13-15 Inglewood Pty Ltd as trustee for the Geogre Holding Trust v Geogre... [2026] VSC 111 | Case summary

MOTORSPORT DISTRIBUTORS GROUP PTY LTD (ACN 129 650 737) (ATF THE MOTORSPORT DISTRIBUTORS TRUST)

Supreme Court of Victoria|2026-03-17|Before: Gobbo AsJ

For the reasons identified, I am not satisfied that each of the requirements of s 237 of the Act have been established.
Furthermore, and having regard to the considerations I have set out above, I am not satisfied that derivative leave in equity should be granted in the alternate. Therefore, the application must be refused.
The parties are directed to confer as to an appropriate form of order to give effect to these reasons. It is my preliminary view that the costs of this application should follow the event. Similarly, it is my preliminary view that the costs of Gregory's Application (sought by his counsel to be dismissed) should also follow the event. Further, and consistently with the position accepted by both counsel at the hearing before me, it is my view that this matter should return to mediation before any further costs and expenses are incurred. In the event the parties are unable to reach agreement about appropriate orders to give effect to these reasons or in respect of costs, the matter will be listed for a brief further hearing and the parties will be required to set out their respective positions in short oral submissions.

13-15 INGLEWOOD PTY LTD (ACN 666 067 563) ATF THE GEOGRE HOLDING TRUST

MOTORSPORT DISTRIBUTORS GROUP PTY LTD (ACN 129 650 737) (ATF THE MOTORSPORT DISTRIBUTORS TRUST)

[1] First names have been used for clarity. No disrespect is intended.

[2] A schedule of the parties to this proceeding, including those joined by virtue of the counterclaim filed 23 May 2025, is contained at the end of these reasons.

[3] The deed of variation is defined at paragraph 18 of these reasons.

[4] Transcript of Proceedings (22 September 2025) 18.7-18.31; 18.1-18.24.

[5] 'Geogre Holdings Pty Ltd' contains a combination of the two directors' first names, George and Gregory.

[6] Swansson v RA Pratt Properties Pty Ltd [2002] NSWSC 583; (2002) 42 ACSR 313, 318 ('Swansson').

[7] Huang v Wang [2016] NSWCA 164, [51].

[9] Chahwan v Euphoric trading as Clay & Michel [2008] NSWCA 52, [69] ('Chahwan').

[13] Williams v Spautz [1992] HCA 34; (1992) 174 CLR 509, 526.

[14] Fiduciary Limited v Morningstar Research Pty Limited [2005] NSWSC 442, [22] (Austin J); Maher v Harvey Honeyset & Maher Electronical Contractors Pty Ltd [2005] NSWSC 859, [31] (Brereton J); Fernandez v True Value Solar Holdings Pty Ltd [2012] VSC 430, [19] (Judd J).

[15] Vinciguerra v MG Corrosion Consultants Pty Ltd [2010] FCA 763.

[17] South Johnson Mill v Dennie [2007] FCA 1448; (2007) 64 ACSR 447.

[19] Charlton v Baber [2003] NSWSC 745; (2003) 47 ACSR 31 ('Charlton').

[20] Daiwa Can Company v Barokes Pty Ltd [2016] VSC 296; (2016) 51 VR 540, 553.

[23] Swansson (n 6), [56]-[60]; Pentridge Village Pty Ltd (in liq) v Capital Finance Australia Ltd [2018] VSC 633; (2018) 58 VR 1, [253]-[256] (Connock J).

[26] Bzezinski v Shaw [2022] VSCA 173, [93].

[28] Song v Li [2021] VSC 617, [62].

[30] Goozee v Graphic World Group Holdings Pty Ltd [2002] NSWSC 640, [34].

[37] Randa Lee Investments Pty Ltd v Ballan [2015] VSC 178, [37].

[38] Gillespie v Gillespe Cranes Nominees Pty Ltd (2022) 405 ALR 680.

[47] Affidavit of Jessica Rae Cullin filed 8 August 2025, [29] ('Cullin Affidavit').

[51] Affidavit of Gregory Nicolopoulos filed 1 October 2024, [13] ('Gregory Affidavit').

[55] Affidavit of George Nicolopoulos filed 25 August 2025, [25]-[26].

[63] Transcript of Proceedings (22 September 2025) 22.16-22.31; 23; 24.1-24.18.

[64] Gregory Affidavit, [8], [13]-[14].

[65] Gregory Affidavit, [30], [36(g)], [37(b)-(c)].

[67] Transcript of Proceedings (22 September 2025) 56.10-26.28.

[69] Transcript of Proceedings (22 September 2025) 17.7-17.15.

[72] In the matter of Imperium Projects Pty Limited [2015] NSWSC 16, [14].

[73] Transcript of Proceedings (22 September 2025) 6.8-6.16.

Court (Corporations) Rules 2023

13-15 Inglewood Pty Ltd as trustee for the Geogre Holding Trust v Geogre Holdings Pty Ltd [2026] VSC 111

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