Mio Art Pty Ltd v Macequest Pty Ltd - [2012] QSC 165

SUPREME COURT OF QUEENSLAND

CITATION:

Mio Art Pty Ltd v Macequest Pty Ltd & Ors [2012] QSC 165

PARTIES:

MIO ART PTY LTD (ACN 010 121 875)
(plaintiff)
v
MACEQUEST PTY LTD (ACN 101 563 649) and Others
(defendants)

FILE NO:

BS4352 of 2012

DIVISION:

Trial Division

PROCEEDING:

Application for interlocutory injunction

DELIVERED ON:

20 June 2012

DELIVERED AT:

Brisbane

HEARING DATES:

8, 12 and 15 June 2012

JUDGE:

Mullins J

ORDER:

The application filed on 16 May 2012 is dismissed

CATCHWORDS:

EQUITY – EQUITABLE REMEDIES – INJUNCTIONS – INTERLOCUTORY INJUNCTIONS – RELEVANT CONSIDERATIONS – BALANCE OF CONVENIENCE GENERALLY – where plaintiff is a shareholder of the company which owns land that is being developed in a joint venture pursuant to a project management agreement (PMA) with the defendant – where the plaintiff alleges against the defendant and related companies and persons breaches of the PMA, breaches of trust and oppression in relation to the conduct of the company’s business – where sales of developed lots are due for completion – where plaintiff seeks an interlocutory injunction about the payment of the proceeds that would override the defendant’s responsibility in relation to the financing of the project under the PMA – where damages or compensation would be an adequate remedy for the plaintiff’s claim if it were successful – where interlocutory injunction would alter the status quo – whether balance of convenience favours the grant of an interlocutory injunction

Corporations Act 2001 (Cth), s 233, s 237, s 241

Supreme Court Act 1995 (Qld), s 246

Australian Broadcasting Corporation v O’Neill (2006) 227 CLR 57, followed
Beecham Group Ltd v Bristol Laboratories Pty Ltd (1968) 118 CLR 618, considered
Bingham v 7-Eleven Stores Pty Ltd [2003] QCA 402, considered

COUNSEL:

F M Douglas QC and K M Connor SC for the plaintiff
D A Kelly SC and M Hodge for the first to seventh defendants

SOLICITORS:

Delta Law for the plaintiff
Carter Newell for the first to seventh defendants

This proceeding was commenced by the plaintiff against 20 defendants on 15 May 2012. The names of the 20 defendants are listed in appendix A to these reasons.

Mr Richard Spencer as the trustee of the Spencer Family Trust held shares in the 20^th defendant, Kinsella Heights Developments Pty Ltd (KHD). The plaintiff succeeded Mr Richard Spencer as the trustee of the Spencer Family Trust Spencer and claims to hold the shares that he held as trustee of the Spencer Family Trust. The issue that was initially raised during the hearing about the standing of the plaintiff arising from whether the transfer of the shares from Mr Spencer to the plaintiff had been recorded on the register of KHD was unnecessary to address, as counsel for the first to seventh defendants did not press the standing point for the purpose of this interlocutory application, although reserving the first to seventh defendants’ right to take that point when defending the statement of claim.

The first defendant as the…

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: [2012] QSC 165
Decision Date: 20 June 2012

CaseChat Overview and Summary

Mio Art Pty Ltd, a shareholder in a company that owns land being developed in a joint venture with Macequest Pty Ltd, brought an application seeking an interlocutory injunction to prevent Macequest from using the proceeds of the sale of developed lots for purposes other than the financing of the project, as outlined in the project management agreement. The plaintiff alleged breaches of the agreement, breaches of trust, and oppression in relation to the conduct of the company’s business. The primary concern was whether the balance of convenience favoured granting an interlocutory injunction, considering that damages or compensation would be an adequate remedy if the plaintiff’s claim were successful.

The court considered the relevant factors in determining whether to grant an interlocutory injunction, focusing on the balance of convenience. The plaintiff argued that the balance of convenience favoured an injunction due to the potential irreparability of harm if the proceeds were misused. However, the court noted that damages or compensation would adequately address the plaintiff’s claims if they were successful. Additionally, granting an interlocutory injunction would alter the status quo by overriding the defendant’s responsibility for financing the project under the agreement. After weighing these considerations, the court concluded that the balance of convenience did not favour the grant of an interlocutory injunction.

The application for an interlocutory injunction filed on 16 May 2012 was dismissed by the court, as the balance of convenience did not favour its grant. The court found that the plaintiff’s claims could be adequately addressed through damages or compensation if successful, and that an injunction would alter the status quo in a way that was not warranted by the circumstances.

Orders

Orders of the court

The application filed on 16 May 2012 is dismissed

Background

Background to the litigation

Full text does not contain this section.

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:	Mio Art Pty Ltd v Macequest Pty Ltd & Ors [2012] QSC 165
PARTIES:	MIO ART PTY LTD (ACN 010 121 875) (plaintiff) v MACEQUEST PTY LTD (ACN 101 563 649) and Others (defendants)
FILE NO:	BS4352 of 2012
DIVISION:	Trial Division
PROCEEDING:	Application for interlocutory injunction
DELIVERED ON:	20 June 2012
DELIVERED AT:	Brisbane
HEARING DATES:	8, 12 and 15 June 2012
JUDGE:	Mullins J
ORDER:	The application filed on 16 May 2012 is dismissed
CATCHWORDS:	EQUITY – EQUITABLE REMEDIES – INJUNCTIONS – INTERLOCUTORY INJUNCTIONS – RELEVANT CONSIDERATIONS – BALANCE OF CONVENIENCE GENERALLY – where plaintiff is a shareholder of the company which owns land that is being developed in a joint venture pursuant to a project management agreement (PMA) with the defendant – where the plaintiff alleges against the defendant and related companies and persons breaches of the PMA, breaches of trust and oppression in relation to the conduct of the company’s business – where sales of developed lots are due for completion – where plaintiff seeks an interlocutory injunction about the payment of the proceeds that would override the defendant’s responsibility in relation to the financing of the project under the PMA – where damages or compensation would be an adequate remedy for the plaintiff’s claim if it were successful – where interlocutory injunction would alter the status quo – whether balance of convenience favours the grant of an interlocutory injunction Corporations Act 2001 (Cth), s 233, s 237, s 241 Supreme Court Act 1995 (Qld), s 246 Australian Broadcasting Corporation v O’Neill (2006) 227 CLR 57, followed Beecham Group Ltd v Bristol Laboratories Pty Ltd (1968) 118 CLR 618, considered Bingham v 7-Eleven Stores Pty Ltd [2003] QCA 402, considered
COUNSEL:	F M Douglas QC and K M Connor SC for the plaintiff D A Kelly SC and M Hodge for the first to seventh defendants
SOLICITORS:	Delta Law for the plaintiff Carter Newell for the first to seventh defendants