Pascoe v Voukidis Holdings Pty Ltd [2024] FCA 915

Pascoe v Voukidis Holdings Pty Ltd [2024] FCA 915

The Loan Agreement was executed in 2010 but did not create an equitable security interest; it was procured by the unconscionable conduct of Voukidis Holdings, acting via Christos Voukidis, and must be set aside, with the appropriate rate of interest to be calculated on a restitutio in integrum basis. The share transfers by Peter and Kathy to ZV Asset Management Pty Ltd were at an undervalue and with intent to defeat creditors, and are void under ss 120 and 121 of the Bankruptcy Act. The subsequent transfer from ZVAM to Christos Voukidis is also void under s 37A of the Conveyancing Act.

Jurisdiction
Australia
Judgment Date
16 August 2024
Procedural Posture
Commercial and Corporations General and Personal Insolvency / Judgment on Originating Application
Outcome
Declaration granted; orders to be drafted and provided by the parties; Loan Agreement set aside; share transfers void under Bankruptcy Act and Conveyancing Act
Legal Topics
['unconscionable Conduct' 'undue Influence' 'transactions Void Against Trustee' 'transfer at Undervalue' 'setting Aside Share Transfers' 'security Interests in Property']
['bankruptcy and Insolvency' 'equity'] ['unconscionable Conduct' 'undue Influence' 'transactions Void Against Trustee' 'transfer at Undervalue' 'setting Aside Share Transfers' 'security Interests in Property']

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Procedural Posture

Commercial and Corporations General and Personal Insolvency / Judgment on Originating Application

Legal Issues

  1. 1 ['When was the Loan Agreement executed?' 'Did the Loan Agreement create a security interest?' 'Should the Loan Agreement be set aside on the basis of unconscionable conduct and/or undue influence?' 'Were the share transfers by Peter and Kathy Voukidis void as against the trustee under ss 120 or 121 of the Bankruptcy Act?' 'Was the subsequent share transfer to Christos Voukidis void under s 37A of the Conveyancing Act?']

Ratio Decidendi

The Loan Agreement was executed in 2010 but did not create an equitable security interest; it was procured by the unconscionable conduct of Voukidis Holdings, acting via Christos Voukidis, and must be set aside, with the appropriate rate of interest to be calculated on a restitutio in integrum basis. The share transfers by Peter and Kathy to ZV Asset Management Pty Ltd were at an undervalue and with intent to defeat creditors, and are void under ss 120 and 121 of the Bankruptcy Act. The subsequent transfer from ZVAM to Christos Voukidis is also void under s 37A of the Conveyancing Act.

Court Disposition

Declaration granted; orders to be drafted and provided by the parties; Loan Agreement set aside; share transfers void under Bankruptcy Act and Conveyancing Act

Orders

  • ['The parties are to provide draft orders to chambers to give effect to these reasons by 23 August 2024.' 'Directions made regarding submissions on costs, with timetable.' 'Declarations to be made that the Loan Agreement is set aside, Voukidis Holdings is an unsecured creditor only, and share transfers by Peter and...