In Ramoo v Grow Trade Finance Pty Ltd [2026] FCA 286, Charlesworth J held that a trade finance provider had validly appointed Receivers over the real and personal property of a guarantor on the proper construction of a Trade Finance Facility Agreement.
Medoc operates a timber wholesale business. In February 2019, Medoc entered into a Trade Finance Facility Agreement with Grow Trade Finance for a $100k facility. In September 2022m the parties varied the Agreement to vary the limit to $250k. Ramoo executed the Agreement in her personal capacity and as director of Medoc. Under the Agreement she is defined as the Guarantor. Clause 19 charged Medoc's and Ramoo's property to secure Medoc's obligations. Grow Trade registered those security interests on the PPSR. Grow Trade also lodged a caveat over Ramoo's real property in Frewville. Medoc failed to make repayments of money drawn down under the Agreement. Grow Trade appointed Receivers over Medoc's property and a Notice of Appointment was issued to Ramoo as Guarantor informing her Receivers had been appointed over all of her property. Ramoo commenced proceedings seeking declarations that the Receivers were not validly appointed.
Her Honour considered the validity of the Receiver's appointment, and ultimately dismissed Ramoo's "structural" and "textual" arguments that the power to appoint receivers only applied to Medoc. There is nothing in legal principle to warrant an approach to interpretation the precludes surveying the whole instrument for terms that, properly construed, affect the rights and obligations as between grantor and grantee of a guarantee. Contracts may contain terms creating obligations and interest in property securing the performance of obligations, and additional terms governing when and how interests may be enforced. The terms may be contained in more than one clause of a written contract.
Her Honour also considered if the variation was binding on Ramoo, in circumstances where it was denied that the variation was executed in the capacity as guarantor. Ramoo said that the "special rule" in Ankar was enlivened, that where a surety agrees to be liable for the default of another a significant departure by the creditor from the terms of that contract will, in the absence of agreement to the contrary, preclude the existence or continued existence of circumstances in which the surety has agreed to be bound. However, the circumstances of Ramoo's signature not appearing in the proper place was not found to be determinative, and by conduct Ramoo was held to have expressly consented to the increase and agreement inferred in the absence of a signature.
Finally, Her Honour considered the interaction between the Agreement and the PPSA, finding that the charge was not a mere equitable charge requiring judicial intervention but was immediately enforceable by the Agreement. Ramoo was a debtor under s 10 and in default as soon as Medoc failed to pay regardless of any formal demand being made.