REAL PROPERTY – Jarrod Conroy, the director and company secretary of Prana Energy Co Ltd (Prana), held property in Bentley, New South Wales (Property) on trust as trustee of the Bundabbee First Light Trust (Trust) – the primary beneficiaries of the Trust were Mr Conroy and the first respondent (Mr Conroy’s mother), and the secondary beneficiary was Ms Lucas, with whom Mr Conroy was in a relationship at the time – Ms Lucas advanced $551,790 of the $732,107.62 purchase price of the Property – the remaining funds ($180,227.62) were advanced to Prana by Sempre Funding Pty Ltd, secured by a mortgage over the Property, and which was guaranteed by Mr Conroy as trustee of the Trust and in his own right (Sempre Guarantee) – on 2 May 2022, Prana entered into a Facility Agreement with the appellant (Facility), pursuant to which the appellant agreed to provide finance to Prana – Mr Conroy, in his own right and trustee of the Trust, gave a guarantee and indemnity to the appellant in respect of Prana’s obligations under the Facility (Grapple Guarantee) – the Property was transferred by Mr Conroy to the first respondent on the same day that Prana entered voluntary administration, at which time Prana owed $237,804.01 to the appellant – the appellant obtained default judgment against Mr Conroy in the sum owing plus costs - the appellant then commenced proceedings seeking declarations that the Property is held by the first respondent as trustee of the Trust, or alternatively that the transfer of the Property to the first respondent was voidable pursuant to s 37A of the Conveyancing Act 1919 (NSW) (Conveyancing Act) – as to the alternative position, the primary judge found that the Property was purchased for consideration by the first respondent, the Trust receiving the benefit of a release from any liability under the Sempre Guarantee, and the release from any liability of the Trust to Ms Lucas in respect of her contribution (Ms Conroy herself advancing the funds to Ms Lucas) – the primary judge found that the urgency in the disposal of the Property was due to Mr Conroy’s desire to repay Ms Lucas as creditor, over the interests of the appellant – the primary judge found that such preference is not sufficient to constitute an intent to defraud creditors pursuant to s 37A of the Conveyancing Act – in the alternative, the primary judge found that the Trust, if Ms Lucas held an equitable interest in the Property, never held any equity in the Property, such that the appellant was not affected by the transfer – the primary judge also found that Ms Conroy was a purchaser in good faith without notice of a purported intent to defraud – whether the primary judge erred in finding the transfer was without an intent to defraud creditors – whether the primary judge erred in finding Ms Conroy a good faith purchaser – whether the primary judge erred in finding the purchase was with consideration – whether the primary judge erred as to findings of value of purchase to Trust – whether primary judge erred as to Mr Conroy’s motivation – whether the primary judge erred as to the first respondent’s knowledge – whether the primary judge erred in failing to find transfer voidable.

Grapple Pay Pty Ltd v Conroy [2025] NSWSC 64

Grapple Pay Pty Ltd v Conroy [2025] NSWCA 171