Grain Technology Australia Limited & Ors v Rosewood Research Pty Ltd & Ors [2019] NSWSC 1111

Grain Technology Australia Limited & Ors v Rosewood Research Pty Ltd & Ors [2019] NSWSC 1111

Pending the final determination of whether the subject property is held on a charitable trust, preservation of the property – and in particular the unique Pilot Mill – must take precedence over the possibility of decreased market value. The risk of irreparable destruction of trust assets outweighs the commercial risks identified by the Receiver, making it justified for the Receiver not to take steps to sell the property at this stage.

Parties
First Plaintiff/respondent: Grain Technology Australia Limited; Second Plaintiff/respondent: Raymond Bruce Schwartz; Third Plaintiff/respondent: Manidra Flour Mills Pty Ltd; Fourth Plaintiff/respondent: Bakers Delight Holdings Limited; First Defendant: Rosewood Research Pty Ltd (Official Receiver and Manager Appointed); Second Defendant: Pathway Properties Pty Ltd; Third Defendant: Asia Pacific Technologies Pty Ltd; Fourth Defendant: Dr Graham John McMaster; Fifth Defendant: Allan Murphy; Sixth Defendant: Laurance Didsdale Gullick; Seventh Defendant: Attorney General of NSW
Jurisdiction
Australia
Judgment Date
30 August 2019
Procedural Posture
Receiver's Application for Directions in Ongoing Equity Proceedings / Interlocutory Application Prior to Final Hearing
Outcome
Application granted. Directions given that Receiver is justified in not taking steps to sell the subject property; partial release from undertakings; orders as to costs.
Legal Topics
Receivership, Charitable Trusts, Sale of Assets, Directions to Receiver, Preservation of Trust Property
Equity Corporations Law Charity Law Receivership Charitable Trusts Sale of Assets Directions to Receiver Preservation of Trust Property

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Parties

Grain Technology Australia Limited

First Plaintiff/respondent

Raymond Bruce Schwartz

Second Plaintiff/respondent

Manidra Flour Mills Pty Ltd

Third Plaintiff/respondent

Bakers Delight Holdings Limited

Fourth Plaintiff/respondent

Rosewood Research Pty Ltd (Official Receiver and Manager Appointed)

First Defendant

Pathway Properties Pty Ltd

Second Defendant

Asia Pacific Technologies Pty Ltd

Third Defendant

Dr Graham John McMaster

Fourth Defendant

Allan Murphy

Fifth Defendant

Laurance Didsdale Gullick

Sixth Defendant

Attorney General of NSW

Seventh Defendant

Procedural Posture

Receiver's Application for Directions in Ongoing Equity Proceedings / Interlocutory Application Prior to Final Hearing

Legal Issues

  1. 1 Whether the Receiver is justified in not taking steps to sell real property pending final determination of charitable trust proceedings
  2. 2 Whether the Receiver should be released from undertakings restraining sale to the extent of acting in accordance with Court's directions
  3. 3 Appropriate preserving of the subject property including assets potentially held on charitable trusts

Ratio Decidendi

Pending the final determination of whether the subject property is held on a charitable trust, preservation of the property – and in particular the unique Pilot Mill – must take precedence over the possibility of decreased market value. The risk of irreparable destruction of trust assets outweighs the commercial risks identified by the Receiver, making it justified for the Receiver not to take steps to sell the property at this stage.

Court Disposition

Application granted. Directions given that Receiver is justified in not taking steps to sell the subject property; partial release from undertakings; orders as to costs.

Orders

  • Direct that the Applicant as Receiver & Manager is justified in not taking steps to sell the subject real property at North Ryde.
  • Order that the Applicant be released from undertakings of First to Third Defendants of 24 May 2013 to the extent necessary to act in accordance with these directions.