High Court of Australia

Westfield Management Limited v AMP Capital Property Nominees Limited [2012] HCA 54

247 CLR 129; 87 ALJR 86; 293 ALR 241

5 Dec 2012

Case Number: S181/2012


French CJ, Heydon, Crennan, Kiefel, Bell JJ


Contract law – Interpretation – Unitholders' agreement prohibited sale of trust property without unitholders' prior written consent – Whether prohibition on sale without consent fettered unitholder's right to vote for extraordinary resolution to wind up managed investment scheme under s 601NB of the Corporations Act 2001 (Cth).

Corporations law – Managed investment scheme – Trust registered as managed investment scheme under Ch 5C of the Corporations Act – Injunction obtained restraining majority unitholder from voting for extraordinary resolution to direct winding up of managed investment scheme under s 601NB of the Corporations Act without minority unitholder's consent – Minority unitholder alleged vote would contravene prohibition in unitholders' agreement – Whether unitholder's statutory right to vote under s 601NB can be fettered by contractual agreement.

Words and phrases – "extraordinary resolution directing the responsible entity to wind up the scheme", "managed investment scheme", "wind up".

Corporations Act 2001 (Cth) – Ch 5C, s 601NB.

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