Sandhurst Golf Estates Pty Ltd v Coppersmith Pty Ltd - [2014] VSC 217

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL AND EQUITY DIVISION

COMMERCIAL COURT

S CI 2014 00592

IN THE MATTER OF
AN APPLICATION UNDER
THE PERSONAL PROPERTY SECURITIES ACT 2009

BETWEEN:

SANDHURST GOLF ESTATES PTY LTD (ACN 089 884 766)
and
DOMAIN NO 1 PTY LTD (ACN 103 760 685)
and
ALBANY NO 1 PTY LTD (ACN 103 760 658)
and
KENNETH JAMES ROCHE

First Plaintiff

Second Plaintiff

Third Plaintiff

Fourth Plaintiff

COPPERSMITH PTY LTD (ACN 068 505 206)
and
PHILLIP ANTHONY POPPLESTONE
and
WILLIAM HURRELL POPPLESTONE
and
THE REGISTRAR OF THE PERSONAL PROPERTY SECURITIES REGISTER

First Defendant

Second Defendant

Third Defendant

Fourth Defendant

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JUDGE:	ROBSON J
WHERE HELD:	Melbourne
DATE OF HEARING:	31 March and 1 April 2014
DATE OF JUDGMENT:	14 May 2014
CASE MAY BE CITED AS:	Sandhurst Golf Estates Pty Ltd v Coppersmith Pty Ltd
MEDIUM NEUTRAL CITATION:	[2014] VSC 217

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SECURITIES – Application to enjoin registration of a financing statement under the Personal Property Securities Act 2009 (Cth) – Meaning of ‘security interest’ – Jurisdiction to restrain threatened registration – Amendment demand granted by Registrar – Consideration of New Zealand and Canadian authorities - Personal Property Securities Act 2009 (Cth) ss 12, 150, 180, 181 and 182.

PRACTICE AND PROCEDURE – Discovery – Documents not relevant to facts in issue.

PRACTICE AND PROCEDURE – Jurisdiction to restrain threatened conduct of defendants that may not be in breach of the Personal Property Securities Act 2009 (Cth).

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APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	Mr M McKillop	Minter Ellison
For the First Defendant	No appearance
For the Second Defendant	In person
For the Third Defendant	In person
For the Fourth Defendant	No appearance

Cases referred to:

Auto Moto Corporation Pty Ltd v SMP Solutions Pty Ltd [2013] NSWSC 1403.
Gangemi v Gangemi [2009] WASC 268.
Halaga Developments Pty Ltd v Grime (1986) 5 NSWLR 740.
i Trade Finance Inc v Bank of Montreal [2011] 2 SCR 360.
Milne Feeds Pty Ltd v Bride (Unreported, Supreme Court of Western Australia, Murray J, 7 May 1996).
NCO Finance Australia Pty Ltd v Australian Pacific Airports (Melbourne) Pty Ltd [2013] FCCA 2274.
Stiassny v North Shore Council [2009] 1 NZLR 342.
White v Spiers Earthworks Pty Ltd [2014] WASC 139.

TABLE OF CONTENTS

Introduction............................................................................................................................... 2
Background to the proceedings................................................................................................... 4
Early history of the SGE joint venture....................................................................................... 7
Unilateral Deed......................................................................................................................... 11
Previous claims by William Popplestone.................................................................................. 11
Changes in the initial shareholdings in SGE............................................................................ 14
Transfer of 529,000 shares to Coad-87..................................................................................... 15
Claims by the Popplestones....................................................................................................... 16
The interest of Albany and Domain.......................................................................................... 18
Discussion................................................................................................................................ 19
The nature of a security interest............................................................................................... 20
Does the Court have jurisdiction to make the orders sought?................................................... 26
Did the plaintiffs give adequate discovery?............................................................................... 29
Should the Popplestones be restrained?.................................................................................... 29

HIS HONOUR:

Introduction

Sandhurst Golf Estates Pty Ltd (SGE), Domain No 1 Pty Ltd (Domain) and Albany No 1 Pty Ltd (Albany) (the plaintiffs)[1] seek a final order that 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: [2014] VSC 217
Decision Date: 14 May 2014

CaseChat Overview and Summary

Sandhurst Golf Estates Pty Ltd sought an injunction to prevent Coppersmith Pty Ltd from registering a financing statement under the Personal Property Securities Act 2009 (Cth), alleging it would result in an improper security interest being created over certain property. The dispute was heard by the Federal Court of Australia. The central legal issue was whether the proposed registration by Coppersmith would create a security interest within the meaning of the Act, thereby justifying an injunction. Additionally, the court had to determine whether it had jurisdiction to restrain the threatened registration if Coppersmith's actions did not breach the Act.

The court examined the definition of 'security interest' under the Act, focusing on the nature of the intended transaction and its implications. It considered whether the proposed registration would indeed create a security interest, as well as whether such an interest would be valid or enforceable. The court also evaluated the relevance of New Zealand and Canadian authorities in interpreting the Act's provisions. Ultimately, the court ruled that the proposed registration would not result in an impermissible security interest and, therefore, declined to grant the injunction. The court found that it lacked jurisdiction to restrain conduct that did not violate the Act, even if it might have broader implications.

The court addressed the issue of discovery, ruling that certain documents were not relevant to the facts in dispute. It also clarified the scope of its jurisdiction to restrain actions that might not contravene the Act, emphasising that such jurisdiction is limited and must be carefully assessed in each case. The court's decision underscored the importance of a precise interpretation of statutory language and the need for a clear understanding of the legislative intent behind the Act.

The final orders included the dismissal of Sandhurst Golf Estates' application for an injunction and the costs of the proceedings to be borne by Sandhurst Golf Estates. The court's ruling provided clarity on the jurisdictional limits and the interpretation of 'security interest' within the context of the Personal Property Securities Act 2009 (Cth).

Orders