PIGGOTT -v- PIGGOTT [2026] WASC 106 (31 March 2026)

(1) Declarations to the effect that:

(a) a certain property located in South Perth is an asset of the PI Trust (the South Perth property); and

(b) certain properties located in Bertram (the Bertram property), Medina (the Medina properties), and Canning Vale (the Canning Vale property) are assets of the PBI Trust.

(3) Directions, pursuant to s 92 of the Trustees Act 1962 (WA) (the Trustees Act), to the effect that:

(a) all assets, property and any liabilities of Piggott Group Pty Ltd are assets, properties and liabilities of the PI Trust;

(b) all assets, property and any liabilities of ACN 116 435 020 Pty Ltd, Piggott Property Investments Pty Ltd, Equity Partners Capital Pty Ltd, Piggott Property Holdings Pty Ltd (in its own capacity and as trustee for the Bertram Property Trust), and the Bertram Property Trust are assets, property and liabilities of the PBI Trust;

(c) all assets, property and any liabilities of Seascape Supermarket WA Pty Ltd are assets, properties and liabilities of the Seascape Trust; and

(d) Bertram Supermarket Pty Ltd be treated as an asset of the Bertram Development Trust.

1. At the time the New Trustees' application was heard there was evidence before me, which I accepted, to the effect that:

(1) The trustee(s) of the PI Trust (and therefore the New Trustees) held all the shares in Piggott Group Pty Ltd.[5]

(2) The PI Trust held no other assets.[6]

(3) Piggott Group Pty Ltd was the registered proprietor of the South Perth property.[7]

(4) The trustee(s) of the PBI Trust (and therefore the New Trustees) held all the shares in Piggott Property Investments Pty Ltd.[8]

(5) Piggott Property Investments Pty Ltd was the registered proprietor of each of the Medina properties.[9]

(6) The trustee(s) of PBI Trust (and therefore the New Trustees) also held all the shares in ACN 116 435 020 Pty Ltd.[10]

(7) ACN 116 435 020 Pty Ltd was the registered proprietor of the Canning Vale property.[11]

(8) Piggott Property Holdings Pty Ltd:

(a) was the trustee of the Bertram Property Trust;[12]

(b) was the registered proprietor of the Bertram property;[13] and

(c) held that title in its capacity as trustee of the Bertram Property Trust.

(9) The Bertram property was the only asset of the Bertram Property Trust.[14]

(10) The second defendant, Claire Piggott, was the shareholder of Piggott Property Holdings Pty Ltd and Lewis was its director.[15]

(11) The trustee(s) of the PBI Trust (and therefore the New Trustees) held all the 'units' in the Bertram Property Trust.[16]

(12) Despite this evidence, its description as a '[f]ixed unit trust' in an ATO tax return summary,[17] and financial statements indicating it was comprised of 'units',[18] the Bertram Property Trust was nonetheless referred to as a 'discretionary trust' in a signed and undated instrument entitled 'Deed of Resignation and Appointment of Guardian and Appointor and Variation'.[19]

(13) A copy of the trust deed for the Bertram Property Trust could not be located.[20]

(14) The assets held by the PBI Trust were limited to shares in Piggott Property Investments Pty Ltd, Piggott Property Holdings Pty Ltd (in its own capacity and as trustee for the Bertram Property Trust) and ACN 116 435 020 Pty Ltd, 'units' in the Bertram Property Trust, shares in Equity Partners Capital Pty Ltd, $10 cash in hand, and an amount receivable from the Bertram Property Trust.[21]

(15) The trustee(s) of the Seascape Trust (and therefore the New Trustees) held all the shares in Seascape Supermarket WA Pty Ltd.[22]

(16) Aside from those shares, and $10 cash in hand, the Seascape Trust held no other assets.[23]

(17) The trustee(s) of the Bertram Development Trust (and therefore the New Trustees) held 50% of the shares in Bertram Supermarket WA Pty Ltd, with the remaining 50% held by Lewis for a different trust.[24]

(18) Aside from 50% of the shares in Bertram Supermarket WA Pty Ltd, cash in hand, and an unspecified item valued at $550 referenced as 'other' in its financial statements for the year ended 30 June 2024, the Bertram Development Trust held no other assets.[25]

(19) Equity Partners Capital Pty Ltd had no assets.[26]

1. On 12 December 2025, I heard and dismissed the New Trustees' application to the extent they sought the relief described in paragraph 4 above, indicating that my reasons would follow.
2. These are my reasons for doing so.

Declarations, s 92 of the Trustees Act and trust property

1. The proposed orders summarised in paragraph 4(1) above contemplate declaratory relief, while those summarised in paragraph 4(2) seek (in terms) directions pursuant to s 92 of the Trustees Act.
2. As I recently observed in Dwyer v Jecks:[27]

(1) The principles guiding the grant of declaratory relief are well settled.

(2) Before a declaration can be made, the court must be satisfied that the proposed declaration will effect a determination of rights by applying the law to facts which are either agreed or determined by reference to the evidence in the case.[28]

(3) While it is neither possible nor desirable to fetter the discretionary power of the court to grant declaratory relief, the court is nonetheless 'confined by the considerations which mark out the boundaries of judicial power'.[29]

(4) Hence, the question that is to be answered by the proposed declaratory relief must not be abstract or purely hypothetical. The answer must produce foreseeable consequences for the parties, and the party seeking the relief must have a real interest in raising the question.[30]

(5) Usually, there must also be a proper contradictor.[31]

1. Section 92(1) of the Trustees Act provides:

Any trustee may apply to the Court for directions concerning any property subject to a trust, or respecting the management or administration of that property, or respecting the exercise of any power or discretion vested in the trustee.

(emphasis added)

1. Section 92, among other things, enables the court to depart from its ordinary function of determining disputes between litigants and to provide 'private advice' to trustees of a trust.[32]
2. The relevant 'jurisdictional bar' to obtain relief under s 92 is that the applicant must point to an existence of a question with respect to the interpretation of a trust instrument or the management or administration of trust property.[33]
3. Ultimately, the New Trustees seek to have the court declare that certain assets form part of the trust property to, in their view, facilitate the proper discharge their duties in duly administering the Trusts.
4. Given the question of whether the relevant assets were, in fact, trust property of the Trusts was hotly contested, it necessarily fell to the New Trustees to prove that they were.
5. It is trite that a trustee holds legal title to trust property subject to an equitable duty to do so for the benefit of the beneficiaries.
6. Where, as here, company shares are held on trust, the trustee is vested with all the rights, powers, and duties attaching to the shares, which rights, powers, and duties are, in turn, likewise held for the benefit (and are to be exercised in the interests) of the beneficiaries.[34]
7. However, a share remains a separate piece of property and confers upon the holder no legal or equitable interest in the company's assets.[35]
8. It necessarily follows that a trustee shareholder too acquires no proprietary rights over any assets of the company in which they hold the shares.[36]
9. The position of a beneficiary under a unit trust is different. Subject to the terms of the relevant trust deed, such a beneficiary may enjoy a proprietary interest 'in all the property which for the time being is subject to the trust of the deed'.[37]
10. However, even then:

(1) The beneficiary's interest is only a (proprietary) interest in 'a derivative sense'.[38]

(2) The essential character of the interest (being an equitable estate) 'still bears the stamp which its origin placed upon it'.[39]

(3) Where the trustee is the owner of the legal fee simple, the right of the beneficiary, although annexed to the land, 'is a right to compel the legal owner to hold and use the rights which the law gives [the trustee] in accordance with the obligations which equity has imposed upon [the trustee]'.[40]

(1) A trustee with legal ownership has all the rights at law of the absolute owner.

(2) The beneficiary, however, has the right to compel the trustee to hold and use the rights which the law gives the beneficiary, in accordance with the obligations equity has imposed on the trustee by virtue of the existence of the trust, the beneficiary's right being 'engrafted onto, not carved out of, the legal estate'.

1. In support of the relief sought, the New Trustees placed considerable reliance on a recital reflected in the 'Piggott Group Deed' executed by Lewis and Leila in or about 2021 (the Deed).[42]
2. The recital, Recital A, reads as follows:

Lewis, Leila, the Entities, the Other Entities, and others collectively comprise a group ("the Group") that holds the Assets, which comprise a number of business and property assets, the ultimate beneficial ownership of which is held equally by Lewis and Leila. To avoid doubt, this recital takes effect as a term of this Deed.

(1) 'Entities' is defined by reference to the companies identified in Schedule 1 which, in turn, include (relevantly for present purposes) the Piggott Group Pty Ltd, Piggott Property Holdings Pty Ltd, Piggott Property Investments Pty Ltd, ACN 116 435 020 Pty Ltd, Seascape Supermarket WA Pty Ltd, and Equity Partners Capital Pty Ltd.

(2) 'Other Entities' is defined to include (relevantly for present purposes) Bertram Supermarket Pty Ltd.

(3) 'Assets' is defined by reference to Schedule 2 which, in turn, relevantly defines the expression to mean:

1. Lewis in his capacity as a trustee of a trust set out or referred to in [the] Deed;
2. Leila in her capacity as a trustee of a trust set out or referred to in [the] Deed;
3. Lewis in his personal capacity in relation to the assets named below;
4. Leila in her personal capacity in relation to the assets named below; and
5. The Entities and the Other Entities in the capacities in which they enter into, or are described in, [the] Deed,

and include (but are not limited to) the following assets (whether or not owned by any one or more of Lewis, Leila, the Entities or the Other Entities in the capacities in which they enter into, or are described in, [the] Deed):

...

[the South Perth property]

...

[the Bertram property]

[the Medina properties]

...

[the Canning Vale property]

...

1. The Deed appears to have been entered into in a context where:

(a) one of the companies forming part of the Piggott Group had contracted to sell a certain property;[43]

(b) Lewis and Leila had agreed that the proceeds of that sale were to be applied in accordance with the terms and conditions of the Deed;[44] and

(c) Lewis and Leila had agreed to change the directorships and shareholdings in certain entities (and the trustees of certain trusts) forming part of the group on the terms and conditions of the Deed.[45]

1. At the hearing, I understood the New Trustees' position to boil down to this:

(1) Recital A should be interpreted as to expand, expressly, the assets and entities over which the New Trustees were appointed.[46]

(2) In this connection, the words 'ultimate beneficial ownership of which is held equally' in Recital A, properly understood, describe not so much a question of shareholding but, rather, the manner in which assets were held.[47]

(3) The purpose of the court's orders of 12 March 2025 was to 'try to limit further prejudice to the position of the [Piggott Group] or any of its constituent entities'.[48]

(4) The purpose of the proceedings which led to those orders was to try and 'separate' Lewis and Leila to protect or minimise any future damage to the Piggott Group, or any of its constituent entities.[49]

(5) Given what is stated in Recital A, I should look through the corporate veil.[50]

1. Respectfully, I disagree.
2. The assets of the Trusts do not include any of the five properties listed in paragraph 4(1) above. The registered proprietors of all those properties are companies. As mere shareholders in the companies which are the registered proprietors of the South Perth property, the Medina properties, and the Canning Vale property, the New Trustees enjoy no legal or equitable interest in any of those properties as a matter of law. For the same reason, the New Trustees also enjoy no legal or equitable interest in any other assets owned by any of those companies, or indeed in any assets owned by Seascape Supermarket WA Pty Ltd.
3. While the position might arguably be different with respect to the Bertram property (assuming the Bertram Property Trust is in fact a unit trust):[51]

(1) As has been seen the right of the beneficiary (here, the New Trustees as trustees of the PBI Trust) is in any event limited to a right to compel the registered proprietor of the Bertram property (here, Piggott Property Holdings Pty Ltd) to hold and use the rights which the law gives the registered proprietor in accordance with the obligations which equity has imposed upon it as a trustee.

(2) Thus far, there has been no suggestion that Piggott Property Holdings Pty Ltd has not done so.

1. Nothing in Recital A detracts from any of the above. In my view, the recital, on its proper construction, does no more than identify the entities and other assets making up the 'Piggott Group', and to record (importantly) that beneficial ownership was ultimately enjoyed equally by Lewis and Leila.
2. Nor was it in my view appropriate to consider taking the rare step of piercing the corporate veil particularly in circumstances where the New Trustees disavowed any suggestion of a sham.
3. Given my conclusions to the above effect, it was in my view also inappropriate for directions to be given relating to any liabilities of the relevant companies.
4. Nor, given facts mentioned in paragraph 5(17), did I consider it appropriate for a direction to be made concerning the Bertram Development Trust of the kind recorded in paragraph 4(2)(d) above.

1. For the foregoing reasons, I declined to make the proposed declarations and directions set out in paragraphs 4(1) and (2) above and dismissed the parts of the New Trustees' application seeking that relief.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.

[2] Orders 1 to 4 of the court's orders of 12 March 2025 (March orders).

[5] Affidavit of Jimmy Trpcevski sworn on 9 September 2025 [63] (Trpcevski September 2025 Affidavit); Affidavit of Lewis Antony Piggott sworn 17 November 2025 [27] (Lewis November 2025 Affidavit).

[6] Lewis November 2025 Affidavit [27].

[7] Trpcevski September 2025 Affidavit, Annexure 'JT-39'.

[8] Trpcevski September 2025 Affidavit [67(d)].

[9] Trpcevski September 2025 Affidavit, Annexures 'JT-35' and 'JT-36'.

[10] Trpcevski September 2025 Affidavit [67(a)].

[11] Trpcevski September 2025 Affidavit, Annexure 'JT-33'.

[12] Trpcevski September 2025 Affidavit [67(d)], [74].

[13] Trpcevski September 2025 Affidavit [103], Annexure 'JT-38'.

[14] Trpcevski September 2025 Affidavit [106], Annexure 'JT-38'; Lewis November 2025 Affidavit [39(3)], [63(c)].

[15] Trpcevski September 2025 Affidavit [75], [106], Annexure 'JT-04'.

[16] Trpcevski September 2025 Affidavit [72(b)].

[17] Trpcevski September 2025 Affidavit, Annexure 'JT-26'.

[18] E.g. Lewis November 2025 Affidavit, Annexure 'LAP-30'

[19] Affidavit of Lewis Piggott sworn 22 May 2024, Annexure 'LAP-25' (Recital A).

[20] Trpcevski September 2025 Affidavit [71].

[21] Lewis November 2025 Affidavit [32].

[22] Trpcevski September 2025 Affidavit [88].

[23] Lewis November 2025 Affidavit [43].

[25] Lewis November 2025 Affidavit [52], [55]

[26] Affidavit of Lewis Antony Piggott sworn 22 May 2024 [10.2].

[27] Dwyer v Jecks [2026] WASC 2 [11] - [13].

[28] Phoenix Eagle Company Pty Ltd v Tom McArthur Pty Ltd [No 7] [2022] WASC 345 [10] (Allanson J) referring to Bass v Permanent Trustee Co Ltd [1999] HCA 9; (1999) 198 CLR 334 [56].

[29] Ainsworth v Criminal Justice Commission [1992] HCA 10; (1992) 175 CLR 564, 581 - 582 (Mason CJ, Dawson, Toohey & Gaudron JJ).

[30] Ainsworth v Criminal Justice Commission, 582 (Mason CJ, Dawson, Toohey & Gaudron JJ).

[31] Phoenix Eagle Company Pty Ltd v Tom McArthur Pty Ltd [No 7] [11]; Aussie Airlines Pty Ltd v Australian Airlines Ltd [1996] FCA 813; (1996) 68 FCR 406, 414 (Lockhart J, Spender & Cooper JJ agreeing); Russian Commercial and Industrial Bank v British Bank for Foreign Trade Limited [1921] 2 AC 438, 448 (Lord Dunedin); Ainsworth v Criminal Justice Commission, 596 (Brennan J).

[32] Wood (as co-executor and trustee of Will of dec'd) v Wood (No 4) [2014] WASC 393 [103(f)] (Kenneth Martin J); Macedonian Orthodox Community Church St Petka Inc v His Eminence Petar the Diocesan Bishop of Macedonian Orthodox Diocese of Australia and New Zealand [2008] HCA 42; (2008) 237 CLR 66 [64]; Re Application of Macedonian Orthodox Community Church St Petka Inc [No 2] [2005] NSWSC 558; (2005) 63 NSWLR 441 [23].

[33] Wood (as co-executor and trustee of Will of dec'd) v Wood (No 4) [103(b)]; Macedonian Orthodox Community Church St Petka Inc v His Eminence Petar the Diocesan Bishop of Macedonian Orthodox Diocese of Australia and New Zealand [58].

[34] Eg. Kirby v Wilkins [1929] 2 Ch 444, 454.

[35] Charles v Federal Commissioner of Taxation [1954] HCA 16; (1954) 90 CLR 598, 609.

[36] See generally Gestrust SA v Sixteen Defendants [2016] EWHC 3067 (Ch).

[37] Charles v Federal Commissioner of Taxation, 605 citing Baker v Archer-Shee [1927] UKHL 1; [1927] AC 844.

[38] Commissioner of Taxation v ElecNet (Aust) Pty Ltd (Trustee) [2015] FCAFC 178 [85] (Pagone & Edelman JJ).

[39] Commissioner of Taxation v ElecNet (Aust) Pty Ltd (Trustee) [86] (Pagone & Edelman JJ), their Honours referring to DKLR Holding Co (No 2) Pty Ltd v Commissioner of Stamp Duties [1980] 1 NSWLR 510, 518 - 520 (Hope JA) and Commissioner of Taxation v Linter Textiled Australia Ltd (In Liquidation) [2005] HCA 20; (2005) 220 CLR 592 [30].

[40] Commissioner of Taxation v ElecNet (Aust) Pty Ltd (Trustee) [86] (Pagone & Edelman JJ) [86], their Honours referring to DKLR Holding Co (No 2) Pty Ltd v Commissioner of Stamp Duties, 518 - 520 (Hope JA) and Commissioner of Taxation v Linter Textiled Australia Ltd (In Liquidation) [30].

[41] Commissioner of Taxation v ElecNet (Aust) Pty Ltd (Trustee) [86] (Pagone & Edelman JJ) [87] referring to Re Transphere Pty Ltd (1986) 5 NSWLR 309, 311 (McLelland J).

[47] ts 12 December 2025, 64. Emphasis added.

[51] See Trpcevski September 2025 Affidavit, Annexure 'JT-26'.