Halloran v Minister Administering National Parks and Wildlife Act 1974

Compulsory acquisition – Compensation - Minister acquired land by compulsory process pursuant to Land Acquisition (Just Terms Compensation) Act 1991 (NSW), s 19 - Where land comprised many individual parcels each of which was a separate lot in a deposited plan - Transactions purportedly undertaken with the effect that lots beneficially held by a small number of registered proprietors were distributed among a larger number of equitable owners ("May 1998 transactions") - May 1998 transactions included dealings between Sealark Pty Ltd ("Sealark") and Pacinette Pty Ltd ("Pacinette") - Sealark held equitable interest in land - Pacinette constituted as trustee of unit trust in which Ordinary Class and A Class units could be allotted - A Class unit holders entitled to fractional interest in assets received in consideration of the allotment of the units, which assets were to form a separate fund to the ordinary fund - Pacinette as trustee empowered to redeem A Class units - A Class units intended to be allotted to Sealark in consideration of the transfer of Sealark's interest in the land to Pacinette as trustee - Pacinette intended to acquire equivalent number of Ordinary Class units paid for by bill of exchange drawn by Pacinette on Sealark as an accommodation party - Sealark intended to redeem all A Class units and Pacinette to pay redemption moneys by endorsing bill of exchange to Sealark - Assets of A Class fund were thereby to become assets in the ordinary fund the entire equitable interest in which was vested in Pacinette - Whether transactions effective in law - Whether claimants for compensation had an equitable interest in the land compulsorily acquired.

Company law – Meetings - Transaction between Sealark and Pacinette was one of 770 similar transactions which made up the May 1998 transactions - Documents for the May 1998 transactions were mostly signed in one sitting in the offices of the appellants' solicitors, where those documents included minutes of meetings of the boards of directors of both Sealark and Pacinette - Whether evidence disclosed that May 1998 transactions occurred - Whether the meetings said to be recorded in the minutes occurred.

Statute of frauds – Requirement of writing - Disposition of equitable interests - Whether requirements of Conveyancing Act 1919 (NSW), s 23C(1)(c) were complied with in the course of dealings between Sealark and Pacinette.

Bills of exchange – Delivery - Negotiation by indorsement and delivery - Whether bill of exchange tendered in payment for units - Whether bill of exchange negotiated by indorsement and delivery - Whether mere intention to take steps involving tender and negotiation of bill of exchange sufficed to effectuate equitable transfer of interest in land to Pacinette.

Stamp duty – May 1998 transactions designed to ensure that Stamp Duties Act 1920 (NSW) ("Stamp Duties Act"), Pt 3, Div 3A was inapplicable to those transactions – No duty paid on those transactions – Whether transactions dutiable – Whether change in beneficial ownership occurred as a result of transfer by Sealark of its interest in the land to Pacinette as trustee in consideration of the issue of A Class units – Whether no change in beneficial ownership because Sealark was sole unit holder of A Class units – Whether change in beneficial ownership occurred as the consequence of the issue or redemption of units in a unit trust scheme for the purposes of s 44(2)(d) of the Stamp Duties Act – Whether s 29(3) of the Stamp Duties Act applied to bar admission of any documentary evidence to prove the transaction creating the equitable interests in the land in proceedings for compensation for compulsory acquisition of the land.

Words and phrases – "beneficial ownership", "occurring as the consequence of the issue or redemption of units in a unit trust scheme".

Bills of Exchange Act 1909 (Cth) – s 33(1).

Conveyancing Act 1919 (NSW) – s 23C(1)(c).

Land Acquisition (Just Terms Compensation) Act 1991 (NSW) – ss 19, 20, 37.

Land and Environment Court Act 1979 (NSW) – s 57(1).

Stamp Duties Act 1920 (NSW) – ss 29(3), 44-44F.