Chief Commissioner of Stamp Duties v Paliflex Pty Ltd [2023] NSWSC 609 | Case summary

Supreme Court of NSW|2023-06-07|Before: Hammerschlag CJ, Black J

Solicitors: Kekatos Lawyers (Plaintiff / Respondent to Interlocutory Process) Murray Laws Pty Ltd (Defendant / Applicants to Interlocutory Process) File Number(s): 2023/00140795

Ex Tempore Judgment (Revised)

Before the Court are two applications.
The first is an application by Originating Process filed on 2 May 2023 by the plaintiff (Overdean or the Creditor), for the winding up of the defendant (Garslev or the Debtor) based on the Debtor's failure to meet a Creditor's Statutory Demand under s 459E of the Corporations Act 2001 (Cth) (the Act) dated 5 December 2022 (the Demand) for $180,846.76 (the Debt) which Overdean served on Garslev on 7 December 2022. Garslev brought proceedings (the Statutory Demand Proceedings) to have the Demand set aside and failed: In the matter of Garslev Holdings Pty Ltd [2023] NSWSC 346 per Black J (30 March 2023) (the Creditor's Demand Judgment).
The second is an application by Interlocutory Process filed on 28 May 2023 by Garslev to oppose the winding up on grounds relied upon in the Statutory Demand Proceedings and extending to a series of particular matters said to be material to proving that it is solvent, that the dismissal of the application to set aside the Demand did not establish the existence of the Debt and that the presumption of insolvency that arose from non-compliance with the Demand was rebuttable, and is rebutted, for a number of reasons. This application is brought because s 459S (which is within Part 5.4) of the Act says: 459S Company may not oppose application on certain grounds (1) In so far as an application for a company to be wound up in insolvency relies on a failure by the company to comply with a statutory demand, the company may not, without the leave of the Court, oppose the application on a ground: (a) that the company relied on for the purposes of an application by it for the demand to be set aside; or (b) that the company could have so relied on, but did not so rely on (whether it made such an application or not). (2) The Court is not to grant leave under subsection (1) unless it is satisfied that the ground is material to proving that the company is solvent.
Coupled with the Garslev's application for leave is an application by Leonardus Smits (Smits), an officer and claimed creditor of Garslev, for leave under r 2.13(1) of the Supreme Court (Corporations) Rules 1999 (NSW), to oppose the winding up "based on the facts and evidence in his supporting affidavit and/or to the extent that section 459S of the Corporations Act 2001 does apply to himself as a creditor". That rule provides, relevantly, that the Court may grant leave to any person to be heard in proceedings without becoming a party to the proceedings, who is or claims to be: a creditor, contributory or officer of a corporation.
Garslev and Smits relied on an affidavit by Smits sworn 30 May 2023. They provided written submissions dated 7 June 2023. Smits appeared for Garslev and for himself. He was briefly cross-examined with leave of the Court.
Overdean relied on affidavits of Brian Arthur Dean sworn respectively on 28 April 2023 and 6 June 2023. Mr D Allen of Counsel appeared for Overdean. He provided brief written submissions dated 6 June 2023.
I have taken account of all the arguments put on both sides but have not restated them in full. I have dealt with only those arguments which I consider to be material to enable an understanding of why I have reached the conclusions I have reached.
References below to sections and Parts are, unless stated, or the context indicates otherwise, refernces to sections and Parts of the Act.
For the reasons which follow, the leave applications fail, and the winding up application succeeds. Without objection, I ordered that evidence in one application would be evidence in the other.
It is appropriate to deal with the leave applications first.
At the outset, I observe that there are dicta in first instance authorities to the effect that the power to grant leave under s 459S(1) is to be used cautiously, and even sparingly, given the policy of Part 5.4: see, eg, Chief Commissioner of Stamp Duties v Paliflex Pty Ltd [1999] NSWSC 15 at [40]; (1999) 17 ACLC 467; Re Pioneer Cryogenics Pty Ltd [2015] NSWSC 1202 at [15]-[16]; Re Yuan Tong Investments Pty Ltd [2017] NSWSC 910 at [11].
I do not propose to follow this approach because I respectfully consider it to be incorrect.
An approach which commences with an assumption that the court must approach the application with a degree of caution (or any reluctance) greater than that with which it would approach the exercise of any other discretion within a particular statutory context, where the court must be satisfied that appropriate circumstances exist for the making of an order, imposes upon the applicant a standard higher than that which the section requires and would reflect an unwarranted confinement of the discretion.
The discretion is at large, and there is no warrant "to cut down … that discretion … or … to confine it within a straight jacket", to use the words of the English Court of Appeal in Re Atlantic Computer Systems PLC [1992] Ch 505 at 541, which considered a statutory analogue to s 440D, which provides that during the administration of a company, a proceeding in a court against the company, or in relation to any of its property, cannot be begun or proceeded with except with the leave of the court and in accordance with such terms (if any) as the court imposes: see Larkden Pty Limited v Lloyd Energy Systems Pty Ltd [2011] NSWSC 1305 at [35]; (2011) 285 ALR 207.
Plainly, the Court must keep steadily in mind the policy of Part 5.4 to avoid a dispute as to the existence of the debt being litigated at the time of the winding up application (see David Grant & Co Pty Ltd v Westpac Banking Corp (1995) 184 CLR 265; [1995] HCA 43; Texel Pty Ltd v Commonwealth Bank of Australia [1994] 2 VR 298 at 300). But an approach which notionally permits of the result, in the same set of circumstances, that leave is granted where no pre-imposed caution or reluctance is exercised, but leave is refused if it is, cannot, in my opinion, be sound. Each application must be carefully scrutinised. However, scrutiny is not equivalent to caution or reluctance.
It follows that in determining these proceedings, I have not considered it incumbent upon Garslev to displace any presumption of caution or reluctance.
Overdean is the trustee of the DEAN Super Fund, the private superannuation fund of Mr Brian Arthur Dean (Dean). It replaced a company called BAD Nominees (NSW) Pty Ltd (BAD), which was previously the trustee.
The Demand describes the Debt as follows: SCHEDULE Description of the debt Amount of the debt Amount of the debt conceded to be owed by the Company to the creditor in relation to Order 4 of judgment made in Supreme Court of NSW Proceeding No. 2018/00384191 Overdean Developments Pty Limited & Anor -v- Garslev Holdings Pty Ltd & Ors $850,000.00 Payment made out of Court to the Creditor $(669,153.24) Debt Amount $180,846.76

The Demand was accompanied by a verifying affidavit of Dean, Overdean's sole director, sworn on 5 December 2022 (the Dean Affidavit).
The judgment referred to in the Demand was delivered by Williams J on 17 November 2021, after 11 days of hearing in June and July of 2020 (see Overdean Developments Pty Limited v Garslev Holdings Pty Ltd (No 3) [2021] NSWSC 1482 (the First Judgment). Orders were entered on 18 November 2021.
Order (4) made by her Honour required Garslev to account to Overdean (as trustee of the DEAN Super Fund) for net proceeds of sale of certain identified land, being an amount of $1,058,579 referred to at [749] of the First Judgment.
This relief essentially flowed from her Honour's finding that Garslev had assisted in the breach by Smits (a solicitor and the third defendant in the proceedings) and Mr Peter Shah Mahommed (fourth defendant) of a power of attorney given by BAD in their favour. It is not necessary to delve into the intricacies of the proceedings which resulted in the First Judgment.
It will be observed that the Demand starts off with a claimed debt of $850,000, which is less than the amount the subject of order (4).
On 9 February 2022, Garslev filed a Notice of Appeal from the First Judgment (the Appeal). The Appeal is listed for hearing tomorrow, 9 June 2023, on an estimate of 1 day.
On 20 October 2022, Garslev filed supplementary submissions in the Appeal, which were stated to intend "to distil, clarify and elaborate upon some of the appellants' main appeal contentions".
Paragraph 6 of the Dean Affidavit reads: Garslev has now conceded that it owed the sum of $850,000 to Overdean. Annexed hereto and marked "B" at pages 7 to 35 are the written submissions filed on behalf [of] Garslev and other parties, containing the admission.
The admission referred to is apparently a reference to paragraph 57(c) of those submissions which contains the words "and hence Garslev is obliged under the 20 March 2018 deed to pay $850,000 to BAD Nominees."
As the Demand states, Garslev paid Overdean $669,153.24, leaving the balance claimed in the Demand.
On 21 December 2022, Garslev commenced the proceedings to set aside the Demand which resulted in the Creditor's Demand Judgment.
Before Black J, Garslev argued, first, that there was a genuine dispute in respect of the amount claimed in the Demand, in that the description of the Debt, and the accompanying affidavit which verified it, did not arise from the First Judgment or orders made in those proceedings, but rather, from the admission sought to be relied on in the Dean Affidavit. This contention was correctly rejected by Black J (Creditor's Demand Judgment at [16]-[22]). The Demand plainly relies on the First Judgment but claims a lesser amount, relying on the admission in an endeavour to put the lesser amount claimed beyond any dispute.
Second, Garslev argued that there was a defect in the Demand because it contained a misdescription of the Debt, on the basis that the Demand would have led Garslev to understand that the amount claimed was not part of the First Judgment debt, but that Overdean was relying only on the suggested admission. This submission, too, was correctly rejected by his Honour (Creditor's Demand Judgment at [23]-[26]). It had to fail given the failure of the first argument.
Third, Garslev argued that it had an offsetting claim in the amount of $342,062.44, being the amount of two unpaid solicitor's invoices rendered by Smits to BAD and purportedly assigned to Garslev (and a third invoice for $6,672 for disbursements). This argument was also correctly rejected by Black J (Creditor's Demand Judgment at [27]-[37]) on the basis that the offsetting claim had not been established for a number of reasons, including: that the change of trustee (from BAD to Overdean) did not, without more, cause the successor trustee to assume the liabilities of its predecessor; that the evidence led by Garslev did not identify a claim brought by way of subrogation and did not attempt to establish the matters necessary for such a claim, including at least that the liabilities were properly incurred by the former trustee in the proper exercise of its role as trustee, so that it had a right of indemnity against the trust assets in that respect; that Williams J had rejected a claim by Smits that BAD was indebted to him for the amounts claimed in the solicitor's invoices on the basis that the evidence led before her Honour did not establish that the fees charged reflected the time taken to perform the work; and that Garslev had not established that the amount claimed was for work that was reasonably done, let alone that the amount charged for it was reasonably charged.
On 27 April 2023, Garslev filed a Notice of Intention to Appeal the Creditor's Demand Judgment. It has until 30 June 2023 to appeal. At this point, it has not done so.
Against this background, it is apt to set out the substantive parts of the Interlocutory Process in full: 1. The First Applicant seeks leave under s. 459S (2) of the Corporations Act 2001, to rely upon: (a) grounds of and matters relied upon in opposition to the Statutory Demand of 5 December 2022 for $180,846.76 issued by the Respondent to the First Applicant, whether or not relied upon in Proceedings No. 2022/00384522 which were commenced by the First Applicant on 21 December 2022 to set aside the said Demand and notwithstanding the ex-tempore Reasons for Judgment delivered and Orders made by the Court on 30 March 2023 in the matter of Garslev Holdings Pty Ltd [2023] NSWSC 346; (b) the grounds and matters relied upon by the First Applicant in respect of Statutory Demand issued by it on 14 December 2022 as against the Respondent for payment of $342,062.44 in respect of which the Respondent commenced Proceedings No. 2022/00385245 on 21 December 2022 to set aside that Demand, which relief was consented to by the Defendant on 30 March 2023, without any other admission of waiver or extinguishment as to the existence of that Debt or the merits of the Statutory Demand. 2. Further to paragraph 1, that such leave extend to any such grounds or following matters that are material to proving that the First Applicant is solvent, that setting aside the Respondent's said Demand did not establish the existence of the Debt and that the presumption of insolvency that arose from non-compliance with the Respondent's said Demand was rebuttable and is rebutted by the First Applicant: (a) the debt claimed in the said Respondent's said Demand, upon which the subject application is founded, does not exist; (b) any presumption of insolvency created by non-compliance with the Respondent's said Demand does not include a presumption that the disputed debt is owed or was due; (c) the First Applicant is owed offsetting debts by Respondent, which exceed substantially the amount of the disputed debt; (d) substantial injustice has been caused to the Applicants because of failures of the Court to find the existence of a genuine dispute in respect of the Respondent's said Demand; (e) substantial injustice has been caused to the Applicants because of failures of the Court to find the existence of and quantify offsetting claims of the First Applicant in respect of the Respondent's said Demand; (f) substantial injustice has been caused to the Applicants because of failures of the Court to find substantial defects in the Respondent's said Demand; (g) the Court erred in its application of the 'Graywater principle' to the First Application's opposition to the Respondent's said Demand; (h) there were other reasons why the Respondent's said Demand should have been set aside, including grounds filed or raised in Appeal No 2021/00394602; 3. The Second Applicant seeks leave to oppose the said winding up application as a creditor and officer, respectively of the First Applicant under Rule 2.13 of the Supreme Court (Corporations) Rules 1999 based upon the facts and evidence in his supporting affidavit and/or to the extent that s. 459S of the Corporations Act 2001 does apply to himself as a creditor.
In considering the grant of leave, in this case, the first question to be considered is whether Garslev has established a serious issue to be tried. Garslev contended that there were two such issues: the Debt the subject of the Demand was bona fide in dispute; or, that Garslev had an offsetting claim.
Paragraphs 1 (a) and (b) of the Interlocutory Process are not only grounds relied on by Garslev before Black J in the Statutory Demand Proceedings, but they are also grounds which Black J clearly and correctly, in my opinion, rejected for the reasons earlier summarised in this Judgment. Those grounds do not reflect any serious issue to be tried that the debt the subject of the Demand was bona fide in dispute, or that Garslev had an offsetting claim.
The problem with all of the components of paragraph 2 is that the Debt the subject of the Demand has been found to exist and to be due, the First Judgment which found it to exist and to be due still stands, and the Statutory Demand Proceedings were correctly disposed of by Black J.
In his personal capacity, Smits is in no better position than Garslev with respect to his application under the Supreme Court (Corporations) Rules 1999.
I am also not satisfied that the grounds sought to be relied upon are material to proving that Garslev is solvent, as is required by s 459S(2).
As to materiality, it is to be borne in mind that the Debt is for $180,846.76 (being the remaining balance) and it has not been paid or secured.
In paragraph 32 of their written submissions, Garslev and Smits argue that if the Debt does not exist, was offset, or for other sufficient reason should be disregarded or discounted, then Garslev will be solvent. This approach ignores the fact that the First Judgment has found it to exist, and Garslev failed, even to the low threshold required by s 459H, to establish a genuine dispute or offsetting claim. In the alternative, they argue that the Debt was relevant to or had the capacity to have some influence on a conclusion as to Garslev's solvency. The material before the Court does not establish this. Indeed, the material sought to be put before the Court by Garslev would, if accepted, establish the contrary.
Smits gave evidence that Garslev is not insolvent, but the evidence led by Garslev does not disclose a full picture (or indeed, any picture) of its actual financial position, that is, its assets and liabilities, current and non-current. Smits gave evidence under cross-examination that Garslev owes money to Mr Jacobus Smits (who I take to be his brother, known as Jac: see First Judgment at [24]) and owes money to himself.
Smits deposed to the fact that Garslev is the registered proprietor of Lot 201 SP 251139, which is apparently situated at 201 Waterview Drive, Lammermoor, Queensland (in his affidavit, Smits says that it is situated in Lindsay Lane and Gardner Street, Lammermoor Heights, in Yeppoon, South East Queensland). I assume this to be a reference to the same property. He asserts that the property is held by Garslev as bare trustee for Jac and that the existence and realisation of any other current assets is "inchoate or contingent upon the outcome" of pending appeals. He deposed to the fact that Garselv sold the property for $2,400,000 under a Contract of Sale dated 22 April 2023 (the Contract).
Smits submitted that when Garslev receives the deposit, it will have the means and it will undertake to the Court to take all necessary steps to pay an amount equivalent to the debt claimed from the proceeds of sale of that asset, when the deposit is paid by the Buyer. He submitted that Garslev has no other demand for payment and therefore and otherwise is solvent.
Exhibited to his affidavit is what he described as a copy of the Contract. The name of the Buyer and the Buyer's solicitor have been redacted (he claimed, for reasons of confidentiality). It was put to him in cross-examination that there was no genuine buyer, and that is why the Buyer's name was blanked out, and that Garslev has no intention of completing the Contract, both of which Smits denied.
Absent disclosure of the identity of the Buyer, or her, his, or its solicitor (which is information within the knowledge of Garslev and Smits), the assertion of a sale has no weight: Evidence is to be weighed according to the power of the party to produce it: Hampton Court Ltd v Crookes (1957) 97 CLR 367 at 371-372 (Dixon CJ); [1957] HCA 28; Stellar Vision Operations Pty Ltd v Hills Health Solutions Pty Ltd [2023] NSWCA 102 at [110]. Additionally, the Contract contains a special provision that the Buyer is entitled absolutely to conduct any necessary due diligence in respect of the property and the Buyer shall be entitled to terminate the Contract by written notice before the expiry of a fixed deadline. Smits informed me from the bar table that the deadline has not yet been reached. The Contract provides for the payment of a 10% deposit after the conclusion of the due diligence period. The deposit has not been paid, but a pre-deposit of $11,000 has, according to Smits, been paid. Whatever else may be said, the Buyer (if there is one) is not contractually committed to buy.
Smits exhibited to his affidavit a valuation of the property as at 6 May 2022, which was obtained for the purpose of a proposed loan security from a third party purchaser for $2,600,000. He informed me from the bar table that the property was mortgaged for an amount in the region of $300,000 which would leave equity of over $2,000,000 if the valuation were accepted. On the hypothesis that Garslev established unencumbered equity in a property to a value in the region of $2,000,000, it is inexplicable that it has not paid the disputed Debt or secured it, but more importantly, it would (assuming funds to the modest amount of the Debt could be borrowed) mean that the disputed Debt is not material to its solvency.
For these reasons, leave is refused. Garslev's application for leave and Smits' application for leave to oppose the winding up application must be dismissed.
On the winding up application, Garslev filed grounds of opposition. It is appropriate to set them out in full: B. GROUNDS OF OPPOSITION TO WINDING UP APPLICATION The Defendant intends to oppose the application upon the following grounds and relies on the facts and matters referred to in the supporting Affidavit intended to be sworn by Leonardus Gerardus Smits: 1. The Defendant is solvent within the meaning of s 95A of the Corporations Act 2021 and otherwise. 2. The Plaintiff is not a creditor of the Defendant by reason of issuance of the Plaintiff's Statutory Demand of 5 December 2022 for $180,846.76 (the disputed debt) or Order 4 in in the Judgment in Overdean Developments Pty Ltd v Garslev Holdings Pty Ltd (No 3) [2021] NSWSC 1482 (17 November 2021), at 856. 3. The disputed debt, upon which the subject application is founded, does not exist. 4. Any presumption of insolvency created by non-compliance with the said Demand does not include a presumption that the disputed debt is owed. 5. The Defendant has offsetting claims which are substantially in excess of the amount of the disputed debt. 6. Substantial injustice was caused to the Defendant by failures of the Court on 30 March 2023 in the matter of Garslev Holdings Pty Ltd [2023] NSWSC 346 in Proceedings No 2022/00384552: (a) to establish under ss. 459H(1) that the Court should go behind said Order 4 of 17 November 2021), at 856; (b) to construe Order 4 truly in the context of all of the Orders made in para [846] of the said Judgment; (c) to be satisfied that there was a genuine dispute between the parties about the existence of the disputed debt: (d) to make a determination under ss. 459H(2)-(4) of the Corporations Act 2001 in respect of each offsetting claim of the Defendant ;and (e) to grant relief under s 459J(1 )(a) of the Corporations Act 2001 in respect of substantial defects contained in the said Demand; 7. The Court failed to find in the said Judgment of 30 March 2023 that other reasons exist why the said Demand should have been set aside under s. 459J (1)(b) of the Corporations Act 2001. 8. The Court erred in its application of the 'Graywater principle' to the Defendant's opposition to the Plaintiff's said Demand; 9. Contemporaneously, the Defendant will support these grounds by seeking leave under s. 459S (2) of the Corporations Act 2001: (a) upon the basis that grounds or matters herein are material to proving that the Defendant is solvent; (b) to prove that the presumption of insolvency that arose from non-compliance with the said Demand was rebuttable and is rebutted by the Defendant; and (c) proof of said grounds or matters is relevant in explaining the reasons why the disputed debt has not been paid by the Defendant. 10. Without derogating from any ground stated herein, the Grounds of Appeal that are intended to be filed on or before 30 July 2023, pursuant to the Notice of Intention to Appeal filed by the Defendant filed on 27 April 2023 in Proceeding No. 2023 / 00133895 against the said Judgment and Orders of 30 March 2023. 11. The Grounds of Appeal filed or raised in Proceedings No. 2021/00349602 in the NSWCA between inter alia the parties hereto and any relief granted to the Defendant as an Appellant in the Judgment or Orders of the Court of Appeal consequent upon Hearing of the Appeal on 9 June 2023. 12. The grounds relied upon by the Defendant in respect of Statutory Demand issued by it on 14 December 2022 as against the Plaintiff for payment of $342,06244, in respect of which the Plaintiff commenced Proceedings No 2022/00385245 in this Court on 21 December 2022 to set aside that Demand, which relief was consented to by the Defendant on 30 March 2023, without any admission of waiver or extinguishment of the existence of that Debt or as to the merits of the Statutory Demand. 13. In the premises outlined in the said supporting Affidavit, the said application is an abuse of process. 14. That in the said premises, the Court should exercise its discretion to decline to make a winding up order or to dismiss said application, upon such terms as the Court deems fit, even if presumed insolvency is proven and notwithstanding the said Judgment and Orders of 30 March 2023. 15. Alternatively, in the said premises, the Court should stay permanently or adjourn the said winding up application for a fixed short period to enable the Defendant to discharge the disputed debt to the extent it is found to be due and payable, as informed by outcomes of the said Appeals or herein. 16. Any grounds of opposition relied upon by Leonardus Gerardus Smits as a creditor or officer of the Defendant, who also seeks leave to oppose the said application under Rule 2.13 of the Supreme Court (Corporations) Rules 1999.
It will be observed, that for the purposes of the winding up application, Garslev, once again, seeks in paragraphs 2 - 8 to raise matters dealt with in the First Judgment or the Creditor's Demand Judgment. Paragraph 10 seeks to rely on the fact that Notice of Intention to Appeal has been lodged in relation to the Creditor's Demand Judgment - although no Notice of Appeal has been filed. Paragraph 11 refers to the appeal to be heard tomorrow. In its written submissions, Garslev contended that the winding up application is a form of abuse of process, an impermissible collateral attack on the maintenance of the appeal to be heard tomorrow, an improper collateral attack upon Garslev's right of appeal against the Creditor's Demand Judgment, and tainted or infected by an irregularity or contrary to good faith.
So far as the Statutory Demand Proceedings are concerned, matters which were, or which could have been, raised there, may not be relied upon in opposing the winding up, leave having been refused.
As to the First Judgment, it binds Garslev unless, and until, it is set aside. In their submissions, Garslev and Smits sought to raise a number of matters directed to persuading the Court that the appeal has good prospects. I am not in a position to make any assessment of those prospects from the material put before me. But in any event, Overdean has the admission by Garslev made in its written submissions filed in the Court of Appeal as to the amount of $850,000, which is the starting point for the amount claimed in the Statutory Demand.
I reject the submissions that the winding up application is an abuse of process. Overdean was fully entitled to bring it and is entitled to have the order it seeks.
I do not consider that if Garslev were immediately wound up, it would interfere with the conduct of the appeal, to which Smits is, in any event, a party and who could put any submission which Garslev would have been entitled to put. I would not have stayed the winding up unless, at the least, Garslev paid the amount of the Debt into court. However, Counsel for Overdean put that it is appropriate to stay the winding up until after the Appeal is argued, to avoid any difficulty with Garslev motivating it tomorrow.
In the circumstances, I will stay the order.
Overdean provided consent by Christopher John Palmer to be liquidator, which included a schedule of hourly rates. It proved the remaining statutory formalities for a winding up by the affidavit of Dean sworn 6 June 2023, including notification to ASIC and publication.
I have produced this Judgment as quickly as circumstances have permitted, because of the inherent commercial urgency of winding up matters such as this, together with the pendency of the Appeal.
I make the following orders: 1. Leave under s 459S of the Corporations Act 2001 (Cth) and r 2.13 of the Supreme Court (Corporations) Rules 1999 (NSW) is refused. 2. The Interlocutory Process filed 28 May 2023 is dismissed. 3. Mr Leonardus Smits is to pay the plaintiff's costs of and incidental to his application for leave under r 2.13 of the Supreme Court (Corporations) Rules 1999 (NSW) which would not otherwise have been incurred by Garslev Holdings Pty Ltd's application for leave under s 459S of the Corporations Act 2001 (Cth). 4. Pursuant to s 459A of the Corporations Act 2001 (Cth), Garslev Holdings Pty Ltd (ACN 003 312 383) is wound up. 5. Christopher John Palmer, of O'Brien Palmer Insolvency & Business Advisory, Level 9, 66 Clarence Street, Sydney NSW 2000, is appointed as the liquidator of Garslev Holdings Pty Ltd (ACN 003 312 383). 6. The operation of orders (4) and (5) is stayed up to and including Monday, 12 June 2023. 7. These orders are to be entered forthwith.

DISCLAIMER - Every effort has been made to comply with suppression orders or statutory provisions prohibiting publication that may apply to this judgment or decision. The onus remains on any person using material in the judgment or decision to ensure that the intended use of that material does not breach any such order or provision. Further enquiries may be directed to the Registry of the Court or Tribunal in which it was generated. Decision last updated: 08 June 2023

Chief Commissioner of Stamp Duties v Paliflex Pty Ltd

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