Nati v Bunt [2013] FCAFC 60

Nati v Bunt [2013] FCAFC 60

The appeal failed because there was no evidence of any effective transfer, capital restructure or share allotment in favour of the respondent in either 2004 or 2008. The ASIC documents were a sham and did not record any juridical act sufficient to alter Rowa's share capital. The contract was between the respondent and the appellants, the $750,000 was paid to Rowa at their direction, and the appellants gave no consideration in return. The primary judge was therefore correct to find a total failure of consideration and order repayment, and no procedural unfairness or other appealable error was shown.

Jurisdiction
Australia
Judgment Date
07 June 2013
Procedural Posture
Appeal From a Federal Court Judgment Concerning a Contract for Shares and Restitution for Total Failure of Consideration / Full Court Appeal Judgment
Outcome
Appeal dismissed with costs.
Legal Topics
['total Failure of Consideration' 'money Had and Received' 'share Transfer and Share Allotment' 'asic Company Records as Prima Facie Evidence' 'fraudulent Corporate Documents' 'procedural Fairness and Interpreter Use' 'costs and Security for Costs']
['contract Law' 'restitution' 'corporations Law' 'civil Procedure'] ['total Failure of Consideration' 'money Had and Received' 'share Transfer and Share Allotment' 'asic Company Records as Prima Facie Evidence' 'fraudulent Corporate Documents' 'procedural Fairness and Interpreter Use' 'costs and Security for Costs']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Appeal From a Federal Court Judgment Concerning a Contract for Shares and Restitution for Total Failure of Consideration / Full Court Appeal Judgment

Legal Issues

  1. 1 ['Whether the primary judge erred in finding that there had been no transfer or allotment of shares to the respondent.' 'Whether documents lodged with ASIC evidenced a capital restructure or share allotment in 2004 or 2008.' "Whether the respondent's payment of $750,000 was properly treated as a payment to the appellants, directed by them to Rowa Australia Pty Limited." 'Whether the primary judge erred in finding a total failure of consideration and ordering repayment as money had and received.' 'Whether insufficient weight was given to correspondence and other documents relied upon by the appellants.' 'Whether requiring the second appellant to give evidence in English caused procedural unfairness.']

Ratio Decidendi

The appeal failed because there was no evidence of any effective transfer, capital restructure or share allotment in favour of the respondent in either 2004 or 2008. The ASIC documents were a sham and did not record any juridical act sufficient to alter Rowa's share capital. The contract was between the respondent and the appellants, the $750,000 was paid to Rowa at their direction, and the appellants gave no consideration in return. The primary judge was therefore correct to find a total failure of consideration and order repayment, and no procedural unfairness or other appealable error was shown.

Court Disposition

Appeal dismissed with costs.

Orders

  • ['The appeal be dismissed.' "The appellants jointly and severally pay the respondent's costs of the appeal." "The amount of $20,000 paid into Court by the appellants as security for costs be paid together with any accretions to the respondent in part satisfaction of the respondent's costs."]