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Hearing dates: 17 and 18 June 2026

Date of orders: 18 June 2026

Decision date: 18 June 2026

Jurisdiction: Equity - Commercial List

Before: Peden J

Decision: Plaintiffs’ proposed orders as amended made: at [17]

Catchwords: PROCEDURE — Final orders — Where parties ordered to confer on appropriate orders to give effect to reasons in primary judgment — Where parties could not reach agreement — Final orders made

Legislation Cited: Australian Securities and Investments Commission Act 2001 (Cth) ss 12DA, 12DB, 12GF
Competition and Consumer Act 2010 (Cth) sch 2, s 236
Corporations Act 2001 (Cth) ss 197, 1041E, 1041I

Cases Cited: Garan Holdings Pty Ltd v Stonepoint Capital Management Pty Ltd (in liq) (No 2) [2026] NSWSC 373
Legal Practitioners Complaints Committee (1987) 46 SASR 126

Category: Consequential orders

Parties: Garan Holdings Pty Limited (First Plaintiff)
B&C Family Investments Pty Ltd (Second Plaintiff)
Charles Victor McIntosh (Third Plaintiff)
A.C.N. 647 465 236 Pty Ltd (Fourth Plaintiff)
20WAD Pty Ltd (Fifth Plaintiff)
Australis Investment Corporation Pty Ltd (Sixth Plaintiff)
Stonepoint Capital Management Pty Limited (in liq) (First Defendant) (submitting appearance)
Hunt Prosperity Pty Ltd (in liq) (Second Defendant) (submitting appearance)
Hunt Wealth Partners Pty Ltd (in liq) (Third Defendant) (submitting appearance)
Phillip Sean Hunt (Fourth Defendant)
Scott Schade (Fifth Defendant) (submitting appearance)
Rass QLD Pty Ltd (Sixth Defendant)
Fortico Associates Pty Ltd (in liq) (Seventh Defendant) (submitting appearance)

Representation: Counsel:
S Gerber (Plaintiffs)
P Hunt (self-represented) (Fourth Defendant)
Solicitor:
Kardos Scanlan (Plaintiffs)
McCullough Robertson (First Defendant) (submitting appearance)
Mills Oakley (Second and Third Defendants) (submitting appearance)
Hallcross Legal (Seventh Defendant) (submitting appearance)

File Number(s): 2024/00177025

Publication restriction: Nil

REVISED EX TEMPORE JUDGMENT

1. On 5 June 2026, I delivered reasons in this matter: see Garan Holdings Pty Ltd v Stonepoint Capital Management Pty Ltd (in liq*) (No 2)* [2026] NSWSC 373 (Judgment).

2. I ordered the parties to confer on appropriate final orders. No agreement was forthcoming and on 17 June 2026 the matter was listed for a hearing to determine final orders, the plaintiffs having provided me with their proposed orders and calculations, and Mr Hunt having provided me with two versions of his proposed orders.

3. I consider it appropriate to make the plaintiffs’ proposed orders, as amended and explained in these reasons. I reject Mr Hunt’s submissions as to different orders for the following reasons.

4. First, Mr Hunt sought to incorporate “clarifications” that required a reader to return to the reasons in the Judgment to understand the scope of his liability I had found, rather than making a clear order giving effect to those reasons. That is the purpose of final orders. It is trite that a Court cannot decide a question which is not raised for determination before that Court in the proceedings: see eg Legal Practitioners Complaints Committee (1987) 46 SASR 126 at 127 (King CJ).

5. An example of a clarification I considered inappropriate concerned the plaintiffs’ annexure to the orders of representations found in the Judgment to be misleading or deceptive. Mr Hunt sought the inclusion of a “note” that:

The inclusion of any representation in this Annexure does not constitute a finding that the representation was made by the Fourth Defendant. The application of any such representation to the Fourth Defendant is limited to such representations (if any) found by the Court to be attributable to him.

6. Similarly, Mr Hunt sought to include a limitation about the representations that:

in each case, and in respect of the Fourth Defendant, only to the extent of the conduct established by the Court as having been undertaken by him in the relevant legal capacity and properly attributable to him in law.

7. However, the reasons in the Judgment made plain that Mr Hunt relevantly “made” the representations in the annexure to Mr McIntosh: see eg Judgment at paragraphs [35]-[36], [38], [41]-[42], [49], [55]-[57], and [64]-[74]. Therefore, the proposed notations or limitations in relation to the plaintiffs’ proposed orders 1, 2, 3, 6, 7, and 8 would not appropriately reflect the reasons and ought not be included.

8. Secondly, Mr Hunt sought to include confusing language in the context of the declaration concerning s 197 Corporations Act 2001 (Cth) (Corporations Act), possibly in an attempt to incorporate the language of s 197. I do not consider the additional words are appropriate or necessary. The language is sufficiently clear.

9. Thirdly, Mr Hunt took issue with the calculation of damages for breach of the 1% distribution term discussed and found in the Judgment at paragraphs [128], [131]-[134] and [208].

10. The plaintiffs’ pleaded case was that Stonepoint breached its contract by not paying distributions each month at either 2% or 1% for invested and unredeemed funds from the time of the investment to the date of the Judgment. They indicated at the substantive hearing that they would provide calculations of the amount payable following the determination of the appropriate percentage. In the first version of their proposed orders, the plaintiffs calculated the amount at $3,005,801 on the bases that:

11. No credit was given for distributions provided before the breaches pleaded, even if they were greater than 1%; and

12. No reduction was provided where funds were invested part way through a month; there was an implicit assumption that the whole month’s distribution would be payable.

13. The plaintiffs’ counsel appropriately conceded that in relation to part-months, the figure overstated the liability and ought to be amended. I directed the parties to confer on the appropriate calculation for that purpose and listed the matter today for consideration and determination of the appropriate sum.

14. Mr Hunt sought to have the distribution sum reduced by looking at the distributions over the whole period of investment and giving a “credit” for distributions paid over 1% so that the net liability was significantly reduced or resulted in a credit. I reject that; it is not appropriate for the following reasons:

15. At the substantive hearing I was asked to determine damages for breaches of contract. The plaintiffs did not plead that there were breaches of contract when distributions of more than 1% were paid; it was not an issue in dispute.

16. No defendant pleaded or submitted that earlier distributions above 1% were made by mistake, nor that some other reason would give rise to an entitlement to a restitutionary remedy. In fact, one of Mr Hunt’s representations to Mr McIntosh was “under promise [ie 1%] and over deliver”: see Judgment at paragraph [38].

17. No defendant pleaded or submitted any other basis for a set-off.

18. While the plaintiffs’ expert report did include one table that provided a mathematical calculation based on incorporating a possible credit, Mr Hunt took issue with large sections of the report (notably, without challenging any of the assumptions made by the expert), did not make any submission to suggest he relied upon it, and did not seek to amend his defence to rely on any calculation of distributions across the whole investment period.

19. Today, Mr Hunt made no submissions about the amended calculation provided to me based on the plaintiffs’ concession that the original figure ought to be reduced by the amount of $1,384 to account for an investment with over a part-month. I accept the plaintiffs’ amended calculation in relation to order 7 that the amount therefore ought to be $3,004,41769.

20. It is therefore appropriate to make the plaintiffs’ proposed order with the corrected sum for the investments that were not invested for a full month.

21. Fourthly, Mr Hunt sought an order that the costs of the litigation be borne “on a proportionate basis, to be determined by the Court” by all the defendants. I sought to understand from him how the proportions ought to be determined, and he indicated it was a matter for me. He did not provide any factual or legal basis for the assessment in circumstances where he was the only defendant who actively defended the proceedings and has been found materially liable on various bases to the plaintiffs.

22. I consider the plaintiffs’ proposed costs order is appropriate, and ensures that Mr Hunt has the protection of joint and several liability with other defendants while they were active in the proceedings.

Orders

17. I make the plaintiffs’ amended orders, as follows:

18. The Court declares that, between December 2021 and 9 March 2022, the first, second, third and fourth defendant:

(a) Engaged in conduct, in trade or commerce, that was misleading or deceptive, or likely to mislead or deceive, contrary to section 18(1) of the Australian Consumer Law (ACL), being Schedule 2 to the Competition and Consumer Act 2010 (Cth); (b) In trade or commerce, in connection with the supply or possible supply of services or in connection with the promotion by any means of the supply of services, made false or misleading representations that services:

(i) were of a particular standard or quality, contrary to section 29(b) of the ACL; and (ii) had particular performance characteristics, uses or benefits, contrary to section 29(g) of the ACL;

(c) Engaged in conduct, in this jurisdiction, in relation to a financial product, that was misleading or deceptive or likely to mislead or deceive, contrary to section 1041H(1) of the Corporations Act; (d) Made statements that were false in a material particular or materially misleading and were likely to induce persons in this jurisdiction to apply for or acquire financial products, in circumstances where those defendants knew or ought reasonably to have known that the statements were false in a material particular or materially misleading, contrary to section 1041E(1) of the Corporations Act; (e) In trade or commerce, engaged in conduct in relation to financial services that was misleading or deceptive or was likely to mislead or deceive, contrary to section 12DA(1) of the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act); (f) In trade or commerce, in connection with the supply or possible supply of financial services, made false or misleading representations that services were of a particular standard or quality, contrary to section 12DB(1)(a) of the ASIC Act;

by making the representations to the plaintiffs set out in Annexure A to these orders, in circumstances where:

(g) Those representations were false, as statements of present fact; (h) To the extent the representations were opinions, they carried with them implied representations that the defendants had a reasonable basis for the opinions, which implied representations were also false; and (i) To the extent the representations were with respect to future matters, they were misleading or deceptive because the defendants did not have reasonable grounds for making the representations.

2. The Court declares that, pursuant to s 197 of the Corporations Act, the fourth defendant is liable, individually and jointly with the first defendant, to discharge such part of the liability of the first defendant pursuant to order 7 below as the first defendant does not and cannot discharge.
3. The Court declares that the second defendant is liable to the plaintiffs, pursuant to Chapter 7.6, Division 6 of the Corporations Act, for the amounts required to be paid to the plaintiffs by the first defendant and the fourth defendant pursuant to orders 6 to 8 below.
4. The Court declares that the amounts totalling $2,210,722.89 paid by the seventh defendant to the second defendant between 10 November 2021 and 26 March 2024, or their traceable proceeds, are held on trust for the Stonepoint Capital Fund (Fund), those amounts to be paid into Court pending orders concerning their distribution.
5. The Court declares that the first defendant is not entitled to be reimbursed or indemnified out of the assets of the Fund in respect of:

(a) Any costs or expenses incurred in relation to the defence of this proceeding; or (b) Any relief ordered in this proceeding.

6. The first, fourth and seventh defendants pay equitable compensation to the plaintiffs in the amount of $15,370,839.27, together with compound interest up to judgment of $1,162,512.71, payable only to the extent of any shortfall between that amount and any amount towards the value of the first to third plaintiffs’ unredeemed units which they recover from the Stonepoint Capital Fund.
7. The first defendant pay the first, second and third plaintiffs damages for breach of contract in the amount of $3,004,417.69:

(a) $162,791 payable in addition to the amount referred to in order 6; and (b) The balance subject to double recovery in respect of amounts received in respect of the liability under order 6.

8. The first, second, third and fourth defendants pay damages to the plaintiffs, pursuant to s 236(1) of the Australian Consumer Law (sch 2 Competition and Consumer Act 2010 (Cth)), 1041I(1) of the Corporations Act and s 12GF(1) of the ASIC Act, in the amount of $4,257,325.83:

(a) $152,287.97 payable in addition to the amount referred to in order 6; and (b) The balance subject to double recovery in respect of amounts received in respect of the liability under order 6.

9. The plaintiffs’ costs of and incidental to the proceeding be borne, jointly and severally, by:

(a) The fourth defendant; and (b) The first to third and seventh defendants, each as to the period between the commencement of the proceeding and the date it filed a submitting appearance, only,

and pay interest on costs for which they are liable from the date on which those costs were paid by the plaintiffs.

10. Liberty to apply on 5 days’ notice, specifying the relief sought.

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Annexure A (80.2 KB, pdf)