This is a family-business finance story with real stakes. A pharmacy business, family properties, bank defaults, receivership pressure and private funding all collided. The practical fight years later was whether CP held a real security interest, or whether the PPSR registration should be removed because the alleged loan and security agreement never properly came into existence.
The Court looked beyond slogans like lender of last resort. It worked through the transaction history, the documents, the transfer of securities, the conduct after the deal and the principles about when parties have made a binding agreement even if further documents or terms are still contemplated.
For small businesses, the lesson is not to avoid urgent refinancing. Sometimes urgent funding is the only way to protect trading assets. The lesson is to make the deal clean: independent advice, clear borrower and guarantor names, clear security, signed documents, PPSR registrations that match the documents, and a record of what each party agreed before money or securities move.