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Federal Court of Australia FEDERAL COURT OF AUSTRALIA Trilogy Funds Management Limited v Sullivan (No 2) [2015] FCA 1452 Citation: Trilogy Funds Management Limited v Sullivan (No 2) [2015] FCA 1452 Parties: TRILOGY FUNDS MANAGEMENT LIMITED (ACN 080 383 679) AS THE RESPONSIBLE ENTITY FOR THE PACIFIC FIRST MORTGAGE FUND (ARSN 088 139 477) v PHILIP KEITH SULLIVAN, THOMAS WILLIAM SWAN, STEPHEN ANTHONY MCCORMICK and IAN WILLIAM DONALDSON File number: NSD 604 of 2012 Judge: WIGNEY J Date of judgment: 18 December 2015 Catchwords: CORPORATIONS – directors – officers – statutory duties of directors – duty of care and diligence – duties of a responsible entity of a registered managed investment scheme pursuant to s 601FC of the Corporations Act 2001 (Cth) – duties of directors and officers of a responsible entity pursuant to s 601FD of the Corporations Act 2001 (Cth) – standard of care and diligence for directors and officers of a responsible entity acting as a professional trustee – duty of officers of a responsible entity to act in the best interests of scheme members – duty of officers to take steps to ensure responsible entity complies with Corporations Act 2001 (Cth), scheme constitution and compliance plan – where the directors and officers of a responsible entity of a registered managed investment scheme approved or purportedly approved the increase of a loan facility in circumstances where scheme constitution and compliance plan not complied with – whether directors and officers of a responsible entity of a managed investment scheme acted with care and diligence in approving increase to loan facility – where advances above the approved limit of loan facility – whether directors or officers of a responsible entity of a managed investment scheme failed to exercise care and diligence in failing to prevent advances being made – whether non-executive directors entitled to rely on management and auditors – failure of directors and officers to comply with the Corporations Act 2001 (Cth) – contravention of s 601FD of the Corporations Act 2001 (Cth) – contravention resulting in loss – compensation orders under s 1317H of the - 2 - Corporations Act 2001 (Cth) – causation – relevant principles of causation in context of s 1317H of the Corporations Act 2001 (Cth) – where contraveners claim that loss inevitable irrespective of contraventions – where contraveners claim failure to mitigate loss resulting from contraventions – principles relating to mitigation of loss in context of compensation orders under s 1317H of the Corporations Act 2001 (Cth) – exoneration – whether directors and officers ought fairly to be excused for contraventions pursuant to ss 1317S and 1318 of the Corporations Act 2001 (Cth) EVIDENCE – admissibility – opinion evidence – expert’s field of specialised knowledge – whether specialised knowledge demonstrated – whether demonstrated that opinions based on specialised knowledge – whether probative value of opinion evidence substantially outweighed by danger of undue waste of time or unfair prejudice – Evidence Act 1995 (Cth), ss 76, 79, 135 REAL PROPERTY – valuations – land value – “as is” valuations – highest and best use of land – whether expert valuer is required to consider the possibility of rezoning of land when preparing valuation of land DAMAGES – losses resulting from contraventions of s 601FD of the Corporations Act 2001 (Cth) by directors and officers of a registered managed investment scheme – whether the responsible entity of a registered managed investment scheme failed to act reasonably to mitigate the loss – whether the responsible entity of a registered managed investment scheme is entitled to a compensation order pursuant to s 1317H of the Corporations Act 2001 (Cth) – relevant principles of causation and loss – test for causation and loss – whether any damage suffered by the responsible entity “resulted from” contraventions of the Corporations Act 2001 (Cth) – where contraveners claim that loss would have been suffered irrespective of contraventions – method of calculating loss Legislation: Corporations Act 2001 (Cth), ss 9, 180, 199A, 420, 420A, 601EA, 601EB, 601ED, 601FA, 601FB, 601FC, 601FD, 601FM, 601FS, 601GA, 601GB, 601HA, 601HG, 601JA, 601JB, 912A, 912C, 915C, 1311, 1317DA, 1317E, 1317H, 1317J, 1317S, 1318, 1325, Sch 3 Evidence Act 1995 (Cth), ss 76, 79, 135, 140 Federal Court of Australia Act 1976 (Cth), s 51A Federal Court Rules 2011 (Cth) Local Government (Planning and Environment) Act 1990 (Qld) - 3 - Local Government Act 1936 (Qld) State Development and Public Works Organisation Act 1971 (Qld) Trade Practices Act 1974 (Cth), s 82 Trusts Act 1973 (Qld), s 21 Cases cited: ABN AMRO Bank NV v Bathurst Regional Council (2014) 224 FCR 1; [2014] FCAFC 65 Ackers v Austcorp International Ltd [2009] FCA 432 Adler v Australian Securities and Investments Commission (2003) 179 FLR 1 Advance Bank Australia Ltd v FAI Insurances Ltd (1987) 9 NSWLR 464 Arnotts Limited v Trade Practices Commission (1990) 24 FCR 313 Australian Securities and Investments Commission v Adler (2002) 168 FLR 253 Australian Securities and Investments Commission v Australian Property Custodian Holdings Limited (Receivers and Managers appointed) (in liquidation) (Controllers appointed) (No 3) [2013] FCA 1342 Australian Securities and Investments Commission v Healey (2011) 196 FCR 291 Australian Securities and Investments Commission v Healey (No 2) (2011) 196 FCR 430 Australian Securities and Investments Commission v MacDonald (No 12) (2009) 259 ALR 116; [2009] NSWSC 714 Australian Securities and Investments Commission v Maxwell (2006) 59 ACSR 373 Australian Securities and Investments Commission v Rich (2009) 236 FLR 1 Australian Securities and Investments Commission v Vines (2005) 55 ACSR 617 Australian Securities Commission v AS Nominees Limited (1995) 62 FCR 504 Bathurst Regional Council v Local Government Financial Services Pty Ltd (No 6) [2013] FCA 144 Briginshaw v Briginshaw (1938) 60 CLR 336 Chappel v Hart (1998) 195 CLR 232 Clark v Ryan (1960) 103 CLR 486 Commonwealth Custodial Services Ltd as Trustee for Burwood Trust Fund v Valuer-General (NSW) (2006) 148 LGERA 38 CSR Ltd v Della Maddalena (2006) 224 ALR 1 Dasreef Pty Limited v Hawchar (2011) 243 CLR 588 Deputy Commissioner of Taxation v Dick (2007) 242 ALR 152; [2007] NSWCA 190 Doppstadt Australia Pty Ltd v Lovick & Son Developments Pty Ltd [2014] NSWCA 158 - 4 - Elna Australia Pty Ltd v International Computers (Aust) Pty Ltd (No 2) (1987) 16 FCR 410 Eric Preston Pty Ltd v Euroz Securities Ltd (2011) 274 ALR 705 Galvin v The Queen (2006) 161 A Crim R 449 Henville v Walker (2001) 206 CLR 459 HG v The Queen (1999) 197 CLR 414 I & L Securities Pty Limited v HTW Valuers (Brisbane) Pty Limited (2002) 210 CLR 109 ISPT Pty Ltd v Melbourne City Council (2008) 20 VR 447; [2008] VSCA 180 Jones v Dunkel (1959) 101 CLR 298 Karacominakis v Big Country Developments Pty Ltd (2000) 10 BPR 18,235; [2000] NSWCA 313 Knott Investments Pty Ltd v Fulcher [2014] 1 Qd R 21; [2013] QCA 067 Makita (Australia) Pty Ltd v Sprowles (2001) 52 NSWLR 705 Management 3 Group Pty Ltd (in liq) v Lenny’s Commercial Kitchens Pty Ltd (No 2) (2012) 203 FCR 283; (2012) 289 ALR 275 Marks v GIO Australia Holdings Limited (1998) 196 CLR 494 Masters v Cameron (1954) 91 CLR 353 McKay v Commissioner of Main Roads (No 7) [2011] WASC 223 McLellan (in his capacity as liquidator of the Stake Man Pty Ltd) v Carroll (2009) 76 ACSR 67 Munchies Management Pty Ltd v Belperio (1988) 58 FCR 274 NMFM Property Pty Ltd v Citibank Ltd (No 7) (1999) 161 ALR 576 Pavich v Bobra Nominees Pty Ltd [1988] ANZ ConvR 556 R v Dann [2000] NSWCCA 185 R v G (1997) 42 NSWLR 451 R v Sing (2002) 54 NSWLR 31 R v Tang (2006) 65 NSWLR 681 Ryding v Miles [2012] NSWSC 153 Sacher Investments Pty Ltd v Forma Stereo Consultants Pty Ltd [1976] 1 NSWLR 5 Segenhoe Ltd v Akins (1990) 29 NSWLR 569 Travel Compensation Fund v Tambree (2005) 224 CLR 627 Velevski v R (2002) 187 ALR 233 Vines v Australian Securities and Investments Commission (2007) 73 NSWLR 451 Date of hearing: 10-14, 17-19 March, 15-17 April, 2-3 June and 16-18 July 2014 - 5 - Place: Sydney Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 932 Counsel for the Applicant: Mr A S Martin SC with Mr S Nixon Solicitor for the Applicant: Maurice Blackburn Lawyers Counsel for the First, Second Mr M W Young SC with Mr M Richardson and Fifth Respondents: Solicitor for the First, Second Bransgroves Lawyers and Fifth Respondents: Counsel for the Third The Third Respondent appeared in person Respondent: IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 604 of 2012 BETWEEN: TRILOGY FUNDS MANAGEMENT LIMITED (ACN 080 383 679) AS THE RESPONSIBLE ENTITY FOR THE PACIFIC FIRST MORTGAGE FUND (ARSN 088 139 477) Applicant AND: PHILIP KEITH SULLIVAN First Respondent THOMAS WILLIAM SWAN Second Respondent STEPHEN ANTHONY MCCORMICK Third Respondent IAN WILLIAM DONALDSON Fifth Respondent JUDGE: WIGNEY J DATE OF ORDER: 18 DECEMBER 2015 WHERE MADE: SYDNEY THE COURT ORDERS THAT: 1. The applicant and the respondents are to confer with a view to agreeing on the appropriate orders to give effect to this judgment on or before 10 February 2016. 2. Any agreed short minutes of order are to be sent to the associate to Wigney J on or before 10 February 2016. 3. In the event that no agreement can be reached in relation to the orders, the applicant and the respondents are to file and serve written submissions in relation to the proposed orders (not exceeding, without leave, five pages in length, 1.5 line spacing, size 12 font) together with the proposed orders on or before 10 February 2016. 4. The proceeding be listed for directions on 15 February 2016 at 9.30am. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
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