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Trotter v RNC Nominees Pty Ltd

Trotter v RNC Nominees Pty Ltd

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Case Copied 28 April 2025 52 min read

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IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMON LAW DIVISION

PRACTICE COURT

S ECI 2025 02167

GARY ALEXANDER TROTTER
(and others according to the schedule attached)

Plaintiffs

RNC NOMINEES PTY LTD (ACN 602 126 287) AS TRUSTEE

OF THE AGRIMAC FUND AND AS TRUSTEE OF THE ROADNIGHT CAPITAL PRIVATE DEBT FUND
(and others according to the schedule attached)

Defendants

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JUDGE:	Gray J
WHERE HELD:	Melbourne
DATE OF HEARING:	24 April 2025
DATE OF JUDGMENT:	28 April 2025
CASE MAY BE CITED AS:	Trotter v RNC Nominees Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 224

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PRACTICE AND PROCEDURE — Urgent application for interlocutory injunctions — Application by registered proprietors of land to restrain imminent settlement of contracts of sale of land — In related proceeding caveator seeks to maintain caveats on basis of claim of breach of mortgagee’s duty in exercising power of sale — Outcome of related proceeding dependent on outcome of application for injunction — After receiving defendants’ affidavit material plaintiffs apply for adjournment to supplement their affidavit material — Court hears application for interim injunction.

INJUNCTIONS — Application by registered proprietors of land to restrain imminent settlement of contracts of sale of land — Two claims pleaded in general indorsement on writ — First claim alleges unconscionable conduct in relation to entry into loan facility agreement and steps taken by defendants under that agreement — Asserted claim subject to release contained in subsequent deed of forbearance — On current evidence prima facie case not established for first claim — Second claim alleges exercise by defendants of mortgagee’s power of sale in breach of duty of good faith and s 77 of Transfer of Land Act 1958 — On current evidence, prima facie case for second claim not established — Further or alternatively, any such case insufficient to justify interim injunction preventing imminent settlements — Balance of convenience does not support the grant of the injunction — Not established that damages would be an inadequate remedy — Not established that usual undertaking as to damages would be meaningful in light of plaintiffs’ inadequate finances, uncertain prospects of obtaining refinancing and the absence of any alternative additional security — Not established that plaintiffs face a greater risk of harm from settlements proceeding than defendants do from sales being restrained — Transfer of Land Act 1958 s 77.

PRACTICE AND PROCEDURE — Discovery — Application for particular discovery — Claim alleging exercise by defendants of mortgagee’s power of sale in breach of duty of good faith and s 77 of Transfer of Land Act 1958 — Defendants disclosed partially redacted contracts of sale omitting identify of purchasers and purchase prices — Plaintiffs apply for discovery of unredacted contracts of sale — Relevance to claim — Defendants’ allegations of interference with sale process by plaintiffs — Defendants’ claims about commercial sensitivity and confidentiality — Whether necessary and appropriate to decide in course of urgent Practice Court hearing — Civil Procedure Act 2010.

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APPEARANCES:

Counsel

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: [2025] VSC 224
Decision Date: 28 April 2025

CaseChat Overview and Summary

In the case of Trotter v RNC Nominees Pty Ltd, the plaintiffs, who were the registered proprietors of certain land, sought interlocutory injunctions to prevent the imminent settlement of contracts of sale of their land. The defendants were RNC Nominees Pty Ltd and others, who held mortgages over the land in question. The proceedings were before the Supreme Court of Victoria. The plaintiffs sought to restrain the settlement of contracts of sale based on two primary claims: first, that there had been unconscionable conduct in relation to a loan facility agreement, and second, that the defendants had breached their duty of good faith and contravened s 77 of the Transfer of Land Act 1958 by exercising their power of sale.

The court examined the merits of each claim to determine whether an interim injunction should be granted. The court found that the first claim, regarding unconscionable conduct, was subject to a release in a subsequent deed of forbearance, and thus, a prima facie case for this claim had not been established. The second claim involved allegations of a breach of the duty of good faith and a contravention of s 77 of the Transfer of Land Act 1958. The court concluded that, while a prima facie case for this claim had not been established on the current evidence, even if such a case had been established, it would not have justified the grant of an interim injunction to prevent the settlements. The balance of convenience did not favour the plaintiffs, as it was not demonstrated that damages would be an inadequate remedy or that the plaintiffs faced a greater risk of harm from the settlements proceeding than the defendants did from the sales being restrained.

The court ultimately denied the application for an interim injunction and adjourned the matter to allow the plaintiffs to supplement their affidavit material. The court also dismissed the plaintiffs’ application for particular discovery of unredacted contracts of sale, finding that the matter was not necessary or appropriate to decide in the course of the urgent Practice Court hearing.

Orders