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[2026] NSWSC 629
Supreme Court of NSW
2026-06-03
Brereton J
Original judgment source is linked above.
Source: NSW Caselaw (www.caselaw.nsw.gov.au). Converted to plain text by ZoeLaw. Not the official version.
Medium Neutral Citation: In the matter of Great Northern Developments Pty Ltd; In the matter of Ironbark Holdings Australia Pty Ltd [2026] NSWSC 629
Hearing dates: 21 May 2026
Date of orders: 03 June 2026
Decision date: 03 June 2026
Jurisdiction: Equity - Corporations List
Before: Brereton J
Decision: In 2026/1338, the statutory demand is set aside.
In 2026/1339, the statutory demand is varied with a declaration as to its effect from the date of service.
Catchwords: CORPORATIONS – statutory demands – applications to set aside – whether genuine dispute as to the amount or existence of the debt – where a statutory demand is set aside on the basis of a genuine dispute – where debt owing in a statutory demand is varied and a declaration is made as to its retrospective effect from the date of service
Legislation Cited: Corporations Act 2001 (Cth)
Cases Cited: Ligon 158 Pty Ltd v Huber [2016] NSWCA 330; 117 ACSR 495
Re Wollongong Coal Ltd [2015] NSWSC 1680; 110 ACSR 134
Texts Cited: N.A.
Category: Principal judgment
Parties: 2026/1338:
Great Northern Developments Pty Ltd (plaintiff)
James Eric Packman (defendant)
2026/1339:
Ironbark Holdings Australia Pty Ltd (plaintiff)
James Eric Packman, Ann Carolyn Packman and Brian Anderson Packman as trustees for The Packman Retirement Fund (defendant)
Representation: Counsel:
J Hastie (plaintiffs)
D Creais (solicitor) (defendants)
Solicitors:
Mills Oakley (plaintiffs)
Bartier Perry (defendants)
File Number(s): 2026/1338; 2026/1339
Publication restriction: N.A.
On about 11 December 2025, Mr James Packman served a statutory demand on Great Northern Developments Pty Ltd (Great Northern), demanding payment of $117,243.34.
At about the same time, Mr James Packman, Ms Ann Packman and Mr Brian Packman, as trustees of The Packman Retirement Fund served a statutory demand on Ironbark Holdings Australia Pty Ltd (Ironbark), demanding payment of $1,176,461. Ms Ann Packman and Mr Brian Packman are retired and elderly. Mr James Packman is their son.
Great Northern and Ironbark are related entities. Mr Christopher Edwards is the director of both companies. At relevant times, he also practised as a solicitor and as an accountant.
Great Northern and Ironbark applied to have the statutory demands set aside in each case on the ground that there is a genuine dispute about the existence or the amount of the debt within the meaning of s 459H(1)(a) of the Corporations Act 2001 (Cth). The applications were heard together.
(1) This section applies where, on an application under section 459G, the Court is satisfied of either or both of the following:
(a) that there is a genuine dispute between the company and the respondent about the existence or amount of a debt to which the demand relates
(a) the task faced by a company challenging a statutory demand on the genuine dispute ground is by no means a difficult or demanding one; (b) a dispute is genuine if it is not plainly vexatious or frivolous; (c) the dispute must be bona fide and not advanced on grounds that are spurious, hypothetical, illusory or misconceived; (d) the grounds of the dispute must have prima facie plausibility; and (e) the Court is not required or invited to weigh or assess the merits of the dispute.
In all cases, the Court ultimately must apply the statutory language and determine whether there is a genuine dispute about the existence or amount of the relevant debt.
There was no dispute that Great Northern has an obligation to Mr James Packman in respect of an amount of at least $117,243.34. The issue is whether there is a genuine dispute that the money is due and payable, or whether it only becomes due and payable, and a debt, in December 2027.
It was common ground that on or about 27 March 2015, Mr Packman lent $50,000 to Great Northern. The relevant terms included a rate of interest of 10% per annum and a maturity period of 36 months, following which the loan could be terminated on 3 months’ written notice. The terms were reflected in an unsigned document titled ‘Loan Agreement’. Interest has been capitalised on the loan since March 2015. A statement issued to Mr Packman on 6 March 2025 indicated that, as at 4 March 2025, the balance outstanding was $117,243.34 (the amount demanded by the statutory demand).
The 36 month maturity period expired in March 2018. The issue is whether it was reinstated in December 2024.
On about 11 December 2024, Mr Packman’s wife, Ms Sharon Packman, “invested” $140,000 with Great Northern. The terms of that investment were poorly documented. There was an email exchange on 3 December 2024 between Mr Packman and an associate of Mr Edwards about the investment. Mr Packman wrote:
Sharon wants to invest $140,000.
She wants me to confirm that it’s 10% per annum, not compounding, and maturity is 3 years?
The response was:
Confirming 10% per annum, simple interest. Initially it is a 3 year term that continues indefinitely.
Mr Edwards gave evidence that in about December 2024, he had a conversation with Mr Packman about the potential investment of $140,000 by Mrs Packman. His evidence was that he told Mr Packman that interest rates had dropped to around 8% but he would agree to the $140,000 being added to Mr Packman’s loan (and hence earn 10%), so long as Mr Packman agreed that all funds would have a minimum term for a further 3 years. His evidence was that Mr Packman agreed.
In evidence on the application, Mr Packman denied the conversation. It was submitted on his behalf that Mr Edwards’ evidence was a fabrication.
I am not able, on this application, to conclude that Mr Edwards’ evidence is so implausible or evidently false that it is a fabrication. The objective evidence lends sufficient support to the contention to give it prima facie plausibility, and so gives rise to a genuine dispute. I address that evidence in the following paragraphs.
The email exchange of 3 December 2024 does not refer to the conversation or to any condition that related to Mr Packman’s loan. However, the emails (extracted above) are abbreviated and do not read as if they seek to record all of the terms. Mr Packman’s evidence was that he did not speak to Mr Edwards before or after sending the email. However, although it is by no means certain, the tenor of Mr Packman’s email reads as if there had been a conversation. Mr Packman asked for confirmation, suggesting that something had already been discussed. The email does not read as coming out of the blue.
On 6 February 2025, Mr Packman sent an email to Mr Edwards’ associate to ask about when his investment matured. That indicated uncertainty on his part about the maturity date. On 20 February 2025, Mr Packman sent an email to Mr Edwards, covering a number of matters. He expressed frustration at having received no reply to his request about the maturity date and requested that his account be closed and the money owed to him be transferred to his bank account. Mr Edwards responded on 6 March 2025. The response (among other things) said that he attached Mr Packman’s and Mrs Packman’s statement and also stated that “you are tied in for 3 years”. This is consistent with Mr Edwards’ evidence on the application, and came within a few months of the alleged conversation. It means that if there was a fabrication concerning a new maturity date, it occurred in early 2025. It cannot be said that there was a fabrication in response to the statutory demand. The fact that Mr Edwards was asserting within 3 months of the “investment” by Mrs Packman that Mr Packman was tied in for 3 years lends some support for Mr Edwards’ evidence of the conversation.
Mr Packman responded by email dated 12 March 2025. He simply stated that he was reminding Mr Edwards that both he and his wife had requested to close their accounts and withdraw their money. He did not in terms deny any agreement about the maturity date. Mr Edwards’ associate responded stating that the email was taken as notice that the investment would be terminated on 12 December 2027, that is 3 years after the $140,000 was deposited. Mr Packman responded on the same day, stating that he was giving 31 days’ notice for the return of both his and his wife’s “money”. The email proceeded on the basis that even if there was a maturity date, the money could still be demanded back at an earlier time – akin to breaking a term deposit with a bank. Mr Packman made numerous demands for payment since that time, to no avail.
It is not inherently implausible that at a time when Mr Packman was apparently agreeing on his wife’s behalf to a maturity date of 3 years, that he would agree to lock in his investment for the same period, as a price of securing a 10% return for Mrs Packman (albeit with simple interest).
It was not submitted that if Mr Packman had agreed in December 2024 to a 3-year maturity date, Mr Packman could terminate the agreement and demand early payment. Rather, the submission advanced on behalf of Mr Packman was that there was no agreement because there was no conversation.
I am satisfied that there is a genuine dispute about whether Mr Packman agreed in December 2024 that the loan by him to Great Northern would only mature in December 2027, at the same time that Mrs Packman’s investment or loan would mature. It is possible that Mr Packman’s version is correct and would be accepted if Mr Packman sued Great Northern for payment. But the matter is not so clear that it can be resolved in his favour in the context of an application to set aside a statutory demand.
The application by Great Northern to set aside the statutory demand succeeds.
The circumstances surrounding the alleged debt in the sum of $1,176,461 to Mr James Packman, Ms Ann Packman and Mr Brian Packman, as trustees of The Packman Retirement Fund, are unusual and suggest poor management.
The evidence suggests that Mr Brian Packman and Ms Ann Packman had lent money to Great Northern as long ago as 2004. By 14 November 2016, the balance due to them on behalf of The Packman Retirement Fund was $900,000. From 2004 to November 2016, interest had been accruing at 11% per annum.
In November 2016, Mr Brian Packman and Ms Ann Packman, as trustees, signed a form of contract for the sale and purchase of 9 off-the-plan lots in Gunnedah from Ironbark. The contract was not signed by Ironbark and there was no exchange of contracts. The document signed by Mr Brian Packman and Ms Ann Packman indicated the purchase price was $900,000 and (unusually) that the deposit was also $900,000. The land that was the subject of the sale was apparently intended to be used in a solar farm. It is apparent that at the time, the person undertaking the conveyancing work for Mr Brian Packman and Ms Ann Packman was Ms Lisa Render of Performance Conveyancing, a licensed conveyancer. Ms Render appears to have had some affiliation with Mr Edwards. A copy of the proposed contract was sent to Ms Render by Ms Marilyn Zidan under cover of letter dated 9 November 2016. The letterhead indicates that the letter came from “Christopher M Edwards Solicitors”. The letterhead also identifies both Ms Zidan and Ms Render as conveyancers associated with Christopher M Edwards Solicitors.
Mr Edwards gave evidence in reply that at about the time Mr Brian Packman and Ms Ann Packman signed the contract, he had a conversation with them to the following effect:
Mr Edwards: If you pay the $900,000 in advance we will hold the purchase price at that figure as well as pay you the equivalent of 8% rent as if you already own the property.
Mr Brian Packman and Ms Ann Packman: That sounds good, as it is a good return, we agree.
In January 2017, Ms Render wrote to her clients, Mr Brian Packman and Ms Ann Packman, advising that they were purchasing the 9 lots for $900,000 as trustees for The Packman Retirement Fund. She advised that stamp duty would be $36,010, payable within 3 months from the contract date. The letter continued: “to delay the payment of stamp duty as long as possible we will exchange Contracts closer to the registration of the Plan of Subdivision”. The letter also noted that the contract was conditional upon the vendor registering a plan of subdivision within 24 months. It also stated that the purchaser was to lease the land to Great Northern at a rent of $8,000 per lot for 10 years. The form of lease annexed to the contract for sale recorded that there would be a lease incentive of 6 months of no rent. At $8,000 per lot at a cost per lot of $100,000, the rent reflected a return of 8% per annum.
A document headed “Interest Payments to Investor” that Mr Edwards supplied to the Packmans in 2025 recorded that on 14 November 2016, the balance of the $900,000 owed by Great Northern to The Packman Retirement Fund was transferred to Ironbark. The “interest rate” was reduced from 11% to 8% and there was an “interest free period” of 6 months. The interest was not capitalised. I infer interest was paid on a quarterly basis to Mr Brian Packman and Ms Ann Packman, because by mid-2025 they were complaining to Mr Edwards about not having been paid their “quarterly payments”.
In March 2018, Ironbark wrote to Ms Render. The letter referred to delays but stated:
Please assure the purchasers that this in no way affects their income stream as regardless of the state of the solar farm they will receive their rental entitlements six month (sic) after signing the Contracts.
This is consistent with the lease that was annexed to the contract for sale which contemplated a 6-month rent free period upon commencement of the leases of the lots. It is hard to understand why there was a 6-month interest free period taken from 14 November 2016 if there was still to be a 6-month rent free period. The letter was forwarded by Ms Render to Mr Brian Packman and Ms Ann Packman.
There were similar exchanges in April 2018 and May 2019.
On 11 June 2021, Ms Render advised Mr Brian Packman and Ms Ann Packman that she had been contacted by her “former employer”, Mr Edwards, and that he was threatening to sue her if she continued to act for them as their conveyancer. She sent them a copy of the contract “signed” by them and the “original correspondence”.
The Interest Payments to Investor statement recorded the following further transactions:
a withdrawal of $1,780 on 30 June 2023;
a deposit of $445,000 on 6 June 2024;
a withdrawal of $149,259 on 6 June 2024;
a deposit of $500,000 on 13 September 2024; and
a withdrawal of $517,500 on 20 January 2025.
With interest accruing at 8%, the balance as at 31 January 2025 is shown as $1,176,461. That is the amount demanded by the statutory demand.
Mr Edwards’ evidence was that he had a conversation with Ms Ann Packman on or about 1 May 2024. The thrust of the conversation, according to Mr Edwards, was that Ms Packman said to him that she had $400,000 that she wanted to use to assist her daughter to buy a property and wanted to invest the property in the meanwhile. He told her that it could be added to the solar funds “as to date you have been taking interest”. He said that he told her that “the extra interest will help to cover the stamp duty, legal fees and other amounts needed at settlement”.
Mr Edwards said that shortly afterwards, Ms Packman told him that she had deposited $445,000 into the Ironbark account and wanted $150,000 to be invested in their personal names rather than through their self-managed superannuation fund. His evidence was that he transferred $149,259 into an investment held in Mr Brian Packman and Ms Ann Packman’s personal names in response to her instruction.
Ironbark provided a “Notification of Investment for Financial Year Ending 30 June 2024” to Mr Brian Packman and Ms Ann Packman, showing an “amount owing” of $1,193,961, including “interest paid” of $71,881.01. This is consistent with the Interest Payments to Investor statement.
On 3 March 2025, Mr Edwards rendered an invoice for preparing the 2024 tax return for The Packman Retirement Fund. He prepared financial statements for the fund for the year ended 30 June 2024, which included as an asset $1,193,961 as a “fixed interest security” in the name of Ironbark. A draft tax return recorded as a “loan” an amount that included this figure.
According to Mr Edwards, in around July 2024, he had a conversation with Mr Brian Packman and Ms Ann Packman and said to them that the amount in The Packman Retirement Fund was sufficient to cover the purchase of the solar farm but would not be sufficient to cover the costs to contribute $400,000 towards the purchase of Ms Packman’s daughters’ property. He said that Ms Packman said she would contribute another $500,000.
Mr Edwards’ evidence was that on or around 1 November 2024, he had a conversation with Ms Packman. His evidence was that she said that the purchase price of her daughter’s property had gone up and she needed more money from her investment. His evidence was that shortly afterwards he transferred $517,500 to her for this purpose.
Mr Edwards’ evidence was that at about this time he had a further conversation with Ms Packman to the following effect:
Mr Edwards: It was good that we have got the settlement completed in Queensland and there (sic) sufficient funds to purchase the solar farm and cover associated purchasing costs, and there will be a small amount still accruing interest after the settlement which I suspect is 18 months to 2 years off, not that this is an issue as you have been earning 8% on your money. When you actually take delivery of the properties your return will be lower anyway due to rates and a body corporate fees (sic). Apart from the 8% return you and Brian have picked up capital growth on the properties. Therefore there is no debt owing as the funds have been used to purchase properties and have been receiving a return on those funds.
Ms Ann Packman: Yes, I agree.
Ms Packman denied all of these conversations.
Mr Edwards’ evidence in reply was that at some point he had a conversation with Mr Brian Packman and Ms Ann Packman as follows:
Mr Brian Packman and Ms Ann Packman: How is Ironbark development going?
Mr Edwards: Slowly, but we are making progress. You did well buying your lots, as they are now selling for $150,000, so $50,000 more than what you paid.
Mr Brian Packman and Ms Ann Packman: Good to hear, and doesn’t bother us how slow it is as long as we are receiving the return.
The documentation from 2016 to 2018 suggests that there was some kind of arrangement by which it was agreed that Mr Packman and Ms Packman, as trustees of their retirement fund, had agreed to pay $900,000 for 9 lots. The agreement appeared to contemplate that a formal contract would be exchanged at a time close to the registration of a plan of subdivision, in order to delay the time for the payment of stamp duty. In the meantime, Ironbark would pay an 8% return on the $900,000 (although there was a puzzling 6-month interest-free period). Ironbark’s position was that the $900,000 was paid, in effect, to lock in the price of the lots and that it remained obliged to sell the lots to Mr Packman and Ms Packman at $100,000, even if the true value is now much higher than that.
It is arguable that as to $900,000, Mr Packman and Ms Packman cannot demand immediate payment. There is some documentation supporting the proposition that they understood that $900,000 was an advance payment for land to be purchased by the fund in Gunnedah. In particular, the reports they received about the progress of the development of the property in Gunnedah is consistent with there being a commitment by them to Ironbark, and vice versa, in relation to the property. It is conceivable that they currently have an equitable interest in the property. Ironbark considers itself contractually bound to sell the property to the trustees.
It is difficult to conceive that the trustees of The Packman Retirement Fund were not free (and remain free) to terminate the agreement with Ironbark, at least on reasonable notice. However, there is no evidence that they have purported to do so. In mid-2025, they were complaining strongly and demanding the quarterly payments. There is no evidence that they sought to terminate the arrangements concerning the $900,000 or demanded payment of the $900,000, prior to issuing the statutory demand.
There is a genuine dispute about whether the amount of $900,000 is due and payable by Ironbark to the trustees of The Packman Retirement Fund. The dispute arises from the uncertainty about the contractual position. It appears that the deficiency in the documentation and the uncertainty about the legal position can be principally blamed on Mr Edwards, the director of Ironbark. But that does not deny Ironbark the right to dispute the debt.
The balance of $276,461 is in a different category. Even taking Mr Edwards’ evidence at its highest, there is no plausible basis for Ironbark to refuse to pay that amount back to The Packman Retirement Fund. It is not possible to discern any promise by the trustees that Ironbark could hold those funds until the settlement of the sale of the Gunnedah property. The $276,461 reflects the balance of amounts deposited into an Ironbark account in 2024. It cannot plausibly be suggested that the trustees were not free to demand repayment of this amount at will.
Where there is a genuine dispute about part of a debt that is the subject of a statutory demand, and the part of the debt that is not the subject of a genuine dispute is above the statutory minimum, the Court has power under s 459H(4) of the Corporations Act to make an order varying the demand as specified in the order, and to declare the demand to have had effect, as so varied, from when the demand was served on the company. That is what should be done in this case.
I make the following orders:
In proceedings 2026/1338, in accordance with s 459H of the Corporations Act 2001 (Cth), the statutory demand given to Great Northern Developments Pty Ltd by Mr James Packman on 11 December 2025 be set aside.
In proceedings 2026/1339:
(a) The statutory demand dated 10 December 2025 issued by Mr James Packman, Ms Ann Packman and Mr Brian Packman as trustees of The Packman Retirement Fund be varied such that the debt is to read as the amount of $276,461. (b) Declare that that the demand is to have had effect, as so varied, from the date that the demand was served on Ironbark Holdings Australia Pty Ltd.
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[46(1)] amended