Park v Monreacon Pty Ltd & Ors - [2024] QSC 44

SUPREME COURT OF QUEENSLAND

CITATION:

Park v Monreacon Pty Ltd & Ors [2024] QSC 44

PARTIES:

NIKKI ANGELA PARK

(Applicant)

and

MONREACON PTY LTD ACN 112 478 930 AS TRUSTEE OF THE MONREACON TRUST
(First Respondent)
and
RISK QLD PTY LTD ACN 131 354 240 AS TRUSTEE OF THE RISK QLD TRUST
(Second Respondent)
and
LAURENCE BRUCE COUTTS
(Third Respondent)
and
GREGORY REDINGTON
(Fourth Respondent)
and
CHRISTOPHER CASTLES
(Fifth Respondent)
and
ICHOR ACTIVE PTY LTD ACN 075 917 485 AS TRUSTEE FOR THE LB COUTTS FAMILY DISCRETIONARY TRUST
(Sixth Respondent)
and
REDIVE PTY LTD ACN 075 907 532 AS TRUSTEE FOR THE REDINGTON FAMILY DISCRETIONARY TRUST
(Seventh Respondent)
and
COSCER INVESTMENTS PTY LTD ACN 133 493 535 AS TRUSTEE FOR THE COSCER INVESTMENT TRUST
(Eighth Respondent)
and
888 DISTRIBUTIONS PTY LTD ACN 131 520 815

(Ninth Respondent)

and
ZEST FINANCIAL SOLUTIONS PTY LTD ACN 099 556 180

(Tenth Respondent)

FILE NO/S:

482 of 2022

DIVISION:

Trial

PROCEEDING:

Application

ORIGINATING COURT:
Supreme Court of Queensland at Cairns

DELIVERED ON:

22 March 2024

DELIVERED AT:

Cairns

HEARING DATE:

7 & 8 December 2023

JUDGE:

Henry J

ORDERS:

1.   Application dismissed.

2.   Liberty to apply to be heard as to costs, on the giving of two business days’ notice in writing by no later than 22 April 2024.

3.   If the liberty conferred by order 2 is not exercised in time, the applicant will pay the respondents’ costs to be assessed, if not agreed, on the standard basis.

CATCHWORDS:
CORPORATIONS – MEMBERSHIPS, RIGHTS AND REMEDIES – MEMBERS’ REMEDIES AND INTERNAL DISPUTES – PROCEEDINGS ON BEHALF OF COMPANY BY MEMBER – STATUTORY DERIVATIVE ACTION – where the applicant seeks leave per s 237 Corporations Act to pursue a claim on behalf a company – where the applicant is a former principal beneficiary under the trust of which the company is trustee – where the claim would seek an order that equitable compensation be paid to the company on trust for distribution to the applicant – where the foundation for ordering the company to so distribute the compensation would not be properly determined by the claim as proposed – whether there is a serious issue to be tried – whether the applicant is acting in good faith – whether granting leave is in the best interests of the company

Corporations Act 2001 (Cth) ss 236, 237
Trusts Act 1973 (Qld) s 94
Uniform Civil Procedure Rules r 527

ABC v Lenah Game Meats Pty Ltd (2001) 208 CLR 199 followed
Cooper v Myrtace Consulting Pty Ltd [2014] FCA 480 followed
Dwyer v Ross (1992) 34 CLR 463 cited
Fordyce v Ryan & Anor; Fordyce v Quinn & Anor [2016] QSC 307 cited
Foss v Harbottle (1843) 2 Hare 461; 67 ER 189 cited
Goozee v Graphic World Group Holdings (2002) 170 FLR 451 cited
Maher v Honeysett & Maher Electrical Contractors Pty Ltd [2005] NSWSC 859 cited
Metyor Inc v Queensland Electronics Switching Pty Ltd [2003] 1 Qd R 186 discussed
Re Arthur Brady Family…

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 Park v Monreacon Pty Ltd & Ors 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: [2024] QSC 44
Decision Date: 22 March 2024

CaseChat Overview and Summary

The case of Park v Monreacon Pty Ltd & Ors involved the applicant, Ms Park, seeking leave to pursue a statutory derivative action on behalf of Risk Qld Pty Ltd, a company of which she was a former principal beneficiary. The dispute centred on whether Ms Park was entitled to seek equitable compensation for Risk Qld against Monreacon Pty Ltd, which would be held on trust for Ms Park’s benefit. The matter was heard in the Federal Court of Australia.

The legal issues before the court included whether Ms Park was acting in good faith, whether a serious question existed to be tried, and whether granting leave would be in the best interests of Risk Qld. Ms Park argued that the proposed settlement did not account for the profits she believed she was entitled to from commissions received by Monreacon. The court needed to determine whether the proposed claim was a genuine attempt to seek compensation for the company or if it was driven by personal interests.

The court found that Ms Park's rejection of a settlement proposal that did not fully address her concerns did not indicate an absence of good faith. However, the court was not satisfied that the proposed claim would properly determine the foundation for ordering Risk Qld to distribute compensation to Ms Park. Consequently, the court held that Ms Park had not met the criteria set out in section 237(2) of the Corporations Act, leading to the dismissal of her application. The court also noted that it was unlikely there was good reason for costs to deviate from the standard basis, but granted Ms Park a brief period to apply for costs.

The court's final orders were to dismiss the application for leave, provide Ms Park with liberty to apply for costs within a specified timeframe, and order that if the application for costs was not made in time, Ms Park would be liable to pay the respondents' costs.

Orders

Orders of the court

1. Application dismissed.

2. Liberty to apply to be heard as to costs, on the giving of two business days’ notice in writing by no later than 22 April 2024.

3. If the liberty conferred by order 2 is not exercised in time, the applicant will pay the respondents’ costs to be assessed, if not agreed, on the standard basis.

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

In other words, the proposed process was to be confined to Risk Qld’s books and was to take into account monies allegedly owing by Monreacon. It is unremarkable that Ms Park rejected a proposal which did not extend to open access to Zest Financial Solutions’ books and which was in any event qualified by the requirement of a process which would bring into account profits allegedly retained by Ms Park from commissions received by Monreacon. The rejection of such a proposal does not suggest an absence of good faith on Ms Park’s part.Conclusion These reasons have explained why I am not satisfied of all of the matters listed in s 237(2). Such satisfaction being a pre-requisite to the granting of leave, the application for leave must be dismissed.Orders It is unlikely there exists good reason why costs would do other than follow the event on the standard basis. I will therefore make a costs order but, as a matter of caution, also confer a brief period of liberty to apply to be heard as to costs. My orders are:1. Application dismissed.2. Liberty to apply to be heard as to costs, on the giving of two business days’ notice in writing by no later than 22 April 2024. 3. If the liberty conferred by order 2 is not exercised in time, the applicant will pay the respondents’ costs to be assessed, if not agreed, on the standard basis.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Park v Monreacon Pty Ltd & Ors [2024] QSC 44
PARTIES:	NIKKI ANGELA PARK (Applicant) and MONREACON PTY LTD ACN 112 478 930 AS TRUSTEE OF THE MONREACON TRUST (First Respondent) and RISK QLD PTY LTD ACN 131 354 240 AS TRUSTEE OF THE RISK QLD TRUST (Second Respondent) and LAURENCE BRUCE COUTTS (Third Respondent) and GREGORY REDINGTON (Fourth Respondent) and CHRISTOPHER CASTLES (Fifth Respondent) and ICHOR ACTIVE PTY LTD ACN 075 917 485 AS TRUSTEE FOR THE LB COUTTS FAMILY DISCRETIONARY TRUST (Sixth Respondent) and REDIVE PTY LTD ACN 075 907 532 AS TRUSTEE FOR THE REDINGTON FAMILY DISCRETIONARY TRUST (Seventh Respondent) and COSCER INVESTMENTS PTY LTD ACN 133 493 535 AS TRUSTEE FOR THE COSCER INVESTMENT TRUST (Eighth Respondent) and 888 DISTRIBUTIONS PTY LTD ACN 131 520 815 (Ninth Respondent) and ZEST FINANCIAL SOLUTIONS PTY LTD ACN 099 556 180 (Tenth Respondent)
FILE NO/S:	482 of 2022
DIVISION:	Trial
PROCEEDING:	Application
ORIGINATING COURT:	Supreme Court of Queensland at Cairns
DELIVERED ON:	22 March 2024
DELIVERED AT:	Cairns
HEARING DATE:	7 & 8 December 2023
JUDGE:	Henry J
ORDERS:	1. Application dismissed. 2. Liberty to apply to be heard as to costs, on the giving of two business days’ notice in writing by no later than 22 April 2024. 3. If the liberty conferred by order 2 is not exercised in time, the applicant will pay the respondents’ costs to be assessed, if not agreed, on the standard basis.
CATCHWORDS:	CORPORATIONS – MEMBERSHIPS, RIGHTS AND REMEDIES – MEMBERS’ REMEDIES AND INTERNAL DISPUTES – PROCEEDINGS ON BEHALF OF COMPANY BY MEMBER – STATUTORY DERIVATIVE ACTION – where the applicant seeks leave per s 237 Corporations Act to pursue a claim on behalf a company – where the applicant is a former principal beneficiary under the trust of which the company is trustee – where the claim would seek an order that equitable compensation be paid to the company on trust for distribution to the applicant – where the foundation for ordering the company to so distribute the compensation would not be properly determined by the claim as proposed – whether there is a serious issue to be tried – whether the applicant is acting in good faith – whether granting leave is in the best interests of the company Corporations Act 2001 (Cth) ss 236, 237 Trusts Act 1973 (Qld) s 94 Uniform Civil Procedure Rules r 527 ABC v Lenah Game Meats Pty Ltd (2001) 208 CLR 199 followed Cooper v Myrtace Consulting Pty Ltd [2014] FCA 480 followed Dwyer v Ross (1992) 34 CLR 463 cited Fordyce v Ryan & Anor; Fordyce v Quinn & Anor [2016] QSC 307 cited Foss v Harbottle (1843) 2 Hare 461; 67 ER 189 cited Goozee v Graphic World Group Holdings (2002) 170 FLR 451 cited Maher v Honeysett & Maher Electrical Contractors Pty Ltd [2005] NSWSC 859 cited Metyor Inc v Queensland Electronics Switching Pty Ltd [2003] 1 Qd R 186 discussed Re Arthur Brady Family…