Rothuan Pty Ltd v Acumen Finance Pty Ltd [2023] FCA 401

Rothuan Pty Ltd v Acumen Finance Pty Ltd [2023] FCA 401

The agreements with Advanced Fintech Pty Ltd were void due to company deregistration, and the agreement with Acumen Finance Pty Ltd was not operative as it was never executed by the applicants. As a result, respondents had no entitlement to any debts or to lodge security interests or caveats, and payments made under those agreements are recoverable for total failure of consideration. Security interests and caveats must be removed.

Parties
Applicant: Rothuan Pty Ltd; Applicant: Esplanade Consultancy Pty Ltd; Applicant: Mr Rodney Charles Carter; Respondent: Acumen Finance Pty Ltd; Respondent: Advanced Collection Services Ltd; Respondent: Nathan Daly; Respondent: Registrar of Personal Securities
Jurisdiction
Australia
Judgment Date
24 April 2023
Procedural Posture
Commercial and Corporations / Judgment
Outcome
judgment for applicants
Legal Topics
Removal of Security Interests, Invalid Agreements, Company Deregistration, Caveats, Engagement Fees
Contracts Commercial Law Corporations Law Property Law Personal Property Securities Removal of Security Interests Invalid Agreements Company Deregistration +2 more

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Parties

Rothuan Pty Ltd

Applicant

Esplanade Consultancy Pty Ltd

Applicant

Mr Rodney Charles Carter

Applicant

Acumen Finance Pty Ltd

Respondent

Advanced Collection Services Ltd

Respondent

Nathan Daly

Respondent

Registrar of Personal Securities

Respondent

Procedural Posture

Commercial and Corporations / Judgment

Legal Issues

  1. 1 Whether security interests registered on the PPSR and caveats over real property are valid
  2. 2 Whether engagement agreements with a deregistered company and Acumen Finance Pty Ltd are legally binding
  3. 3 Entitlement to repayment of sums paid under invalid agreements

Ratio Decidendi

The agreements with Advanced Fintech Pty Ltd were void due to company deregistration, and the agreement with Acumen Finance Pty Ltd was not operative as it was never executed by the applicants. As a result, respondents had no entitlement to any debts or to lodge security interests or caveats, and payments made under those agreements are recoverable for total failure of consideration. Security interests and caveats must be removed.

Court Disposition

judgment for applicants

Orders

  • Registrar to remove registration number 202212150082503 and 202212290041272 from PPSR within seven days.
  • Respondents restrained from further PPSR security interest registrations.