‘What are they trying to hide?’ RSL president sues own organisation over $95m property deal

RSL NSW president Mick Bainbridge is suing his own organisation on behalf of its charitable trust for allegedly refusing to release documents that might support the trust’s claim to the proceeds of a $95 million real estate transaction.

Acting in his ex-officio role as the chair of the Anzac House Trust, Bainbridge filed a legal claim in the NSW Supreme Court last week against the ex-servicemen’s organisation that he leads in a move that has also roped in Premier Chris Minns, whose delegate on the trust is the second plaintiff in the proceedings.

The action seeks financial documents that could show Anzac House Trust held an ownership stake in the Hyde Park Inn, which RSL NSW has sold to a property developer pending settlement. The cost of the litigation will be paid out of the $27 million trust.

Bainbridge said RSL NSW had consistently refused to provide the trust with minute books and financial records. He said the RSL’s comments to its members on the matter might become the subject of further litigation. The trust was established in 1949 to maintain the RSL’s headquarters at Anzac House and carry out the charitable objectives of RSL NSW.

“As we know from the Bergin inquiry [into charitable fundraising in RSL NSW], there were a lot of deficiencies in governance in RSLs in the 70s, 80s and potentially 90s, so we’ve got an obligation to turn our mind to those issues and make sure the funds are managed appropriately,” Bainbridge said.

“I’m just fulfilling my role. I guess the question you would have to ask yourself is, what are they trying to hide?”

But RSL NSW said it had no objection to the documents being inspected as long as the records were not taken off site, and that it had offered to digitise them or allow supervised access to them.

“This action is unnecessary, disproportionate and a waste of resources that should be directed towards the trust’s charitable purposes,” the veterans’ group said in a statement.

“RSL NSW has confirmed that it does not object to the minutes being inspected ... subject to agreeing on suitable terms to protect the integrity of the historical records. RSL NSW has invited the plaintiffs to discontinue the proceedings so that those involved can focus their energies and attention to more important charitable objectives.”

RSL NSW was operating at a loss when it sold the Hyde Park Inn and neighbouring office building to Central Element for $95 million in 2020, pending a long settlement that is due to complete in June next year. The organisation is planning to invest the proceeds in diverse assets that will provide it with a reliable income stream to fund frontline services.

But Bainbridge flagged the possibility that Anzac House Trust might have a claim to the title of the Hyde Park Inn at an RSL NSW board meeting on May 7, surprising directors who were already facing litigation from the purchaser over the sale price and settlement date.

RSL NSW chair Louise Sullivan emailed Bainbridge after the meeting, requesting any information that would assist RSL NSW in their inquiry into the ownership status of Hyde Park Inn.

“This … clearly may have very serious financial or other impacts on RSL NSW if there is any basis to the HPI ownership being under any legal question, particularly with us being amid litigation in regards to the sale of that asset,” she wrote in an email tendered to the NSW Supreme Court.

However, she wrote again two weeks later to say that following inquiries by the RSL’s general counsel it “seems clear” that RSL NSW owned the property as its name was on the title and Anzac House Trust was not established until after its purchase in the 1940s.

But on June 20, Anzac House Trust board of management resolved to undertake “an urgent independent, expert and confidential review of the past funding and acquisition, including the history of ownership, of the Hyde Park Inn”, after which point events escalated.

Anzac House Trust repeatedly asked RSL NSW for access to the minute books of the trust. The premier’s delegate on the trust, NSW Office of Veterans Affairs director Caroline Mackaness, said the board of management was driven by its fiduciary obligations to the trust.

RSL NSW declined to hand over physical records without clarity over the basis of the request. Adding to its concern was the prospect of the sale falling through.

“The sale proceeds of the HPI sale asset underpins the financial sustainability (and likely survivability) of RSL NSW for the future, so the matters raised only recently by [Anzac House Trust board of management] in terms of its potential ownership ... are of the highest priority and concern to our board,” Sullivan wrote on July 8.

“This likely goes without saying, but even the suggestion of the HPI ownership being under any question may cause material financial and other impacts to RSL NSW.

“RSL NSW has conducted a high-level review and can see no evidence at all that either property was ever transferred to or formed part of AHT. RSL NSW is yet to have any real understanding ... of how this issue arose.”

Bainbridge told his Facebook followers on Thursday that the trust only wanted to better understand various historic transactions relating to its funds.

“I’m very disappointed that RSL NSW chair Louise [Sullivan] has elected to take such a combative approach, but I have the obligation to ensure that the trust is governed appropriately,” he said.

RSL NSW confidentially settled its dispute with the purchasers of the Hyde Park Inn in July.

In a communique to members on Thursday, the organisation refuted Bainbridge’s claim that it was refusing to provide access to the documents and said it had grown “increasingly concerned” about Anzac House Trust’s internal governance, including using charitable funds to conduct investigations into RSL NSW’s own assets.

The premier declined to comment due to the ongoing legal action.

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