Lindsay v Qld Childcare Centres Pty Ltd [2026] FCA 613

Lindsay v Qld Childcare Centres Pty Ltd [2026] FCA 613 was decided by Derrington J in the Federal Court on 18 May 2026. The dispute sat inside a family-linked childcare business structure involving a company, a unit trust and personally owned land.

Queensland Childcare Centres Pty Ltd, or QCC, operated the Biloela Early Learning Centre as trustee of the Hawkins Family Unit Trust. Mr Matthew Graham Lindsay was a minority shareholder in QCC. The majority shareholding was held by members of the Hawkins family, and Ray Hawkins, Patricia Hawkins and Sandra Hawkins were also directors of QCC.

The business traded from 4 Heaton Street, Biloela. Importantly, the land was not owned by QCC. It was co-owned personally by Mr Lindsay, Ray and Patricia Hawkins, and Sandra Hawkins, each holding a one-third interest in the property. The Court said no grant of tenure had been provided to QCC, so the company appeared to occupy the property only as a bare licensee.

That separation between the operating entity and the land became the practical centre of the application. Mr Lindsay had already started oppression proceedings in September 2025. In broad terms, he alleged that after resigning as a director in late 2008 he had not been given access to QCC’s financial records and that improper payments had been made by the Hawkins parties.

While those proceedings were on foot, the Hawkins parties wanted to sell both the business and the property. A buyer, Wunderkids Early Learning Centres Pty Ltd, had offered $3.6 million for the business and property together, with $2.2 million attributed to the land. Mr Lindsay would not consent to a sale of the property. The majority side then applied for appointment of a trustee for sale under the Property Law Act 2023 (Qld).

The immediate application was not the final oppression claim. It was a separate request by the second to fifth defendants for orders appointing David Hambleton of Rodgers Reidy as trustee for sale of the Biloela property.

The application relied on ss 33, 34, 37 and 39 of the Property Law Act 2023 (Qld). Those provisions deal with applications by co-owners for sale or division of co-owned property, the orders the Court may make to ensure a just and fair sale or division, the appointment of a trustee where necessary or desirable, and other sale-related orders such as private sale, auction, valuation and co-owner bidding.

The applicants wanted more than a simple sale order. They sought orders that would appoint the trustee, allow a valuation to be obtained, and require the trustee to sell the property together with the childcare business if the proposed land price exceeded valuation. They also sought broad powers for the trustee over marketing and sale method.

Mr Lindsay opposed the application on two grounds identified by the Court. First, he said the property should instead be sold to him. Secondly, he argued that a sale to another party would undermine the remedies he sought in the oppression proceedings, where he had changed his position and was then seeking an order that the other shareholders sell their shares to him.

The Court had to decide several linked issues.

First, did the Federal Court have jurisdiction to make orders under the Queensland Property Law Act as part of the same matter as the federal oppression claim? The Court said yes. It held that the dispute about the property formed part of the same justiciable controversy because the business operated on that property, the parties wanted to end their relationship, the value of the business and shares could be affected by a sale of the property, and a sale might go some way to ending any alleged oppression.

Secondly, should a trustee for sale be appointed under ss 33, 34, 37 and 39 of the Property Law Act 2023 (Qld)? The Court reviewed the established principles about co-owned property and said that the right to seek appointment of a trustee for sale is a recognised incident of co-ownership. In practical terms, that relief is granted almost as of right unless exceptional circumstances exist.

Thirdly, if a trustee were appointed, should the Court direct that the property be sold together with the business? That was commercially important because the applicants wanted the sale process tied to the proposed business sale, while Mr Lindsay wanted the opportunity to acquire the interests himself.

The judgment also discussed the meaning of the phrase “just and fair” in s 34(1). Derrington J noted that the expression is broad and evaluative, but made clear that it does not allow the Court to water down the near as-of-right character of a co-owner’s entitlement to seek sale merely because of hardship or general unfairness.

Derrington J granted the application and appointed David Hambleton of Rodgers Reidy as trustee for sale of the property at 4 Heaton Street, Biloela. The property vested in the trustee for the purposes of sale.

The Court held that a co-owner’s right to seek appointment of a trustee for sale is a valuable incident of co-ownership and that relief of that kind is, in practical terms, granted as of right save for exceptional circumstances. Mr Lindsay’s objections did not reach that level. The fact that he wanted the property sold to him, or that an outside sale might affect the oppression remedies he sought, was not enough to defeat the application.

At the same time, the Court did not accept the applicants’ attempt to constrain the trustee by requiring the property to be sold together with the business. The Court refused to impose that additional limitation on the trustee’s discretion.

Instead, the orders gave the trustee broad flexibility. The trustee could sell the property together with the business by private treaty, or sell the property alone by private treaty or auction. Any co-owner could make an offer for the property. The trustee was given control over marketing, listing price, appointment of agents and, if there was an auction, the reserve price after consultation with the auctioneer.

The practical orders also dealt with the mechanics of sale. The trustee was authorised to spend money preparing and marketing the property, with those costs to be paid by the applicants and respondent proportionally to their ownership interests. Pending sale, outgoings such as rates and local authority charges were also to be paid proportionally. The parties had to maintain adequate fire and general insurance and provide evidence of insurance to the trustee if requested. The trustee was indemnified against claims arising from failures to pay outgoings after registration on title. The trustee’s reasonable fees and expenses were a first charge on trust monies.

The Court also made the sale process workable for co-owners who wanted to buy. If a party was the successful bidder at auction, no deposit was required at the time of contract, and a purchasing party could set off the value of their existing share against the purchase price.

The strongest commercial point in this case is that land ownership can become a separate legal lever from company ownership. If your business trades from premises owned personally by founders, relatives or related entities, a breakdown in relationships can trigger a sale application over the land even while the company dispute is still unresolved.

The judgment is also a warning about informal occupation arrangements. The Court noted that QCC appeared to occupy the property only as a bare licensee because no grant of tenure had been provided. For a trading business, that is a fragile position. It can affect continuity of occupation, valuation of the business, sale negotiations and the practical scope of any shareholder remedy.

Another important point is that the Court did not force a combined sale of land and business just because one side said that was commercially preferable. Even where a combined transaction may look efficient, the Court may still prefer to preserve trustee flexibility rather than lock the sale into one structure. That matters if one owner wants to buy the property, another wants a third-party sale, and the operating business is itself part of a wider dispute.

For business owners, the case highlights the need to line up the company, trust and property layers of the structure. A shareholders agreement may deal with share transfers but say nothing about the premises. A trust structure may govern distributions but not occupation rights. The land title may sit with individuals who have no agreed exit mechanism. When those documents do not work together, the dispute often ends up being managed by the Court.

The orders are worth reading closely because they show how a trustee-for-sale process can be structured in practice.

First, the trustee was appointed under ss 33, 34, 37 and 39 of the Property Law Act 2023 (Qld), and the property vested in the trustee for sale. Secondly, the trustee was given a choice of sale methods, including a private treaty sale of the property together with the business, or a sale of the property alone by private treaty or auction.

Thirdly, co-owners were expressly allowed to make offers. Fourthly, the trustee controlled marketing, listing price, appointment of agents and the terms of those appointments. Fifthly, if the property went to auction, the trustee determined the marketing campaign and reserve price after consultation with the auctioneer.

Sixthly, the Court made the process easier for co-owners who wanted to buy by allowing a successful bidder who was already a party to purchase without paying a deposit at the time of contract and to set off the value of their existing share. Seventhly, sale preparation costs, marketing costs and ongoing outgoings were to be paid proportionally according to ownership interests. Eighthly, the parties had to maintain adequate insurance. Ninthly, the trustee was indemnified against certain claims and given a first charge for reasonable fees and expenses.

For a business owner, these details matter because they show that a trustee-for-sale order is not just a declaration that the property should be sold. It can create a full sale framework that changes who controls the process, who pays the carrying costs and how any owner can try to buy the property back.

The oppression proceedings were commenced on 12 September 2025. The trustee-for-sale application was filed on 27 February 2026. The application was heard on 10 April 2026, and judgment and orders were delivered on 18 May 2026.

The Court ordered that the parties be heard on the question of costs, so the visible orders did not finally determine costs. Readers should also keep in mind that later procedural developments are not addressed here.

This page is based on the Federal Court judgment in Lindsay v Qld Childcare Centres Pty Ltd [2026] FCA 613. The visible reasons confirm the parties, the business and property structure, the statutory provisions relied on, the jurisdiction reasoning, the principles applied to trustee-for-sale applications, and the terms of the orders made.

Because the published reasons available here are truncated, some parts of the Court’s fuller analysis are not visible on this page. That does not affect the core explanation of the orders and reasoning that can be seen, but later checks should confirm any further reasons, costs outcome or appeal activity.