[2026] NSWSC 168

Main Rouge Pty Ltd

(1) Order that the Plaintiff is justified in managing the Trust known as the “Main Rouge Trust” on the terms of Annexure A to the Amended Summons. (2) Declare that the Plaintiff holds 2086 ordinary shares in EpiSoft Pty Ltd as trustee for the Main Rouge Trust.

Catchwords

EQUITY – JUDICIAL ADVICE – DECLARATION – Trustee Act 1925 (NSW) section 63 – no issue of principle

Legislation cited

Trustee Act 1925 (NSW)

Judgment

[1]
This is an application for judicial advice pursuant to section 63 of the Trustee Act 1925 (NSW) that the Plaintiff company (the Company) is justified in managing and administering a trust (the Trust) known as the “Main Rouge Trust” on the terms of a written Trust Deed of which there is a copy (annexed to the Amended Summons as Annexure A), but of which the original cannot be found.
[2]
The application is supported by the following affidavits:
1. (1)
  Jennifer Anne O’Neill sworn 28 November 2025, the founder and settlor of the Trust. She set up the Trust on her accountant’s advice and with the intention that the Company be the trustee, that she be the director, shareholder and secretary, and that she be the sole principal beneficiary of the Trust. She had it in mind to establish a business with others to be conducted through a company called EpiSoft Pty Ltd (EpiSoft), her shares in which would be held by Main Rouge as trustee. EpiSoft was duly incorporated and is now worth a substantial sum of money. ASIC records annexed to the affidavit record that the Company holds 2086 shares in EpiSoft non-beneficially;
2. (2)
  Christopher Matthew Laffey sworn 20 January 2026, the erstwhile practising accountant (and subsequently O’Neill’s brother-in-law) who set up the Trust and EpiSoft;
3. (3)
  Martin Kevin Laffey sworn 5 December 2025, who deposes to the fact that he was not intended to have any interest in the Trust; and
4. (4)
  Michael David Hurse sworn 16 December 2025, who set up EpiSoft with O’Neill and who owns a shareholding in EpiSoft through his own family trust, the Hurse Family Trust.
[3]
In addition, there is a Statement of Facts dated 20 February 2026.
[4]
The Court had the benefit of a Memorandum of Opinion dated 25 February 2026 and a written Outline of Submissions from junior counsel for the Plaintiff dated 3 March 2026, both of which will be kept with the papers.
[5]
I order that no access is to be granted to the Memorandum of Opinion dated 25 February 2026 or the written Outline of Submissions from junior counsel for the Plaintiff dated 3 March 2026 without the leave of a Judge of this Court. They will be placed in an envelope to be marked accordingly.
[6]
The material establishes that:
1. (1)
  the original Trust Deed for the Trust has been lost, but a copy of it is in evidence;
2. (2)
  the shares in EpiSoft registered in the name of the Company are held by it on the terms of the Trust; and
3. (3)
  no other person has or claims an interest in the relief sought.
[7]
The Court:
1. (1)
  Orders that the Plaintiff is justified in managing the Trust known as the “Main Rouge Trust” on the terms of Annexure A to the Amended Summons.
2. (2)
  Declares that the Plaintiff holds 2086 ordinary shares in EpiSoft Pty Ltd as trustee for the Main Rouge Trust.