In a recent decision made by the Supreme Court of New South Wales¹, a liquidator was successful in resisting a director’s attempt to assert that he was the legal or beneficial owner of a Ferrari purchased in part by Company funds and otherwise financed by the Company.

Key takeaways:

• Contemporaneous purchasing, finance and payment as decisive evidence: The Court will scrutinise the administrative paperwork, such as the tax invoice issued by the car dealer for the vehicle, the insurance certificate, the chattel mortgage, and any registration on the Personal Property Securities Register (PPSR) to determine who is identified as the owner of the vehicle. The terms of any chattel mortgage granted in favour of a financier over the vehicle will also be considered. The Court will place significant weight on any representations or warranties made or given to the financier as to the legal and beneficial owner of the vehicle. The Court will generally not make declarations that falsify these representations or warranties unless fraud is proven. The Court will also require evidence of bank and financial records recording payment of the deposit, purchase price, and any lease payments.
• Irrelevance of post-transaction conduct: A director’s post-transaction conduct e.g. payment by the director of expenses such as renewing registration, costs and maintenance related to the vehicle and the fact that the vehicle was used for private purposes and not for business purposes are neutral in determining questions of ownership.
• Neutrality of evidence of registered ownership: You do not have to be the owner of a motor vehicle to register it in your name. Therefore, a registration search is not evidence of title to a motor vehicle.

Brief facts

When Tactoys Pty Ltd (the Company) was placed into liquidation, the liquidator set his sights on a particularly valuable asset, a 2020 Ferrari F8 Tributo valued at approximately $500,000. The car, though registered and used by former director David Nguyen, was purchased and financed in the Company’s name.

The liquidator argued that the Ferrari was company property and should be included in Tactoys’ assets to satisfy creditors’ claims. Mr. Nguyen, however, claimed that the Ferrari was his personal property, claiming the Company was merely a vehicle for financing the purchase.

The paper trail: insurance and security documents seal the deal

Justice Black’s judgment turned on the contemporaneous documentary evidence, particularly the initial insurance certificate issued at the time of purchase. The Certificate of Insurance originally issued for the Ferrari for the period from 24 September 2020 to 24 September 2021 recorded Tactoys Pty Ltd, not Mr. Nguyen as the insured party. Taking into account the initial paperwork, the chattel mortgage contract (which required Tactoys to warrant that it was the legal and beneficial owner), and the loan arrangement between the parties, it was evident that although the director initially intended to purchase the vehicle in his own name, he was unable to fund the purchase personally. His Honour concluded that the:

... objective intention was then to proceed with the transaction by which the Company rather than he personally purchased the Ferrari. That change of position is plain from the contemporaneous documentation.²

Justice Black further held that to accept Mr. Nguyen’s argument that he intended to personally own the Ferrari would be to accept that the director had procured the Company to make knowingly false representations to its financier—a finding the court declined to make.³

His Honour also rejected Mr. Nguyen’s arguments that the Company held the Ferrari on resulting trust or constructive trust for Mr. Nguyen in circumstances where the purchase money was provided by way of loan⁴ and where it:

... would be inconsistent with the representations made by the Company, as authorised by Mr. Nguyen, that it was not the legal and equitable owner of the Ferrari, and would itself promote an unconscionable result at the expense of the Company, its creditors and Macquarie Leasing.⁵

What was also particularly fatal for the director was the fact that the Court recognised the ‘commercial reality’ that an entity will typically seek to own a vehicle that it had financed in order to repay the loan.

Mr. Nguyen also argued that the Company’s general ledger recorded payments in respect of the Ferrari as ‘David Nguyen – personal transaction – lease Pay’ and ‘Loan – David Nguyen’ showed that he was the proper owner of the vehicle. Justice Black acknowledged that the characterisation of these payments in the Company’s records reflected the director’s subjective understanding that he owned the Ferrari, however, as the lease payments were debited from the Company’s account and there was no evidence at relevant times of the director funding the repayments or that any advances that he did make to the Company were for the purpose of making the lease payments, as opposed to anything else, he dismissed the submission.

Implications for directors and liquidators

Tactoys Pty Ltd v Nguyen & Ors (NSWSC 2025) underscores the importance of contemporaneous documentation and how it will prove decisive in the exercise of the Court’s discretion to resolve and determine asset ownership disputes. For liquidators, it is a blueprint for asset recovery; for directors, a cautionary tale about the perils of ignoring the fine print.

¹ Tactoys Pty Ltd v Nguyen & Ors (NSWSC 2025).
² Ibid [8].
³ Ibid [39].
⁴ Ibid [54].
⁵ Ibid [57].