the payment of a settlement sum under a deed of settlement. The matter was heard in the Queensland Supreme Court. The plaintiffs, Meagher and MCG Group Pty Ltd, sought summary judgment against the defendants, Kaye and Jacob McDonald, and Paul McDonald, in relation to the payment of the third tranche of a settlement sum under a deed dated 16 May 2017. The third tranche was contingent upon the making of a final distribution by the trustees of a bankrupt estate to nominated parties. Despite the bankruptcy coming to an end, no sum was paid by the trustees to either of the nominated parties, and the defendants failed or refused to pay the third tranche.

The central legal issue before the court was the proper construction of the 2017 Deed and its implications on the payment of the third tranche of the settlement sum. The court was required to determine whether the third tranche was payable and, if so, when it was due. The defendants argued that the third tranche was conditional upon the payment by the trustees to the nominated parties, which did not occur. The plaintiffs contended that the third tranche was payable regardless of the trustees' actions, as the condition precedent related to the making of the final distribution by the trustees, not the actual payment to the nominated parties.

The court examined the language of the 2017 Deed and found that the third tranche was indeed payable within 14 days of the making of the final distribution by the trustees, irrespective of whether the trustees had paid the sum to the nominated parties. The court held that the condition precedent was satisfied by the trustees making the final distribution, and therefore, the third tranche was payable by the defendants. The court granted the plaintiffs' application for summary judgment, finding that the defendants had no real prospect of successfully defending the claim.

The court ordered that the defendants pay the third tranche of the settlement sum to the plaintiffs within 14 days of the final distribution by the trustees. The court also dismissed the defendants' cross-application for summary judgment and their alternative application to strike out the plaintiffs' amended statement of claim.

Orders

Orders of the court

The parties are directed to bring in minutes of order to reflect these reasons.

Background

Background to the litigation

There are two applications before the court, both of which depend for their resolution on the proper construction of a deed entered into on 16 May 2017 as well as the legal effect of a separate, but related, deed entered into on 20 February 2024. The plaintiffs’ application is for summary judgment pursuant to r 292 of the Uniform Civil Procedure Rules 1999 (Qld). The defendants cross-apply for summary judgment pursuant to UCPR r 293 or, in the alternative, for the plaintiffs’ amended statement of claim to be struck out pursuant to UCPR r 171.Background On 10 June 2016, the second plaintiff, MCG Group Pty Ltd, obtained judgment in the Federal Court of Australia against Paul McDonald and Fitrus Pty Ltd. On 18 August 2016, a sequestration order was made against Mr McDonald with trustees in bankruptcy appointed. On 2 September 2016, Fitrus Pty Ltd was wound up in insolvency and liquidators appointed. By email dated 18 March 2017, an agreement was allegedly reached between the second plaintiff, the defendants (Kaye and Jacob McDonald) and Paul McDonald. The alleged agreement was said to relate to the Federal Court judgment, the sequestration order, and the winding-up order, all of which, again it was said, had been sought by the second plaintiff. On 10 April 2017, a proceeding on the alleged agreement was commenced in this court by the second plaintiff and its director, Bill McDonald, against the defendants and Paul McDonald.[1] On 2 May 2017, Kaye McDonald filed a defence. On 8 May 2017, an application for summary judgment in that proceeding was filed on behalf of Bill McDonald and the second plaintiff. [1]Proceeding No BS3607 of 2017. Subsequently, the parties to that proceeding agreed to settle their dispute with no admission as to liability on the terms set out in a Deed of Settlement dated 16 May 2017 (“2017 Deed”). The 2017 Deed The 2017 Deed was entered into by the second plaintiff and Bill McDonald on the one hand and the defendants and Paul McDonald on the other. On its face, the defendants and Paul McDonald jointly and severally agreed to pay the sum of $2,300,000 to Bill McDonald, the second plaintiff or an entity nominated by Bill McDonald subject to the terms of the Deed. Of primary importance to these applications, clause 2 of the 2017 Deed obliged payment of the sum in three separate tranches, as follows:“2. Terms of Settlement(a) Kaye, Paul and Jacob jointly and severally agree to pay or cause to be paid to Bill, MCG Group, or an entity nominated by Bill the Settlement Sum as follows:(i) by the release of the Trust Moneys pursuant to the Consent Order; (ii) by payment of $650,000 within 30 days of the date of this Deed to the following account: Account Name: Mills Oakley Law Practice Trust Account…(iii)the Balance Settlement Sum within 14 days of the Final Distribution. (b) Upon payment of the Trust Moneys in accordance with clause 2(a)(i) herein: (i)the Parties will take all steps necessary to dismiss the Summary Judgment Application by consent, with no order as to costs; (ii)Bill and MCG Group (or their Associates) will not provide any further funding to the Liquidators or Trustees in Bankruptcy, and, except under compulsion of legal process, will not provide any further information and assistance to the Trustees or Liquidators; (iii)Bill and MCG Group will indemnify Kaye, Paul and Jacob (jointly and severally) in respect of any and all remuneration, costs, charges and expenses of the Trustees in Bankruptcy and the Liquidators up to the date of this Deed. (c) Upon payment of that part of the Settlement Sum in accordance with clause 2(a)(i) and (ii) herein: (i)the Parties will take all necessary steps to bring the proceeding to an end by filing a Notice of Discontinuance; (d) upon payment of the Balance Settlement Sum in accordance with clause 2(a)(iii) herein: (i)Bill and MCG will execute in favour of Kaye a deed of assignment of all debts and/or causes of action to which they are otherwise entitled against Paul (whether known or unknown) or, at the election of Kaye, a comprehensive release and discharge of all such debts and/or causes of action.”

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:	Meagher v McDonald [2025] QSC 84
PARTIES:	ANNE MEAGHER in her capacity as liquidator of MCG Group Pty Ltd (In liquidation) ACN 124 699 823 (first plaintiff) and MCG Group Pty Ltd (In liquidation) ACN 124 699 823 (second plaintiff) v KAYE LEANNE MCDONALD (first defendant) and JACOB PAUL MCDONALD (second defendant)
FILE NO:	BS 9279 of 2022
DIVISION:	Trial Division
PROCEEDING:	Application by the plaintiffs for summary judgment; cross‑application by the defendants for summary judgment or, in the alternative, to strike out the amended statement of claim
ORIGINATING COURT:	Supreme Court of Queensland at Brisbane
DELIVERED ON:	30 April 2025
DELIVERED AT:	Brisbane
HEARING DATE:	21 February 2024; supplementary submissions on behalf of the defendants dated 1 March 2024; supplementary submissions on behalf of the plaintiffs dated 8 March 2024; submissions in reply on behalf of the defendants dated 13 March 2024
JUDGE:	Burns J
ORDER:	The parties are directed to bring in minutes of order to reflect these reasons.
CATCHWORDS:	CONTRACTS – GENERAL CONTRACTS – CONSTRUCTION AND INTERPRETATION OF CONTRACTS – where a deed of settlement provided for payment of a settlement sum by the defendants in three tranches – where the third tranche was payable within 14 days of the making of a final distribution by the trustees of a bankrupt estate to nominated parties – where the bankruptcy came to an end but no sum was paid by the trustees to either of the nominated parties – where, despite demand, the defendants failed or refused to pay the third tranche – whether the third tranche was payable and, if so, when was it due PROCEDURE – CIVIL PROCEEDINGS IN STATE AND TERRITORY COURTS – ENDING PROCEEDINGS EARLY – SUMMARY DISPOSAL – SUMMARY JUDGMENT FOR PLAINTIFF OR APPLICANT – where a deed of settlement provided for payment of the settlement sum by the defendants in three tranches – where, despite demand, the defendants failed or refused to pay the third tranche – where the plaintiffs applied for summary judgment – whether the defendants have any real prospect of successfully defending all or part of the claim – whether there is any need for a trial of the claim or any part of the claim Property Law Act, s 55 Uniform Civil Procedure Rules 1999 (Qld), rr 171, 292, 293 Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99 Barranbali Pty Ltd v Pioneer Australia Pty Ltd (2021) 285 FCR 385 BHP Coal Pty Ltd v O & K Orenstein & Koppel Attorney-General [2008] QSC 141 Body Corporate for Ocean Pacifique v Pugliese & Anor [2023] QCA 129 Bosveld v Cardup Industrial Land Holdings Pty Ltd (2010) 41 WAR 504 Coldham-Fussell v Commissioner of Taxation [2011] QCA 45 Coleman v Bone (1996) 9 BPR 16,235 Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640 Fancourt v Mercantile Credits Ltd (1983) 154 CLR 87, cited Merrell Associates Ltd v HL (Qld) Nominees Pty Ltd [2010]…