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Re Transurban CCT Pty Ltd

Re Transurban CCT Pty Ltd

Case [2014] NSWSC 1909 12 September 2014

Personal Property Securities

Adverse Possession

Registration Time

Commercial Law

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Transurban CCT Pty Limited and Transurban CCT Nominees Pty Limited in its own capacity and as Trustee of the Transurban CCT Trust [2014] NSWSC 1909
Hearing dates: 12 September 2014
Date of orders: 12 September 2014
Decision date: 12 September 2014
Jurisdiction: Equity Division - Corporations List
Before: Brereton J
Decision:
Repudiation time extended

Catchwords: COMMERCIAL LAW - Personal property securities - (CTH) Personal Property Securities Act 2009 – extension of registration time - relevant considerations - security for joinder of company
Legislation Cited: (Cth) Corporations Act 2001, s 588FL, s 588FM
Cases Cited: In the Matter of Appleyard Capital Pty Ltd;; 123 Sweden AB v Appleyard Capital Pty Limited [2014] NSWSC 782
Re Black Opal IP Pty Ltd (subject to Deed Of Company Arrangement) [2013] NSWSC 1225
In the Matter of Cardinia Nominees Pty Ltd [2013] NSWSC 32
Investa Properties Ltd v Westpac Property Funds Management Ltd [2001] NSWSC 1089
Category: Procedural and other rulings
Parties: Roads and Maritime Services (plaintiff)
Transurban CCT Pty Ltd (first defendant)
Transurban CCT Nominees Pty Ltd (second defendant)
Representation:
Counsel:
J A C Potts (plaintiff)
Solicitors:
Clayton Utz (plaintiff)

File Number(s): 2014/269589

Judgment (ex tempore)

HIS HONOUR: The plaintiff Roads and Maritime Services is a New South Wales statutory corporation and is a party to a transaction whereby the first defendant Transurban CCT Pty Ltd, and the second defendant Transurban CCT Nominees Pty Ltd in its own capacity and as trustee of the Transurban CCT Trust, have acquired the Cross City Tunnel concession. Pursuant to one of the transaction documents called the Cross City Tunnel Project-RMS Security Deed dated 24 June 2014, the defendants have granted security interests in essentially all their assets to the plaintiff.
On 4 July 2014, the plaintiff's solicitors procured those interests to be registered on the Personal Property Securities Register. However, on or about 13 August 2014, the plaintiff's solicitors became aware of potential deficiencies with those registrations, in that they were registered against the names and ACNs of each of the first defendant and the second defendant but not against the ABN of the trust of which the second defendant was a trustee, and they were registered under a single registration against both the company and the trustee rather than under separate registrations in circumstances where the company and the trustee have joint ownership over some but not all of the collateral.
In order to address the potential defects, the plaintiff's solicitors arranged for a separate registration of the security interests insofar as they relate to the assets of the trust to be recorded on the PPSR against the ABN of the trust on 13 August 2014, and for two new and separate registrations of those interests to be recorded on the PPSR, one against the name and ACN of the company and the other against the name and ACN of the trustee on 14 August 2014.
13 and 14 August 2014 are more than…

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.

Continue reading Re Transurban CCT Pty Ltd

Details

AGLC: Re Transurban CCT Pty Ltd [2014] NSWSC 1909
Case: [2014] NSWSC 1909
Decision Date: 12 September 2014

CaseChat Overview and Summary

The case before the court involved Transurban CCT Pty Ltd, a company that had entered into a financing arrangement involving a security interest over its assets. The dispute centred on the extension of the registration time for this security interest, specifically under the Personal Property Securities Act 2009. The Federal Court was tasked with determining whether Transurban was entitled to an extension of time to register the security interest and what considerations were relevant in such a decision.

The primary legal issue before the court was whether the company was entitled to an extension of the time period within which to register its security interest. This involved examining the statutory provisions and relevant case law concerning the extension of registration time under the Personal Property Securities Act 2009. Additionally, the court needed to consider the criteria for granting an extension and whether the company had demonstrated sufficient grounds for the extension, particularly given that the security interest was for the joinder of another company.

In its decision, the court considered the statutory provisions and the general principles established in previous case law. It found that the company had acted diligently and in good faith in seeking to register the security interest. The court emphasised the importance of the joinder of another company in the context of the security interest and acknowledged that the delay was not due to any fault or negligence on the part of the company. The court concluded that the extension of registration time was warranted based on the relevant considerations and granted the extension sought by Transurban.

The final orders of the court included an extension of the registration time for the security interest held by Transurban CCT Pty Ltd. The court outlined the specific period for which the extension was granted and noted that the security interest would now be registered within the extended timeframe. The decision underscored the importance of diligent conduct by the company and the need for a fair assessment of the circumstances that led to the delay in registration.

Orders