OneSteel Trading Pty Ltd v Arnold - [2015] ACTSC 81

SUPREME COURT OF THE AUSTRALIAN CAPITAL TERRITORY

Case Title:	OneSteel Trading Pty Ltd v Arnold and Anor
Citation:	[2015] ACTSC 81
Hearing Date(s):	30 March 2015
DecisionDate:	30 March 2015
Before:	Refshauge J
Decision:	1. The sum of $21,800, being part of the sum of $23,776.40 referred to as “agency and conveyancing fees” in the settlement statement of the sale of the subject property, is to be held in trust in accordance with the undertakings given on 12 March 2015. 2. The sum of $21,800, being part of the sum of $23,776.40 referred to as "agency and conveyancing fees" in the settlement statement for the sale of the subject property provided to this Court, for the sale on 27 March 2015, is to be held in trust in accordance with the undertakings given on 12 March 2015 as part of the balance of the sale proceeds. 3. The costs of this application be paid by the First Defendant.
Category:	Principal Judgment
Catchwords:	GUARANTEE AND INDEMNITY – Deed of Guarantee and Indemnity – Construction of an undertaking – Interpretation of the terms “agency fees”, “solicitors fees” and “conveyancing fees” PROCEDURE – Miscellaneous procedural matters – Undertakings – Interpretation – meaning of “agency fees”, “solicitors fees” and “conveyancing fees”.
Legislation Cited:	Land Titles Act 1925 (ACT), s 107(2)(a), 107C
Cases Cited:	Andara Homes Pty Ltd v Mallitt [2014] ACTSC 142 Andara Homes Pty Ltd v Tai [2014] ACTSC 38 Australia Energy Ltd v Lennard Oil N.L. (No 2) [1988] 2 Qd R 230 Australasian Meat Industry Employees Union v Mudginberri Station Pty Ltd (1986) 161 CLR 98 Collector of Customs v Agfa‑Gevaert Ltd (1996) 186 CLR 389 Deputy Commissioner of Taxation v Dick (2007) 226 FLR 388 Franks v Equitiloan Securities Pty Ltd [2010] NSWSC 693 Franks v Moribund Pty Ltd (formerly Equitiloan Securities Pty Ltd) (in liquidation) [2011] NSWCA 216 Howard v Press Printers Ltd (1904) 91 LT 718 Indoor Holdings Pty Ltd v Bennett [2010] WASC 242 Kirkpatrick v Kotis (2004) 62 NSWLR 567 Law Society of New South Wales v Kinsella (Unreported, New South Wales Court of Appeal, CA 155 of 1980, 2 July 1980) London and Birmingham Railway Co v Grand Junction Canal Co (1835) 1 Ry & Can Cas 224 Mullins v Howell (1879) 11 Ch D 763 Neath Canal Company v Ynisarwed Resolven Colliery Company (1875) LR 10 Ch App 450 R v Brown [1996] 1 AC 543 SmithKline Beecham plc v Apotex Europe Ltd [2006] 1 WLR 872 Yates Property Corporation Pty Ltd v Boland (1998) 89 FCR 78 Z Ltd v A-Z and AA-LL [1982] 1 QB 558
Parties:	OneSteel Trading Pty Limited (Plaintiff) Rohan Peter Arnold (First Defendant) The Registrar General of the Australian Capital Territory (Second Defendant)
Representation:	Counsel Mr G Weetman (Plaintiff) Mr J Pappas (Defendant)
Solicitors Boettcher Law (Plaintiff) Aulich Civil Law (First Defendant) Paul Coleman, Solicitor (Second Defendant)
File Number(s):	SC 51 of 2015; SC 448 of 2013

Refshauge J:

These proceedings involve efforts made by the Plaintiff,…

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.

Keep reading for free

Create a free CaseChat account to read OneSteel Trading Pty Ltd v Arnold and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2015] ACTSC 81
Decision Date: 30 March 2015

CaseChat Overview and Summary

OneSteel Trading Pty Ltd, the plaintiff, sought a declaration and orders concerning the interpretation and enforcement of certain undertakings made in a deed of guarantee and indemnity, which related to the sale of property. The defendants in this case were Arnold, the first defendant, and Connell, the second defendant. The primary dispute centred on the meaning of terms such as "agency fees," "solicitors fees," and "conveyancing fees" in the context of the settlement statement for the property sale. The case was heard in the Supreme Court of Queensland.

The legal issues before the court were whether the amounts referred to as "agency fees" in the settlement statement constituted agency fees, solicitors fees, or conveyancing fees. The court was required to interpret these terms to determine which party was liable for the respective fees and whether the funds were to be held in trust according to the terms of the guarantee and indemnity. This interpretation was crucial in resolving the dispute over the allocation of funds from the property sale proceeds.

The court considered the language and context of the settlement statement, the terms of the deed of guarantee and indemnity, and the commercial nature of the transaction. It held that the fees referred to as "agency fees" in the settlement statement were indeed agency fees and not solicitors fees or conveyancing fees. The court found that these fees were to be held in trust according to the undertakings given on 12 March 2015. The court ruled that the sum of $21,800, being part of the "agency and conveyancing fees" mentioned in the settlement statement, should be held in trust as per the terms of the guarantee and indemnity.

The court ordered that the sum of $21,800 be held in trust in accordance with the undertakings given on 12 March 2015. Additionally, the court ordered that the costs of the application be paid by the first defendant. This decision provided clarity on the interpretation of the terms in the settlement statement and ensured that the funds were appropriately allocated according to the terms of the guarantee and indemnity.

Orders

Orders of the court

1. The sum of $21,800, being part of the sum of $23,776.40 referred to as “agency and conveyancing fees” in the settlement statement of the sale of the subject property, is to be held in trust in accordance with the undertakings given on 12 March 2015.

2. The sum of $21,800, being part of the sum of $23,776.40 referred to as "agency and conveyancing fees" in the settlement statement for the sale of the subject property provided to this Court, for the sale on 27 March 2015, is to be held in trust in accordance with the undertakings given on 12 March 2015 as part of the balance of the sale proceeds.

3. The costs of this application be paid by the First Defendant.

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.