Rosenbaum v Baidarman (No 2) [2021] NSWSC 574

Rosenbaum v Baidarman (No 2) [2021] NSWSC 574

The partnership was a partnership at will and has dissolved; partnership business is to be wound up under the Court's direction. The account is to be taken as between the partners on the basis of contributions and withdrawals as determined by the referee's report (as adopted or amended by the Court) and these reasons, and not on the wilful default basis. Specific declarations or credits/debits concerning assets, contributions, withdrawals, or interest are made or denied as detailed in the judgment, with a focused methodology dictated by the imperfect historic records. Deadlock in the administration of Omega Unit Trust and IPD Trust justifies the appointment of an independent new trustee...

Parties
First Plaintiff / First Cross Defendant: Eduard Rosenbaum; Second Plaintiff / Second Cross Defendant: Ironwell Pty Ltd; Third Cross Defendant: Alla Rosenbaum; Fourth Cross Defendant: Tanya Rosenbaum; Defendant / Cross Claimant: Jacob Baidarman; Fifth Cross Defendant: Ella Baidarman; Sixth Cross Defendant: Dabjade Pty Ltd; Seventh Cross Defendant: Excelsea Pty Ltd
Jurisdiction
Australia
Judgment Date
21 May 2021
Procedural Posture
Principal Judgment / Final Judgment on Disputed Issues With Directions for Final Orders and Winding Up
Outcome
Partnership dissolved; business to be wound up under Court's direction; account of assets and liabilities to be taken; appointment of an independent new trustee to both Omega Unit Trust and IPD Trust; other claims dismissed; parties to bring in short minutes of order.
Legal Topics
Dissolution of Partnership, Winding Up Partnership, Taking of Accounts, Trust Administration, Appointment of Trustee, Wilful Default and Accounting, Contributions and Withdrawals of Partners
Equity Trusts Partnership Dissolution of Partnership Winding Up Partnership Taking of Accounts Trust Administration Appointment of Trustee +2 more

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Parties

Eduard Rosenbaum

First Plaintiff / First Cross Defendant

Ironwell Pty Ltd

Second Plaintiff / Second Cross Defendant

Alla Rosenbaum

Third Cross Defendant

Tanya Rosenbaum

Fourth Cross Defendant

Jacob Baidarman

Defendant / Cross Claimant

Ella Baidarman

Fifth Cross Defendant

Dabjade Pty Ltd

Sixth Cross Defendant

Excelsea Pty Ltd

Seventh Cross Defendant

Procedural Posture

Principal Judgment / Final Judgment on Disputed Issues With Directions for Final Orders and Winding Up

Legal Issues

  1. 1 Whether the partnership between Mr Rosenbaum and Mr Baidarman was dissolved and to be wound up; basis and method for taking partnership accounts; characterization and treatment of specific transactions, contributions, and withdrawals; whether accounts should be taken on wilful default; nature and quantum of contributions and withdrawals of partners; whether certain assets (e.g., company shares, trust units, superannuation funds) are partnership property; character of trust transactions and appropriate relief for deadlocked administration; entitlement to appointment of new trustee for Omega Unit Trust and IPD Trust; liability for compound interest or benefits received; whether parties are entitled to specific monetary credits or debits on account.

Ratio Decidendi

The partnership was a partnership at will and has dissolved; partnership business is to be wound up under the Court's direction. The account is to be taken as between the partners on the basis of contributions and withdrawals as determined by the referee's report (as adopted or amended by the Court) and these reasons, and not on the wilful default basis. Specific declarations or credits/debits concerning assets, contributions, withdrawals, or interest are made or denied as detailed in the judgment, with a focused methodology dictated by the imperfect historic records. Deadlock in the administration of Omega Unit Trust and IPD Trust justifies the appointment of an independent new trustee...

Court Disposition

Partnership dissolved; business to be wound up under Court's direction; account of assets and liabilities to be taken; appointment of an independent new trustee to both Omega Unit Trust and IPD Trust; other claims dismissed; parties to bring in short minutes of order.

Orders

  • Declaration that partnership dissolved and is to be wound up under Court's direction.
  • Order for taking of account of assets and liabilities of partnership (per method described).