CHRISTIDIS -v- CHALARI WINES PTY LTD [2025] WASC 330 (15 August 2025)

(a) to enter into possession and take control of all assets (including money) of the first defendant, including all assets of the first defendant used in or relating to its operations, together with all books, records, computers, computer disks, and any other papers or records relating thereto;
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> (b) to deal with any monies held by or on behalf of the first defendant or its officers, employees or agents or any of them, being monies received in relation to or employed in the first defendant's operations;
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> (c) to operate and inspect any account at any bank or other financial institution being an account operated by the first defendant and to withdraw any such monies and to pay any such monies into an account or accounts opened or maintained by or for the provisional liquidators;
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> (d) to appoint a solicitor, accountant or other professionally qualified person;
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> (e) to delegate to their partners, employees and agents that the provisional liquidators are unable to do themselves or that can be done more conveniently by those others;
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> (f) to receive any monies due to the first defendant relating to its operations;
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> (g) for the purposes of maintaining and securing the assets of the first defendant, to: > > > (i) pay any expense, including for the purposes of insurance;
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> > (ii) execute any document;
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> > (iii) bring or defend any proceeding;
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> > (iv) to carry on business;
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> > (v) to obtain credit; and/or
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> > (vi) do any other act or thing, in the name of or on behalf of the first defendant, its officers, employees or agents or any of them; > >
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> (h) to make any application to any court for the purposes of exercising the powers in (a) to (g) above;
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> (i) to apply for further orders, including the power to realise the assets and pay the liabilities of the first defendant, and to seek directions as to the disposition of any remaining proceeds; and
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> (j) to receive remuneration on a time basis within the rates annexed to the consents to act as provisional liquidators, such remuneration to be paid from the proceeds of the winding up.

1. Within 28 days of their appointment, the provisional liquidators provide to the Court and to the plaintiff a report as to the provisional liquidation of Chalari Wines, including:

(a) the identification of the assets and liabilities of Chalari Wines;
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> (b) an opinion as to the solvency of Chalari Wines;
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> (c) an opinion as to the value of the assets of Chalari Wines;
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> (d) the likely return to creditors of Chalari Wines;
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> (e) an opinion as to whether Chalari Wines has proper financial records;
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> (f) any other information necessary to enable the financial position of Chalari Wines to be assessed;
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> (g) an opinion as to whether Chalari Wines contravened any provisions of the Act; and
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> (h) an opinion as to whether there are any suspected contraventions of the Act by the current directors and officers of Chalari Wines.

1. In addition to the powers conferred by these Orders and the Act, the provisional liquidators shall also have the power to investigate and report on:

(a) the matters set out in paragraph 1(b) above; and
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> (b) any other matters referred to in the Affidavit of Hayley Brooke Christidis sworn on 12 August 2025 (Christidis Affidavit).

1. Costs of the interlocutory application be reserved. 2. There be liberty to apply. 3. This application, the Christidis Affidavit and a copy of these Orders to be sent to the Second Defendant by email to **********@gmail.com. 4. There be liberty to any party claiming to be prejudiced by the making of these orders to apply to vacate or vary the orders within 14 days of these orders being made. 5. The matter be listed for directions hearing on 18 September 2025 at 2:15pm.
2. My reasons for making these orders are as follows.

1. In her affidavit, Ms Christidis deposes to the following facts.
2. Ms Christidis is married to Mr Christidis. She is by profession a nurse. She describes her relationship with Mr Christidis prior to the events the subject of the Application in unremarkable terms. They share two children together, now aged 11 and 12. Perhaps the most relevant personal fact is that in or around January 2025, Mr Christidis was clinically diagnosed with depression and Bipolar II disorder. Ms Christidis deposes that he continued working in the business, was medicated and attended appointments with a psychologist.[1]
3. Chalari carries on the business of a wine producer. It was started in 2019 by Mr Christidis.
4. Chalari was incorporated on 26 March 2019. At the time of incorporation Mr Christidis held 1 share and Ms Christidis 1 share. By a Corporations Act 2021 (Cth) (CA) Form 484 filed 12 February 2025 by Mr Christidis, ASIC was notified that Ms Christidis's share was transferred to Mr Christidis, making him the sole shareholder. Ms Christidis deposes that this was done without her knowledge or consent, nor valid resolution.[2] I return to this issue in pt 3.
5. Also at the time of incorporation, Mr Christidis was a director, and has been at all times since. Ms Christidis was a director from incorporation to 23 November 2022, then from 1 August 2024 to 10 January 2025. She deposes that this was again done without her knowledge or consent, nor valid resolution.[3]
6. Ms Christidis sets out in some detail the work done by Mr Christidis to develop and grow the business of Chalari. This included the purchase in April 2020 of a property in Mount Barker on which to operate the business (Mount Barker Property). The registered proprietors of the Mount Barker Property are Mr and Ms Christidis.[4] Ms Christidis and her children currently reside at the Mount Barker Property.
7. The business of Chalari appears to have grown since its inception. Initially, the business sourced grapes from vineyards in the Swan Valley and Frankland River regions from which to produce wine. In 2022, Chalari leased a vineyard near Albany to source additional grapes.
8. Ms Christidis describes Mr Christidis as the 'controlling mind' of Chalari. She does not have qualifications in the wine industry, and continued to work as a nurse throughout their relationship. Her income was the primary income for the family. She was told, and believed, that the income from Chalari was being reinvested back into the business to support its growth. The two of them would discuss the business from time to time. Occasionally she would sign documents presented to her by her husband, accepting his explanation for their need. She deposes that Mr Christidis 'had full responsibility for the operation of the business and full autonomy to make decisions regarding its growth and progression'.[5]
9. Ms Christidis goes into some detail as to the events leading up to the disappearance of Mr Christidis. It is apparent that, from her perspective, there was nothing out of the ordinary. Her last contact with him was on the evening of 2 August 2025. On 3 August 2025, being concerned about Mr Christidis' welfare, she filed a missing person's report with the WA Police. On 4 August 2025 she was informed by WA Police that Mr Christidis had departed Australia in the early hours of the previous day on a flight to Dubai. On 6 August 2025 she was informed by WA Police that Mr Christidis had been located, but that his location could not be disclosed for privacy reasons. A Department of Foreign Affairs and Trade case manager has been appointed to his matter.
10. Ms Christidis has in the days since the departure of her husband made what appears to be extensive inquiries to try and find out what has occurred. From these subsequent inquiries a number of what I regard as suspicious and concerning circumstances became apparent (none of which she was aware of):

(a) Mr Christidis had a second mobile phone;[6]

(b) the memory on Mr Christidis' computer, which was used for operating the business of Chalari, had been wiped;[7]

(c) on 29 July 2025 Chalari entered into a short-term loan with On Deck Capital Australia, which Mr Christidis guaranteed, for $60,000 at an interest rate of 25% for two years;[8]

(d) he had a number of credit cards, one of which was overdue in an amount just in excess of $50,000;[9]

(e) he printed out a life insurance policy renewal prior to leaving the family house for the last time;[10]

(f) he transferred amounts totalling over $100,000 into, and then out of, their joint bank account, which funds appear to have been used to purchase cryptocurrency and to put funds in an international online spending account;[11] and

(g) on 19 July 2025, their daughter observed bundles of $50 notes in the family car, following a stop by Mr Christidis at the Commonwealth Bank at which Chalari held accounts.[12]

1. Ms Christidis has also made attempts to ascertain the financial position of Chalari. Her attempts have been hampered by the fact that she has never had access to the accounts of Chalari. They have also been hampered by the fact that Chalari had never engaged an external accountant, the books and records being maintained by Mr Christidis.[13]
2. Her inquiries have revealed that Chalari has the following assets:[14]

Stock located at Plantagenet Sheds: 7,726 bottles of wine

Stock located at Locke Logistics (Victoria): 2,738 bottles of wine

Wine making machinery (steel press, bottling equipment, barrels, tanks)

1. Ms Christidis' inquiries have revealed that Chalari has the following liabilities (aside from the liabilities for which there are PPSR registrations):[16]

Oranje Tractor (leased vineyard), being the arrears for 12 month's payments

Plantagenet Sheds (rent storage facility), being arrears for 2 month's rent

3. Does Ms Christidis have standing to bring the Application?

1. Counsel for Ms Christidis submits that she has standing to bring the Application as she is a contributory of Chalari.[17]
2. The register of the members of Chalari is not in evidence. Had it been in evidence, the register would have been proof of the matters shown in it, but only in 'the absence of evidence to the contrary'.[18] What is before the court is the CA Form 484 recording the transfer of Ms Christidis' 1 share to Mr Christidis.[19] This form is proof of its contents 'in the absence of evidence to the contrary'.[20] Here there is evidence to the contrary. As set out at [11], Ms Christidis deposes that the share transfer was done without her knowledge or consent, nor valid resolution.[21]
3. It is not necessary for present purposes for me to finally determine whether or not Ms Christidis is currently a contributory of Chalari. The definition of 'contributory' in CA s 9 includes the holder of a fully paid share in company. In addition, where the issue of whether a person is a contributory so defined has not been finally determined, the definition of contributory includes a 'person alleged to be such a contributory'.
4. I am readily satisfied that Ms Christidis alleges that she is a contributory. Pending the final determination of this issue, that is sufficient to give her standing to bring the Application.

1. Ms Christidis was required to serve a copy of the Application on Chalari.[22] CA s 109X(1) permits service to be effected relevantly by:

(a) leaving it at, or posting it to, the company's registered office; or

(b) delivering a copy of the document personally to a director of the company who resides in Australia or in an external Territory.

1. The Powell Affidavit is to the effect that service was effected by emailing a copy of the Application and the Christidis Affidavit by email to Mr Chalari.[23] However, service on a director by email is not contemplated by CA s 109X(1). So the Application is yet to be served.
2. By CA s 467(1)(c), the court on the hearing of a winding up application may 'make any interim order or other order that it thinks fit'. By CA s 467(3)(b), the court may 'dispense with any notices being given or steps being taken that are required by this Act, or by the rules of court, or by any prior order of the Court'. On an application pursuant to CA s 459P, 'service is not an essential and indispensable element of the making of the application'.[24]
3. In compliance with CA s 109X(1), the Application could have been served by leaving a copy at the registered office of Chalari. The registered office of Chalari is the Mount Barker Property which, as I have mentioned, is also the residential address of Ms Christidis.[25] The evidence is that the sole director, being Mr Christidis, is not present at that address and, I infer, will not be for the foreseeable future. So formal service in this case would have been somewhere between academic and futile.
4. I also note that this is not a case in which the jurisdiction of the court is dependent upon service of the Application on Mr Christidis, a person who is, on the evidence, outside Australia in an unknown destination.[26] The Supreme Court has jurisdiction, at least to make a winding up order, by virtue of the fact that Chalari is an Australian registered corporation.
5. There is then the issue of procedural fairness. The CA does not require Ms Christidis to serve the Application on Mr Christidis. However, it is arguable that Mr Christidis is entitled to be given an opportunity to be heard on the Amended Application. This has been done by sending a copy of the Application and the Christidis Affidavit to him at his last known email address.[27] The Interim Orders are to be served on him and give him liberty to apply. He could be given leave to be heard on the Amended Application without becoming a party.[28]
6. In the somewhat unique circumstances before the court, the justice of the case will be served by the court making an order pursuant to CA s 467(3)(b) dispensing with the 'step' of service pursuant to CA s 465A(b).[29] Hence paragraph 2 of the Interim Orders.

5. Principles governing the appointment of a provisional liquidator

1. By CA s 472(2), the court has the power to appoint a provisional liquidator of a company at any time after the filing of a winding up application and before the making of a winding up order. Given what I have said in pt 3 and pt 4, I am satisfied that there is a valid and duly authorised winding up application, a prerequisite to the appointment of a provisional liquidator.[30] So I was satisfied that I had the power to appoint a provisional liquidator.
2. The procedural requirement prescribed WA Cor Rules r 6.1(1) has been met in that the written consent of a registered liquidator, being Gregory Dudley, has been filed in the approved form.[31]
3. The principles to be applied in the disposition of an application made under CA s 472(2) are well settled. They were summarised by Beach J in Australian Securities and Investments Commission v AGM Markets Pty Ltd in the following terms, which I adopt:[32]

[78] Section 472(2) of the Corporations Act empowers me to appoint a provisional liquidator at any time after the filing of a winding up application and before the making of a winding up order.

[79] Now although I have a broad discretion whether to appoint a provisional liquidator, nevertheless an applicant for the appointment of a provisional liquidator is required to establish two things.

[80] First, the applicant must show that it has reasonable prospects of obtaining a winding up order. As a consequence, there is a significant overlap between the matters relevant to determining whether to wind up a company on the just and equitable ground, and the matters that weigh in favour of the exercise of my discretion to appoint a provisional liquidator.

[81] Second, an applicant for the appointment of a provisional liquidator must show that there is some good reason for intervention prior to the final hearing of the winding up application, for example that the appointment is needed in the public interest or to preserve the status quo or to protect the company's assets and affairs.

[82] Now it has often been said that the appointment of a provisional liquidator pending the determination of a winding up application is a drastic intrusion into the affairs of a company and should not be ordered if other measures would be adequate to preserve the status quo. Now such considerations are important, but they do not of themselves necessarily limit my jurisdiction or exercise of power to appoint a provisional liquidator.

[83] Factors relevant to the exercise of my discretion to appoint a provisional liquidator include:

(a) whether the affairs of the company have been conducted casually without due regard being given to the applicable legal requirements so as to cause me to have no or little confidence that the affairs of the company are being carried out properly;

(b) whether the assets of the company will be dissipated in the interim period between the filing of the application to wind up and the winding up order being made;

(c) whether in the public interest there is a need for an examination of the state of the accounts of the company; and

(d) whether, if the appointment was not made, there was a strong possibility that there would be further acts, omissions or events which would be detrimental to creditors or shareholders.

[84] But unless an applicant can demonstrate that there is a need for interim control of the company pending the winding up of the company, no appointment will be made. It is not by itself enough, for example, that the company has not traded for some time. It is also not enough by itself that a provisional liquidator might be able to undertake investigations which might be fruitful....

[85] But it may be appropriate to appoint a provisional liquidator where the affairs of the company have been carried on casually and without due regard to legal requirements so as to leave me with no confidence that the company's affairs would be properly conducted with due regard for the interests of creditors and shareholders.

[86] Further and generally speaking, it is also necessary to consider the degree of urgency and the balance of convenience.

[87] Further, where the company opposes the application for the appointment of a provisional liquidator, the onus on an applicant may not be as heavy as it would be otherwise. If the applicant's affidavits raise matters to which one would expect there to be some answer and there is no answer provided, then that may raise a suspicion that it may well be in the public interest to appoint a provisional liquidator.

1. So Ms Christidis must first establish that there is a reasonable prospect, or perhaps only a prima facie case,[33] that Chalari should be wound up.
2. As to whether there is a reasonable prospect that a winding up order will be made, Ms Christidis primarily relies the power in CA s 461(k) which arises where 'the Court is of opinion that it is just and equitable that the company be wound up'.
3. In M2 Assets, Strk J endorsed the observations of Beach J in AGM Markets, that it 'has long been established that a company may be wound up where there is a justifiable lack of confidence in the conduct and management of the company's affairs and thus a risk to the public interest that warrants protection.[34] Her Honour went on to also endorse the approach of Warren J in Australian Securities and Investments Commission v ABC Fund Managers Ltd, where three 'general fundamental principles' are set out in relation to this concern, being:[35]

First, there needs to be a lack of confidence in the conduct and management of the affairs of the company ... Second, in these types of circumstances it needs to be demonstrated that there is a risk to the public interest that warrants protection. Third, there is a reluctance on the part of the courts to wind up a solvent company.

6. Should a provisional liquidator be appointed?

1. There are nine reasons which, collectively, led me to conclude that there is a reasonable prospect that Chalari should be wound up on the just and equitable ground and that there is good reason to appoint a provisional liquidator.
2. The first is that its sole director, Mr Christidis, has left the jurisdiction and made no arrangements for the management of the business of Chalari in his absence. He was the controlling mind of Chalari. Significantly, there is no person who has access to its bank account. Moreover, he wiped the memory on his computer which was used for operating the business. There is no external accountant. I have no confidence that he has complied with his statutory obligation to keep adequate books and records of Chalari.[36] All this would make it difficult, if not impossible, for someone without the forensic skills and experience of a liquidator to understand the financial position of the company and operate its business.
3. The second is the circumstances of his departure and his failure to even let his wife know of his current location overseas. Those circumstances include the suspicious and concerning matters set out at [17]. These first two reasons lead me to readily have a lack of confidence in the conduct and management of Chalari both in the recent past and going forward.
4. The third is that the solvency of Chalari must be in doubt. It is in arrears with its rent for the leased vineyard and sheds. The debt to On Deck Capital has an unsustainably high interest rate. It appears that Mr Christidis has taken around $100,000 from the business and moved it through the personal account of him and his wife into liquid assets that he can access overseas. At least some of the assets of Chalari appear to have already been dissipated. I have no concern that I would be appointing a provisional liquidator to a solvent company.
5. The fourth is that the clear picture which emerges from the evidence of Ms Christidis is that the business of Chalari is dependent on the personal exertion of Mr Christidis. Without him, it appears that the business has come to an immediate halt. There is a need for someone else to come in and manage the business in order to at least maintain the status quo.
6. The fifth is that the interests of the creditors of Chalari are best served by the immediate appointment of a provisional liquidator with a view to maximising the value of its current stock. It is in the public interest to protect their position.
7. The sixth is that, for the same reason, the balance of convenience favours the immediate appointment of a provisional liquidator.
8. The seventh is that we have not heard from Mr Christidis. Paraphrasing the observation of Beach J, in AGM Markets (see [34]), as the Christidis Affidavit raises matters to which one would expect there to be some answer, the fact that there is no answer provided raises a suspicion that it may well be in the public interest to appoint a provisional liquidator.
9. The eighth is that, on the evidence before the court, there is no other measure that could be taken that would be adequate to preserve the status quo.
10. The ninth is that there is no factor suggesting that it would not be an appropriate exercise of the discretion of the court to appoint a provisional liquidator.
11. For completeness sake I add that I considered whether to require Ms Christidis to give an undertaking as to damages pursuant to WA Cor Rules r 6.1(4). However, in the unique and difficult situation she finds herself in, through no fault of her own, an undertaking as to damages is not appropriate.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.

[2] Christidis Affidavit, pars 9, 116 - 120, attachments HBC-02, HBC-26, HBC-27, and HBC-28.

[3] Christidis Affidavit, pars 116 - 120, attachment HBC-01.

[4] Christidis Affidavit, par 27, attachment HBC-03.

[5] Christidis Affidavit, in particular pars 6 and 48.

[11] Christidis Affidavit, pars 96 - 98.

[12] Christidis Affidavit, par 99. The reference is to '19 August 2025' but in context, this appears to be an error.

[13] Christidis Affidavit, pars 49 and 50.

[14] Christidis Affidavit, pars 104 - 108.