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The trust deed provided that the Co was to be indemnified for all liabilities incurred in its capacity as trustee, and that it would cease to be trustee upon its liquidation: [11]

Following completion of the development 35 apartments were sold. 5 remained in the hands of the Co as trust property: [13]

The Co - in its own capacity and as trustee - entered into a loan with a lender for ~$2.8m to pay off another loan: [14]

The lender put the Co into VA and, following the liqs’ recommendation (in their capacity as administrators), into liquidation: [15]

(From this time, of course, pursuant to the trust deed the Co ceased to be a trustee due to the disqualification clause. That meant from the time of its liquidation the Co held the properties as bare trustee.)

The liqs intended to sell the 5 apartments [16] and so sought urgent orders for appointment as receivers of the trust’s assets: [1]

The Court (respectfully, usefully) reviewed the authorities relating to liquidators of corporate trustees that can be summarised as: (i) a corporate trustee can be indemnified from trust assets for trustee work, (ii) if a corporate trustee is removed by a disqualification clause (like in this case) it becomes a bare trustee and the right to indemnity remains, (iii) to enforce that indemnity a Court order or receivership is needed, and (iv) the common course in those circs is to appoint the liqs as receivers of the trust assets.

Aside from its functions as trustee, the Co did not carry on any other business: [21]

The Co had debts of around ~15m; around ~$10m of which were owed to the Co’s former director and majority shareholder: [23]

By operation of the deed, the Co became a bare trustee when the liqs were appointed and so entitled to an indemnity from trust assets for liabilities incurred as trustee. That right can only be enforced by receiver or judicial sale: [24]

The Court accepted the liqs should be appointed as receivers in order to enforce the Co’s indemnity and so ordered: [25], [26]