Yard v Yardoo Pty Ltd

The matter between Yard and Yardoo Pty Ltd was heard by the Supreme Court of Victoria. The dispute centred on the ownership of farming properties that were transferred to a family company in the 1970s to avoid probate and estate duties. The plaintiffs sought a declaration that a resulting trust existed over the properties, claiming that the transferors did not intend to pass the beneficial interest to the company, and that the expectation of retaining control of the properties was sufficient to prevent such a transfer. Alternatively, the plaintiffs argued for the imposition of a remedial constructive trust based on a change in family circumstances, or that the loan accounts credited as consideration for the transfer were not genuine transactions.

The court examined whether the act of crediting loan account balances constituted valuable consideration for the transfer of properties, and whether those accounts were intended to be genuine transactions. The court also considered whether the unforeseen change in family circumstances was sufficient to impose or recognise a remedial constructive trust. The court found that the transferors did not intend to pass the beneficial interest to the company, and that the expectation of retaining control of the properties was sufficient to prevent such a transfer. The court also found that the loan accounts were not genuine transactions and therefore did not constitute valuable consideration.

The court further considered the winding up of the company and the valuation of the shares. The court found that the company should be wound up just and equitable, and that the shares should be valued on a net assets basis as at the date of trial. The court also found that the partnership between the parties had dissolved as of the date of the commencement of the proceeding for dissolution.

The court ordered that the farming properties be held on resulting trust for the plaintiffs, and that the company be wound up just and equitable. The court also ordered that the shares be valued on a net assets basis as at the date of trial, and that the minority shareholder be compensated for the compulsory purchase of their shares.