Australian Securities Commission v United Tree Farmers Pty Ltd & Ors [1997] FCA 479

Procedural Posture

Application for Declarations of Contraventions of the Corporations Law, Injunctive Relief, and Appointment of a Receiver and Manager Under S1323 of the Corporations Law / Reasons for Judgment After Hearing; Proposed Minutes of Orders Directed and Proceedings Stood Over for Making Orders

Legal Issues

1. 1 ['Whether the respondent companies, or some of them, participated in an investment scheme involving invitations to subscribe for prescribed interests contrary to sections 1018(1), 1064(1) and 1065(1) of the Corporations Law.' 'Whether the package of occupation agreements, plantation development agreements and finance agreements conferred a right to participate in, or an interest in, the profits or assets of a scheme within the definition of participation interest in s9 of the Corporations Law.' 'Whether the scheme extended to harvesting, distillation and marketing of tea tree oil notwithstanding the absence of express harvesting obligations in the formal agreements.' 'Whether TTOCNQ and Hyswin were sufficiently involved to be participants in the scheme.' 'Whether a receiver and manager should be appointed to United under s1323 of the Corporations Law.']

Ratio Decidendi

The package offered to investors was a programme or plan under which Transgrowth provided land, United provided management services, Syfind provided finance, and TTOCNQ was contemplated and used for harvesting. The investors were not merely acquiring isolated contractual rights; they were invited to participate in a larger tea tree plantation venture and held rights or interests in the land, trees and expected profits sufficient to constitute participation interests and therefore prescribed interests. Transgrowth, United, Syfind and TTOCNQ carried on a scheme involving offers or invitations to subscribe for or buy prescribed interests in contravention of sections 1018, 1064 and 1065 of...

Court Disposition

The Court concluded that Transgrowth, United, Syfind and TTOCNQ, but not Hyswin, carried on a scheme involving offers or invitations to subscribe for or buy prescribed interests causing contraventions of sections 1018, 1064 and 1065 of the Corporations Law. The Court indicated that a declaration would be made and...

Orders

• ['The applicant file and serve proposed minutes of orders appropriate to reflect the reasons of the Court on or before close of business Friday 6 June 1997.' 'The proceedings be stood over to 9.30am Tuesday 10 June 1997 for the purpose of making orders.']