Themis Holdings Pty Ltd v Canehire Pty Ltd

Themis Holdings Pty Ltd (Themis) sued Canehire Pty Ltd (Canehire) over the acquisition of the freehold of Crown land that Canehire held on lease on behalf of the Holzapfel Property Trust (HPT). Themis, as a beneficiary of the HPT, sought equitable compensation for Canehire's alleged breach of trust and fiduciary duty. Canehire, which also held a significant interest in the HPT, was alleged to have purchased the freehold of the property in its own right rather than for the benefit of the HPT, despite an alleged agreement with the controlling mind of Canehire, Mr Ham, and Mr Holzapfel that it be acquired for the HPT. Canehire argued that the beneficiaries of the HPT had consented to it acquiring the freehold in its own right, but Themis maintained that Canehire had breached its duty of trust and fiduciary duty. The dispute also included whether Mr Ham was liable for Canehire's alleged breach of trust and fiduciary duty as an accessory. The court had to determine if there was a breach of trust, the nature of any breach, and who, if anyone, was liable for the breach. The court also had to consider whether any available relief from liability applied.

The court had to decide whether Canehire had breached its fiduciary duty and duty of trust by acquiring the freehold in its own right. The court also had to determine if Canehire had acted in conscious bad faith and whether this precluded it from seeking relief from liability. Furthermore, the court needed to ascertain whether the beneficiaries of the HPT had consented to Canehire acquiring the freehold in its own right. The court also had to consider if Mr Ham was liable as an accessory to Canehire's alleged breach of trust and fiduciary duty. Finally, the court had to determine what relief was available from liability and whether it applied to the case.

The court found that Canehire had indeed breached its duty of trust and fiduciary duty by purchasing the freehold in its own right rather than for the HPT. The court held that Canehire had acted in conscious bad faith and that this precluded it from seeking relief from liability under clause 24 of the Trust Deed or sections 76 and 77 of the Trusts Act 1973. The court further found that the beneficiaries of the HPT had not consented to Canehire acquiring the freehold in its own right. The court held that Mr Ham was liable as an accessory to Canehire's breach of trust and fiduciary duty. The court ordered Themis be paid equitable compensation in the amount of $4,063,621 including compound interest from 30 October 2008 to 12 August 2013. Canehire's counterclaim was dismissed.

The court ordered that Themis be paid equitable compensation in the amount of $4,063,621 including compound interest from 30 October 2008 to 12 August 2013. Canehire's counterclaim was dismissed. The court would hear submissions on further interest and costs.