Cases and authorities

PRIVILEGE — client legal privilege — waiver —plaintiff seeks declaratory relief as to proper construction of contract — defendant seeks rectification – plaintiff denies common understanding or knowledge of defendant’s misunderstanding – plaintiff waives privilege over email with lawyer – whether waiver over related documents – test of inconsistency, principles at [22]-[26]. ISSUE WAIVER — plaintiff cross-examined as to state of mind – whether ‘issue waiver’ — principles at [31]-[38] — plaintiff does not assert state of mind in pleading – plaintiff did not refer to legal advice in cross examination – plaintiff made no assertion as to contents of any such advice – privilege not waived.

CIVIL PROCEDURE – discovery – further and better discovery – whether discovery adequate – whether reasonable search undertaken – where limited documents discovered – where defendant earlier indicated that email inboxes are automatically deleted, but then indicated email inboxes are automatically archived – where defendant has not undertaken search of such archives – whether reasonable grounds for being fairly certain other relevant documents have not been discovered

CIVIL PROCEDURE – form of final orders to give effect to judgment – where Court has made determination of proper construction of the Deed – where neither party sought any order as to status of the Deed following determination – where plaintiffs now seek to amend pleadings to find Deed has been frustrated – where not appropriate for plaintiffs to agitate matters at this very late stage

CRIMINAL LAW – murder – sentence for murder – where offender is found guilty of murdering his mother with a pot-plant – contested factual issues – whether the offence was motivated by a need for money to purchase heroin – whether pressure was applied to mother’s neck – whether offender acted with an intention to kill – where victim’s death was the tragic and unintended consequence of the offender’s actions – lower end of objective seriousness – subjective case – where generalised anxiety disorder, COVID and drug withdrawal affected offender’s decision making capabilities and his capacity to control himself – whether the offender’s moral culpability is reduced – where emphasis upon general deterrence is not appropriate – limited risk of re-offending – whether the offender was truly remorseful – victim impact statement – difficulty coping with the prison environment

SUCCESSION – where the plaintiff is the adult child of the deceased – where the defendant is the widow of the deceased – where the plaintiff is not the issue of the defendant – where the plaintiff seeks a family provision order for his maintenance, education or advancement in life – where the deceased died intestate – where the estate of the deceased is nominal – whether to designate property as notional estate of the deceased to satisfy family provision and costs orders – where the plaintiff is entitled to a family provision order – where notional estate orders are granted.

HIGH RISK OFFENDER – application for extended supervision order – very serious sexual offender – community safety paramount – whether there is an unacceptable risk that the defendant will commit a serious offence – unacceptable risk found – dispute as to the length of the order – proposed exception to curfew – whether the defendant should be able to ride his motorbike at night along an approved route to alleviate alleged stress – route passes many parks and suburbs – proposed exception inappropriate – extended supervision order imposed

CHARITIES AND NOT-FOR-PROFITS — Charitable gifts and trusts — Cy-près scheme — Trust property CHARITIES AND NOT-FOR-PROFITS — Charitable purposes — Advancement of education — Spirit of the Trust

BUILDING AND CONSTRUCTION — Adjudication — Judicial review — Building and Construction Industry (Security of Payment) Act 2021 (WA) — Where plaintiff has succeeded in establishing that review adjudicator’s purported determination affected by jurisdictional error — Whether order in the nature of certiorari and/or declaration ought be made BUILDING AND CONSTRUCTION — Contract — Bank guarantee — Injunction — Whether interim restraint preventing enforcement of original adjudicator’s determination concerning release of the bank guarantees until notice given or further order of Court ought be made EQUITY — Equitable remedies — Injunctions — Whether interim restraint preventing release of moneys paid into trust under s 40 Building and Construction Industry (Security of Payment) Act 2021 (WA) until notice given or further order of Court ought be made COSTS — Party/Party — Exceptions to general rule that costs follow the event — Whether judicial review of review adjudicator’s purported determination a dominant or separable issue — Whether costs of late abandonment of positive case advanced in reply ought be awarded

ADMINISTRATIVE LAW – judicial review – decision of magistrate to reject application for professional costs under s 213 of the Criminal Procedure Act 1986 – application for judicial review under s 69 of the Supreme Court Act 1970 – no jurisdictional error – no error of law on the face of the record – Court’s residual discretion to decline relief – bad faith – improper purpose – disproportionality – application dismissed

NEGLIGENCE – professional negligence – where solicitor failed to draft notice to complete with reasonable care – client subsequently repudiated the contract – purchaser sued client for return of the deposit and damages – deposit repaid but no damages or costs awarded against client – whether unpaid deposit instalment would have been unrecoverable as a penalty in any event – causation of loss – whether client suffered loss by not lawfully terminating the contract BREACH OF FIDUCIARY DUTY – where solicitor continued to act for client in defence of litigation brought against client about defective notice to complete – solicitor acted in circumstances where there was a conflict or possible conflict of interest and duty – where client nonetheless won the litigation – whether client suffered loss BREACH OF FIDUCIARY DUTY – where solicitor acted for client on negotiation and implementation of refinance – where solicitor received payments from funds drawndown from new finance – payments for past legal costs and refinance expenses not properly accounted for – whether monetary benefit or profit received by solicitors when acting in circumstances where there was a conflict or possible conflict of interest and duty

HIGH RISK OFFENDER – preliminary hearing – serious sex offender – whether the matters alleged justify the making of an extended supervision order or continuing detention order – where the offender has a significant criminal history – where the defendant has been diagnosed with psychopathy – where a large number of previous offences involve child pornography – where the defendant does not consider he needs assistance – satisfied that the matters alleged, if proved, would justify an extended supervision order – orders made

TORTS — trespass to the person — false imprisonment — wrongful arrest — whether power to arrest lawfully exercised under s 99(1)(b) of the Law Enforcement (Powers and Responsibilities) Act 2022 (NSW) — whether arresting officer is required to consider available alternatives to arrest to form the requisite state of satisfaction under s 99(1)(b) — review by the court of state of satisfaction of arresting officer under s 99(1)(b) — construction of the “reasonable necessary” criterion CRIME — bail — whether bail and bail conditions can be imposed pursuant to the Bail Act 2013 (NSW) where a person has been charged with an offence but not arrested — nature of bail — police not empowered to impose bail on a person not in custody

CIVIL PROCEDURE –– Court of Appeal –– Leave to appeal –– application for leave to appeal against order made under s 8 of the Vexatious Proceedings Act –– no appealable error –– orders varied –– appeal otherwise dismissed

CRIMINAL LAW – Evidence – Cross-examination of witness – credibility rule – where counsel for the accused cross-examined witness as to credit – where the witness has a criminal history of traffic offences – s 103 Evidence Act exception satisfied – cross-examination question objected to is allowed

CIVIL PROCEDURE — application for leave to reopen case to adduce evidence and make submissions on the application of the Court’s reasoning to “new facts” — where application made after delivery of reasons but before final orders — whether evidence previously unavailable to applicant — whether explanation given for not raising issue earlier — whether reopening would cause prejudice to other party — where scope of reopening uncertain — where evidence would establish present capital value of asset — whether new evidence would change result — leave refused SUCCESSION — family provision —Succession Act 2006 (NSW), s 66(2) — where absence of unanimous opposition to the making of adjustment — order made adjusting interests

CONTRACT – whether binding agreement as to process for sale of shares established - quantification of loss of opportunity for sale of shares at higher price. OPPRESSION — Members’ rights and remedies — whether oppression established — whether buy-out order available where company in liquidation

CIVIL PROCEDURE – application for leave to amend defence – application to withdraw admissions claimed to be made as a result of a mistake and to plead further defences – where leave to amend will not result in delay, wasted costs, irreparable unfair prejudice or adjournment of trial – leave to withdraw admissions and amend defence granted CIVIL PROCEDURE – application to amend cross claim – amendments not opposed from grant of leave – leave granted

EQUITY — Trusts and trustees — Trust instruments — Trust language – interpretation – where 1873 deed of trust established church school – where the object was “to provide an efficient course of education for youth” – where school previously adopted male-only admission policy – whether coeducation permissible – meaning of “youth” in trust deed – “plain and ordinary” meaning – evidence of contemporaneous usage – dictionary definitions – quotations from individual publications – admissibility – contextual factors – nature of instrument – constitution for ongoing institution – whether ambiguous – recourse to “surrounding circumstances” – 19th century educational practice – boys-only predecessor school – prior deliberations of church authorities – parol evidence rule – recourse to subsequent conduct of parties – subsequent adoption of boys-only admission policy – subsequent establishment of separate girls-only school – “ancient instruments” rule

COSTS – gross sum assessment – where unsuccessful appellant likely unable to meet costs – where costs of appeal increased by appellant’s conduct – appropriate to make gross sum assessment – consideration of amount of gross sum order

CRIME – appeals – appeal against sentence – child sexual offences – where offender pleaded guilty to two offences against s 66EA of the Crimes Act 1900 – where complainants are the offender’s cousins – guilty plea in District Court – where offender denied certain particularised unlawful acts – where disputed facts hearing proceeded before the sentencing judge – aggregate term of imprisonment imposed CRIME – appeals – appeal against sentence – whether the sentencing judge erred in determination of objective seriousness – where sentencing judge concluded objective seriousness of the offences was “towards the bottom” and “at the very lowest end” of the range for a s 66EA offence – assessment of objective seriousness for “new” s 66EA – assessment of “ingredient offences” – where sentencing judge expressly relies on sentencing factors set out in Burr v The Queen – whether focus on ingredient offences and Burr v The Queen factors was a limited approach – whether it can be inferred the sentencing judge did not consider “other matters” – whether use of the term “opportunistic” affected the assessment of the objective seriousness CRIME – appeals – appeal against sentence – whether the sentence is manifestly inadequate – where Crown submits aggregate sentence is “so far below the range of sentences” which could be imposed – where complaint about “weight” given to sentencing considerations does not assist in the resolution of the adequacy – where sentencing judge nominated indicative sentences – where sentence imposed was not plainly unjust

CRIME – appeals – appeal against sentence – application for extension of time – constructive murder – joint criminal enterprise – assault with intent to rob in company while armed with a dangerous weapon – possession of a shortened firearm – agreed facts – whether departure from agreed facts – whether denial of procedural fairness – whether error in assessment of objective gravity of offence – whether failure to find special circumstances – cumulation and concurrence – parity – where difference between starting point of sentences of applicant and co-offender – whether justifiable sense of grievance – marked and unjustified disparity – re-sentence

CRIMINAL LAW – procedure – admissibility of ISRAPS evidence of crime scene and blood staining – where blood stain experts will give evidence – where a proper direction can be given to the jury

EVIDENCE – admissibility of crime scene photograph – misleading or prejudicial evidence – where photograph depicts significant amount of bloodstaining – where bloodstaining has been diluted by rain – whether evidence is relevant to a central fact in dispute

CORPORATIONS – Insolvency – Winding up – Application for adjournment of winding up application - Where voluntary administrators of company sought adjournment of winding up application to allow a proposed deed of company arrangement to be considered at second creditors’ meeting – Whether it is in the interests of the company’s creditors that the company continue under administration rather than be wound up. CORPORATIONS – Insolvency – Winding up – Presumption of insolvency – Where company failed to comply with creditor’s statutory demand – Where presumption of insolvency arises – Whether voluntary administrators should be appointed as company’s liquidators instead of liquidators nominated by the Plaintiff.

CRIMINAL LAW – proceeds of crime – proceeds assessment

CIVIL PROCEDURE — application to strike out proceedings — where plaintiff commenced court proceedings before undertaking mandatory dispute procedures as required by the Workers Compensation Act 1987 (NSW) and Workplace Injury Management and Workers Compensation Act 1998 (NSW) — breaches of the Uniform Civil Procedure Rules 2005 (NSW) — Absence of any cause of action

EQUITY — Trusts and trustees — Judicial advice — Decision to continue or settle proceedings — Decision to defend proceedings SUCCESSION — Executors and administrators — Rights, powers and duties

SUCCESSION — family provision — claim by grandchild — whether an eligible person — whether wholly or partly dependent —where deceased provided financial support to applicant as an adult SUCCESSION — family provision — claim by grandchild — whether factors warranting — where applicant provided companionship and assistance to deceased — where deceased provided financial support to applicant as an adult — where deceased intended to appoint applicant as attorney and guardian SUCCESSION — family provision — quantum of provision — large estate — whether provision unreasonable — where applicant has multiple sclerosis and is unlikely to receive significant financial support from parents

COSTS — security for costs — pending appeal — where no dispute that security for costs should be ordered — where additional undertaking proffered by appellants — whether appellants should be afforded opportunity to file further evidence

BUILDING AND CONSTRUCTION — Building and Construction Industry Security of Payment Act 1999 (NSW) — stay of execution of judgment obtained under s 25 of the Act pending determination of other proceedings — role of statutory policies in discretion to grant a stay of execution — where construction contract for consumer residential building work — where adjudicator did not determine aspects of principal’s response to payment claim — where other proceedings involve issue of whether construction contract void or voidable — where primary judge found principal has strong prima facie case in other proceedings

APPEALS – issue of jurisdiction – leave sought to appeal against a District Court interlocutory judgment – where District Court proceedings were an appeal against a Local Court conviction – where District Court Judge dismissed application for adjournment and leave to tender fresh evidence – leave sought pursuant to s 5F(3)(a) Criminal Appeal Act 1912 – whether the Court of Criminal Appeal has jurisdiction to entertain the appeal – whether appeal should be dismissed as “incompetent” – whether a party can appeal to the Supreme Court following an appeal in the District Court from a Local Court conviction WORDS AND PHRASES – “indictment” – s 5F(1)(a) Criminal Appeal Act 1912 – whether s 5F should be read down and/or made subject to the terms of s 176 District Court Act 1973

CIVIL PROCEDURE – Admissions – Admission of facts – Withdrawal of admissions – Where Defendant served a defence containing an admission necessary for Plaintiff’s standing to bring an oppression claim under ss 232 – 233 of the Corporations Act 2001 (Cth) – Where Defendant subsequently filed and served a defence withdrawing the relevant admission COSTS – No order as to costs of the application – Defendants to pay Plaintiff’s costs thrown away by reason of the withdrawal of the of the admission

CIVIL PROCEDURE – where there is an agreement between the second plaintiff and defendants to dismiss the proceedings with costs – whether proceedings should be dismissed pursuant to UCPR r36.1A - where the first plaintiff opposes the dismissal of proceedings – where the first plaintiff seeks the return of funds paid into Court as security – where the first plaintiff commenced proceedings in the Federal Court to set aside a deed of company arrangement – whether dismissal of proceedings will interfere with proceedings in the Federal Court - where the first plaintiff seeks a short stay to apply for interim relief in the Federal Court – costs.

SUCCESSION — Intestacy — distribution of estate – deceased dies with no spouse, no children and predeceased by her parents – whether the children of a person treated one of the deceased’s siblings are entitled to a distribution of a share of her estate under Succession Act 2005 s 129 – destruction of records in war – use of reputational evidence to find the person treated as a sibling was a sibling allowing distribution estate – application of the Status of Children Act s 9 – whether a Benjamin order is appropriate to allow distribution of the estate. EVIDENCE — Hearsay — Exceptions — Reputation of public or general right – business records – contents of State issued death certificate – Evidence Act 1995 s 69 and s 73.

HIGH RISK OFFENDER – Final Extended Supervision Order – where both parties accept defendant poses an unacceptable risk and final supervision order should be made – disputed conditions – whether defendant should provide a schedule of movements – proposed trigger condition for schedule – non-association conditions – final supervision order made for 2 years on conditions specified

COSTS — Solicitor-client — Background — In late June 2018, Plaintiff confers with D2 (a solicitor) and engages D1 (D2’s law firm) to act for her in family law litigation, having previously engaged two prior firms of solicitors — D2 in the initial conference gives an estimate for work up until the next court listing (August 2018) and, from early August 2018 progressively over the next 9 months, gives further estimates by means of Family Law Rules Cost Notices — Proceedings fixed for final hearing in late April/early May 2019 and settled following negotiations at the hearing — 11 invoices rendered over 11 months totalling approximately $470,579 — First 7 invoices rendered during 2018 paid by mid-January 2019 and the 2019 invoices are at that time unpaid — Following the Family Court Orders, there are issues regarding payment of fees and enforcement of the orders — D1 ceases to act, sues for fees and obtains a default judgment against the plaintiff in the District Court — Subsequently plaintiff requests D1 to further act and D1 renders 2 further invoices for fees in July and August 2022 for approximately $12,286 — Matrimonial property sold and plaintiff authorises D1 to receive proceeds of sale to pay most of the outstanding fees — Plaintiff subsequently complains about amount of fees and disclosure COSTS — Solicitor-client — Plaintiff (self-represented) commences proceedings and, prior to hearing, abandons relief seeking a declaration that costs agreements are void and invalid but presses orders requesting repayment of fees allegedly charged exorbitantly and without authorisation — Hearing is not completed on the allocated listing day — Shortly after the hearing is adjourned part heard, the plaintiff commences fresh proceedings attempting to re-instigate the abandoned relief — D1 named as the sole defendant in the fresh proceedings and seeks to have them summarily dismissed — Orders made in those proceedings dismissing that claim — On the resumed part heard hearing of these proceedings, the plaintiff presses claims for repayment and continues to raise issues regarding alleged inadequate disclosure of costs — Notwithstanding abandonment of claim that the costs agreement(s) are void and invalid, the (retained) claim for repayment of funds is essentially underpinned by various complaints of the plaintiff, including nondisclosure of total costs, inadequate disclosure of significant increases in costs, and assertions that D1 had agreed to act for a limited sum — Held, as repayment issue is premised on nondisclosure issues and other complaints, the Court ought to address those issues — Other issues including allegations of duress in respect of costs agreements and costs notices, allegations that that defendants guilty of contempt in failing to comply with Family Court Orders and claims for making a gross sum costs order or referring costs to be assessed by a referee also addressed — Plaintiff’s various claims dismissed CIVIL PROCEDURE — Identification of real issues in dispute — Obligations of parties including self-represented litigants regarding identification of issues UNREPRESENTED LITIGANTS — Content of procedural fairness COSTS — Principles regarding costs agreements, disclosures, billing and assessment outlined and discussed — Requirement to provide an “estimate of the total legal costs”, “as soon as practicable after instructions are initially given in the matter” discussed — Meaning of “significant change” — Requirement to disclose “significant change to anything previously disclosed” discussed — Requirement for the legal practice to take all reasonable steps to satisfy itself that the client has understood and given consent to the proposed course of action for the conduct of the matter and the proposed costs discussed EVIDENCE — Communication by a witness with others whilst under cross-examination — Principles discussed

PRACTICE AND PROCEDURE — hearings — ex parte — proceedings dismissed for non-compliance — failure to comply with directions and attend directions hearings — motions seeking to set aside Registrar orders dismissed

JUDGMENTS AND ORDERS – Court of Appeal – motion to set aside or vary orders – application for re-opening appropriate to be determined by judges who made the decision – too late for applicant to seek to join parties to proceedings where she was clearly warned she needed to do so before – no irregularity, illegality or lack of good faith identified – a party’s dissatisfaction with result of litigation does not suffice as basis for re-opening

CRIME – Appeals – appeal against sentence – child sexual offences – where child was under the applicant’s authority at a care home – domestic violence offences – whether sentencing judge erred in application of Bugmy principles – whether sentencing judge erred in failing to take into account the applicant’s own history of child sexual abuse – correct approach to application of Bugmy principles – childhood deprivation – moral culpability – purposes of sentencing – giving “full weight” to background of deprivation – appeal allowed – applicant re-sentenced

EVIDENCE – admissibility of disputed clips within a compilation of audio-visual footage from various sources – probative value of indecipherable utterances of the accused – where the clip was admissible as res gestae or evidence of the accused’s state of mind

PROCEDURE — advance ruling under s 192A Evidence Act — claim by builder for unpaid amounts – cross-claim by owner for building defects — where owner’s expert relies on identification of defects by another, neither having expertise to identify defects — where owner’s quantity surveyor then relies on that evidence — advance rulings made.

COSTS – no final hearing on the merits – doomed to fail - leave to discontinue proceedings – whether plaintiff (son) should be ordered to pay defendant’s (mother) costs – no question of principle COSTS – gross sum costs order – where assessment process would cost considerably more than the amount of costs – where insufficient information – broadbrush approach applied – gross sum costs ordered – no question of principle

EQUITY — Equitable remedies – constructive trust – equitable compensation – the first defendant, who is not legally qualified held himself out as a legal practitioner and the second defendant as a legal practice – they obtained funds from clients on the basis that the funds would be applied in conveyancing transactions – funds misapplied and not used in the conveyancing transactions – plaintiffs seek to recover funds – defendants served but do not appear – final hearing in the absence of the defendants – remedies – constructive trust – Black v Freedman trust – equitable compensation – restitution – statutory remedy.

CORPORATIONS – Voluntary administration – appointment of administrator – where one director purported to pass resolution appointing voluntary administrator in the absence of the other director –whether resolution invalid for lack of quorum – whether director passing resolution genuinely held opinion as to insolvency – whether order should be made confirming appointment of administrator

ASSOCIATIONS AND CLUBS — Sporting Clubs — Dispute regarding affairs of rugby league “leagues club” — Plaintiff in late 2024 was a member and director of defendant club (Club) and was served with Notices of Charge and Suspension by the Disciplinary Committee (Committee) of the defendant —Disciplinary hearing found part of the alleged conduct was established and, pursuant to a penalty decision, the plaintiff’s membership of the Club was suspended for a minimum of 8 years — Urgent though somewhat belated relief sought in context of elections, including relevantly for directorship, due to commence within days of the Court being approached INTERLOCUTORY INJUNCTION — Prima facie case — Plaintiff seeks to enforce his contractual rights against the Club as a member and director of the Club invoking the Court’s equitable jurisdiction for this purpose, and the Court’s jurisdiction with respect to civil matters arising under the Corporations Act conferred by by s 1337B(2) for orders under s 1322(2) — Plaintiff submits the proceedings of the Committee were infected by apprehended bias, alternatively, actual bias and also by a lack of quorum INTERLOCUTORY INJUNCTION — Balance of convenience — Considerations in circumstances in which attenuated notice precluded Club from adducing evidence in respect of prima facie case INTERLOCUTORY INJUNCTION — Undertaking as to Damages — Plaintiff in straitened circumstances — Limited undertaking proffered INTERLOCUTORY INJUNCTION — Effect of Delay

CONTRACTS — Department of Defence owns very large site for a century, used as supply and distribution centre — sold and leased-back — lease required Defence to “remediate the Land to a standard suitable for on-going commercial / industrial use” and to return Premises clean and in good repair and condition at end of lease — land on-sold to developer — deed of surrender of lease — Defence vacates site – developer demolishes Defence buildings, roads and underground infrastructure – whether Defence obliged to pay $20M for the costs of dealing with contamination encountered in demolition and excavation. INTERPRETATION — commercial contracts — whether lease incorporated definitions in Contaminated Land Management Act 1997 (NSW) or standards in National Environment Protection Measures (NEPMs) guidelines – context and business commonsense – principles at [62]-[71] — resolving inconsistencies at [210] — whether deed varied lease – obligations under lease remained but deed provided a release in certain circumstances – Defence released. DAMAGES — causation – remoteness – difficulties in proof – principles at [429]-[431] – ‘geotechnically unsuitable’ soil had to be removed in any event.

CIVIL PROCEDURE — Commencement of proceedings — Summons — Setting aside — Whether a high degree of certainty claim would fail at trial — Whether claim so obviously untenable it cannot possibly succeed — Whether respondent was a consumer pursuant to ACL — Whether construction materials were purchased for re-supply — Whether claim was time-barred — Constructive awareness

COSTS — where Class 4 proceedings in Land and Environment Court dismissed by consent — where on application under UCPR r 42.20(1) primary judge ordered “otherwise” by making no order as to costs — no question of principle or issue of public importance, no clear injustice which is more than merely arguable — leave to appeal refused, with costs

LAND LAW — easements — construction of easements — general principles of construction — relevance of concept of “reasonable use” to task of construction — whether easement confers on dominant owners exclusive rights to use subject land for stated purposes — consideration of extent of rights retained by servient owner LAND LAW — easements — validity of easements — whether easement capable of forming subject matter of grant — where easement confers on dominant owners exclusive rights to use land for stated purposes — whether dominant owners’ rights inconsistent with servient owner’s possession and proprietorship of servient tenement

EQUITY – trusts and trustees – two couples established unit trust for purpose of making property investments – equal division of units – equal board representation on corporate trustee – equal shareholdings in trustee – no provision to resolve deadlocks – trust deed contained clause based on s 3A(3B) of Land Tax Management Act 1956 (NSW) deeming it to be a fixed trust – clause provided that unit holders may require the trustee to wind up the trust and distribute the trust property – whether individual unit holder entitled to wind up trust PRECEDENT – appellate decision on similar clause in trust deed, in unit trust where one person held all units, construed to entitled unit holder to wind up trust – whether earlier decision authority for clause authorising one of a number of unit holders individually to wind up trust – decisions only authority for what was decided – Sayden Pty Ltd v Chief Commissioner of State Revenue (2013) 83 NSWLR 700; [2013] NSWCA 111 distinguished CORPORATIONS – members’ rights and remedies – oppression – construction and background to Corporations Act 2001 (Cth), s 232 and 233 – whether applicable to members of trustee companies – whether member’s capacity as person with indirect interest in trust assets relevant – trustee conducted agricultural business – whether ongoing disputes concerning management of business amounted to oppression – whether deadlock as to whether trust should be wound up amounted to oppression RECEIVERS – so-called “principle in Ebrahimi v Westbourne Galleries Ltd [1973] AC 360” relied on to appoint receiver to wind up trust – nature of principle – whether principle of equity or statutory construction – nature of receivership – whether remedy interlocutory or final – differences between companies and trusts – court’s function to preserve trusts – equitable doctrines directed to preservation of trusts