In the matter of Meribel Invest FIR Pty Ltd and In the matter of Meribel... [2026] NSWSC 593 | Case summary | Zoe

NSWNSWSC

In the matter of Meribel Invest FIR Pty Ltd and In the matter of Meribel Capital Group

[2026] NSWSC 593

Supreme Court of NSW|2026-05-27|Before: Brereton J

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At a glance

Source facts

Court

Supreme Court of NSW

Decision date

2026-05-27

Before

Brereton J

Catchwords

CORPORATIONS – ratification of relationship of agency by a person who had ceased to be a director – whether ratification is possible – whether ratification genuine – whether ratification not effective because director a puppet for another person who could not be a director – s 206A Corporations Act 2001 (Cth) – ratification established – s 1322 relief unnecessary EQUITY – interlocutory injunction – restraint from dealing with disputed shares – balance of convenience – undertaking as to damages –injunction granted PRACTICE AND PROCEDURE – subpoenas – legitimate forensic purpose – subpoenas set aside in part EVIDENCE – privilege – client legal privilege – whether privilege established – whether privilege lost by reason of misconduct – inspection by court – privilege upheld in part

Source

Catchwords

CORPORATIONS – ratification of relationship of agency by a person who had ceased to be a director – whether ratification is possible – whether ratification genuine – whether ratification not effective because director a puppet for another person who could not be a director – s 206A Corporations Act 2001 (Cth) – ratification established – s 1322 relief unnecessary EQUITY – interlocutory injunction – restraint from dealing with disputed shares – balance of convenience – undertaking as to damages –injunction granted PRACTICE AND PROCEDURE – subpoenas – legitimate forensic purpose – subpoenas set aside in part EVIDENCE – privilege – client legal privilege – whether privilege established – whether privilege lost by reason of misconduct – inspection by court – privilege upheld in part

Judgment

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 Meribel Invest FIR Pty Ltd and In the matter of Meribel Capital Group [2026] NSWSC 593

Hearing dates: 28, 30 April 2026

Date of orders: 27 May 2026

Decision date: 27 May 2026

Jurisdiction: Equity - Corporations List

Before: Brereton J

The true position is that a person who is disqualified from managing a corporation under Part 2D.6 can be validly appointed as a director, provided that he or she is given permission to manage the corporation under s 206GAB or s 206G.
It follows that a company cannot retrospectively make a person a director of the company in respect of some period where there was no such permission. Meribel FIR cannot take steps now that mean that Mr Raftery was a director of the company from July 2025, notwithstanding that he had ceased to be a director by the operation of s 206A(2). However, that is not what Ms Raftery and Meribel Capital have purported to do. The ratification, if effective, does not mean that Mr Raftery somehow becomes a director of Meribel FIR in a retrospective way.
The effect of s 206A(2) is that Mr Raftery ceased to be a director of Meribel FIR in July 2025. The purported ratification recognises that Mr Raftery was not a director and that, accordingly, there was no relationship of principal and agent lying between Meribel FIR and Mr Raftery from July 2025. The fact that Mr Raftery ceased to be a director in July 2025 does not mean that he could not have been an agent of Meribel FIR in that period, provided the company had properly appointed him to be an agent. A person can be an agent without being a director. Section 206A(2) did not prevent Mr Raftery from being an agent. It did not prevent Meribel FIR from adopting a relationship of agency.
The consequence of ratification, if effective, is that Meribel FIR adopted the relationship of agency assumed by Mr Raftery at the times he was not an agent. It would also adopt the relationship of agency assumed by O’Loughlin Westhoff. The law firm was not an agent of Meribel FIR because Mr Raftery had no authority from Meribel FIR to retain the firm. The key point is that Meribel FIR would ratify two relationships of agency. This does not retrospectively make Mr Raftery a director of Meribel FIR. Ratification in these circumstances does not conflict with the purpose of s 206A(2).

The adoptive acts in this case cannot be clearer. It is explicit in the resolution of 13 April 2026. Having Senior Counsel appear before me for Meribel FIR to assert the ratification is also a clear adoptive act.
In my earlier reasons, I concluded (at [40]-[43]) that the steps taken in the proceedings purportedly by Meribel FIR had not been authorised by ratification prior to 23 March 2026, because it had not been established that Ms Raftery (either as sole director of Meribel FIR or representing Meribel Capital as the sole shareholder of Meribel FIR) had full knowledge of all the material circumstances or that she (and hence Meribel FIR and Meribel Capital) intended to ratify and take the risk whatever the circumstances.
Having regard to Ms Raftery’s evidence led on this renewed application, I am satisfied that when she signed the resolution on 13 April 2026, she did have “full knowledge of all the material circumstances” for the purposes of ratification in this case: see Leybourne at [134]. Ms Raftery was at least aware of all of the primary facts: see Taheri v Vitek (2014) NSWLR 403; [2014] NSWCA 209 at [134]-[136] (Leeming JA). She gave unchallenged evidence that she had read my reasons of 7 April 2026, as well as the pleadings and evidence in the underlying proceedings. She took legal advice (but did not waive privilege). Ms Raftery’s evidence indicated a reasonable understanding of the proceedings and of the consequences of ratification.
The effect of the argument advanced by the Madsen parties is that notwithstanding that: (a) Ms Raftery is the sole director of Meribel FIR and represents its sole shareholder; (b) Ms Raftery has full knowledge; and (c) there has been a clear adoptive act, there has been no ratification because Ms Raftery did not, in truth, make the decision to adopt the act. Rather, they contended, it was Mr Raftery who made the decision. That is, Ms Raftery was a mere cypher. The argument is that the resolution of 13 April 2026 is not a resolution of the director of Meribel FIR and its shareholder, Meribel Capital, because it is not a genuine resolution made by Ms Raftery. Although the word was not used, the effect of the submissions made on behalf of the Madsen parties is that the resolution is a sham.
The evidence relied on by the Madsen parties fell well short of satisfying me that the resolution of 13 April 2026 was not a resolution made by the director of both Meribel FIR and Meribel Capital, Ms Raftery, but rather was a fiction brought about by Mr Raftery.
I will summarise the evidence on which the Madsen parties relied:
On 11 February 2026, Mr Raftery sent Ms Raftery an email indicating that “this is what I propose with each of the entities, when you are ready to discuss, had (sic) a think about it we can go through each entity”. The document listed a series of entities in respect of which Mr Raftery had been acting as a director and, in very brief terms, stated what each entity did. In respect of Meribel FIR, it stated “Proposal for you to be appointed a director”. This document does not communicate that Ms Raftery will be a mere puppet and that Mr Raftery will still run Meribel FIR. It tends to suggest the opposite.
On 16 February 2026, Mr Raftery asked Mr Peter Watson (an accountant) to make changes to various directorships, effective from 10 February 2026. Meribel FIR was on the list with Ms Raftery identified as a director, but the email said not to change the directorship for Meribel FIR and that Mr Raftery would provide the consent for Ms Raftery to be appointed shortly. Notwithstanding that there appears to be some proposed backdating, the email is consistent with Mr Raftery taking steps to be replaced as a director: it does not follow that he was proposing to continue to fulfil the role of director in a shadowy way. Ms Raftery was not included in the email, but that is inconsequential for present purposes.
On 23 February 2026, Mr Raftery sent an email to Ms Raftery asking her to sign some forms in connection with becoming a director of a company called Molleges Pty Ltd. This communication does not suggest that Ms Raftery’s appointment as a director of Meribel FIR was not genuine.
By an email dated 15 April 2026, an accountant working with Mr Watson reminded Mr Raftery that some forms concerning appointments as a director had not been completed. Mr Raftery forwarded the email to Ms Raftery on 16 April 2026. These communications provide no weight to an argument that the appointment of Ms Raftery as director of Meribel FIR was not genuine.
At about the time Ms Raftery was appointed as the director of Meribel FIR, Mr Carl Florance was appointed as a director of several other companies that were related to Meribel FIR. Mr Florance is a relative of Mr Raftery who apparently owns a record shop. Ms Raftery was cross-examined closely about Mr Florance. She has had no recent communications with him and could not explain his credentials for the role of director, apart from being a trusted family member. The thrust of the submission advanced by the Madsen parties was that Mr Florance must be a puppet director, and his appointments show that Mr Raftery set about installing puppets in all of the companies from which he was resigning. I am not willing to conclude that Mr Florance is a mere puppet or that his appointments shed much light on the character of Ms Raftery’s appointment as a director of Meribel FIR or Meribel Capital.
Ms Raftery was cross-examined about the activities of some other companies (apart from Meribel FIR and Meribel Capital) to which she has been appointed as a director. In some instances, she was unable to explain the activities of those companies. However, she has not been a director for long and it was not apparent that there were tasks in those roles that required her attention. She was able answer questions pertaining to the activities of Meribel FIR, and it might be expected that her attention would be focussed on that entity in recent weeks.
Some of Ms Raftery’s evidence was challenged as being false. However, her evidence on the key matters for present circumstances went largely untouched. It was put to her that Mr Raftery makes all the decisions and continues to make all the decisions about steps taken in the Meribel FIR proceedings. Her answer was that she exercises independent judgment, that she is making her own decisions as a director and that she is taking it very seriously. I accept that evidence.
I accept that Meribel FIR has relevantly adopted the agency of Mr Raftery and of O’Loughlin Westhoff.

In my earlier reasons I addressed what the parties referred to as a “freezing order” made by Black J on 17 November 2025. That order restrained the Madsen parties (and the third and fourth defendants) from dealing with certain shares of Firmus Grid. I concluded that the order was improperly obtained, because the application was made without authority. I discharged the order, subject to a short stay, which has been extended by consent, pending the outcome of Meribel FIR’s fresh application for injunctive relief.
Meribel FIR pointed out that the order it seeks is not a freezing order in the sense that it is an order to prevent a party from dissipating assets and frustrating the enforcement of a money judgment. Rather, it is an interlocutory injunction to preserve the subject matter of the parties’ dispute, being the Firmus Grid shares, until the competing claims have been determined.
The application is for an interlocutory order restraining persons from dealing in a parcel of 920,115 Firmus Grid shares. In the main proceedings between the parties, it is alleged by Meribel FIR that the shares were owned by it (as trustee for various interests) on 3 May 2023 when it was deregistered. Meribel FIR alleges that the shares vested in the Australian Securities and Investments Commission pursuant to s 601AD(2) of the Corporations Act. It alleges that a purported transfer of the shares to Mr James Madsen dated 4 May 2023 is void and that, upon reinstatement, Meribel FIR is the true owner of the shares, and is entitled to an order rectifying the register under s 175 of the Corporations Act. The shares are said to be worth somewhere in the order of $126 million.
There will be issues at trial about the underlying equitable interests in the Firmus Grid shares, particularly arising from a Security Transfer Form of 20 October 2022. There will also be an issue about whether Mr Raftery and Mr Ben Madsen made a binding “Global Settlement”, by which there were relevant releases of claims by Meribel FIR and a company called Etiene Pty Ltd to any interest in the Firmus Grid shares. Etiene is associated with the Raftery’s.
The Madsen parties did not submit that there should be no interlocutory injunction because there was no serious question to be tried. They accepted that Meribel FIR had a prima facie case (but contended that they too had a prima facie case). They opposed the granting of an interlocutory injunction for a series of discretionary reasons, including matters that weigh in considering the balance of convenience.
The first discretionary reason was that the initial interlocutory injunction (or freezing order) was secured in circumstances where there was a misleading non-disclosure, to both the Court and the Madsen parties. The injunction was discharged because that application was made in the name of Meribel FIR in circumstances where those purporting to take steps for the company had no authority to do so. Meribel FIR and Mr Raftery accepted that there was a misleading non-disclosure and accepted that it was appropriate to discharge the earlier order. They pointed out that the hearing was not ex parte, but accepted that this did not excuse the non-disclosure. It was not Meribel FIR who failed to disclose anything on 17 November 2025 when the matter was before Black J. The failure was that of Mr Raftery and Mr O’Loughlin (the solicitor purportedly retained to act for Meribel FIR). It cannot be said that it was Meribel FIR who failed to disclose anything to the Court. There was no lack of candour on the part of Meribel FIR. While it is true that Meribel FIR has ratified the agency of Mr Raftery and of O’Loughlin Westoff, it does not seem to me that the conduct of those wrongly purporting to act for Meribel FIR on 17 November 2025, and at other times, is a strong discretionary factor weighing against an application by Meribel FIR now for an interlocutory injunction. Meribel FIR’s application should be addressed on its merits, without, in effect, punishing it for the conduct of others.
A second discretionary matter arose from the fact that it was common ground that if Meribel FIR is successful in these proceedings (and in the related AC Invest proceedings), Meribel FIR will hold the Firmus Grid shares on trust for: (a) Etiene; (b) companies associated with the Madsen parties; and (c) unrelated parties. The Madsen parties submitted that even if they are unsuccessful in these proceedings, Meribel FIR will hold the Firmus Grid shares on trust for them in the proportion of 465,561/920,115. Meribel FIR indicated that it was content for any injunction to extend to the 920,115 Firmus Grid shares less the number of shares that would reflect the interests of the Madsen parties, but only if the Madsen parties undertook not to make a claim in respect of any shares recovered by Meribel FIR if it is otherwise successful. As I understood it, the offer in effect contemplated that the Madsen parties would be free to deal with the number of shares that Meribel FIR accepted it will hold on trust for them – on the condition that (if Meribel FIR otherwise succeeds in the proceedings) the Madsen parties will not make a claim in respect of the balance of the shares as a beneficiary. The Madsen parties declined to engage with this proposal.
There is some force in the argument that any injunction to restrain the Madsen parties from dealing with the Firmus Grid shares should not extend to shares that would, even if Meribel FIR succeeds in the proceedings, be held on trust for the Madsen parties. Conversely, given that Meribel FIR’s case is that will hold the shares as trustee, it is understandable that they would seek some protection against the possibility of claims by beneficiaries, including, in particular, the Madsen parties. Given that Meribel FIR contended it would hold the shares on trust, the observation that some would be held on trust for the Madsen parties is not a sound basis, by itself, to refuse the injunction on discretionary grounds. It would be a strong basis to limit the injunction to some of the shares, provided the putative trustee, Meribel FIR, was protected against any future claims from relevant beneficiaries.
Meribel FIR proffered an undertaking as to damages. No undertaking was proffered by Mr Raftery or Ms Raftery in their personal capacities. There is no evidence of the financial capacity of Meribel FIR to meet any liability arising from that undertaking. This is a factor that enters into the balance of convenience, weighing against the injunction: Varley v Varley [2006] NSWSC 1025 at [57] and [62] (Campbell J). It is not conclusive.
The Raftery interests pointed out that there was no evidence of prejudice to any person if the injunction is granted. The Madsen parties submitted that the market is very volatile. There is no evidence of volatility in the price of the Firmus Grid shares. It is common ground that the value of the shares has increased significantly since the proceedings commenced. The trajectory has apparently only been upwards, at least to date. The shares are not listed and so cannot be traded on any exchange. There is no evidence of either opportunities or a desire on the part of the Madsen parties to sell any of the shares. If there is a risk of prejudice to the Madsen parties because they wish to take an opportunity to sell any of the shares (including shares that would, on Meribel FIR’s case, be held on trust for them), there is no reason to suppose, on the evidence, that this could not be addressed by a grant of liberty to apply.
Apart from what is at least a significant beneficial interest in the Firmus Grid shares, the evidence suggests that the Madsen parties would not be able to meet an award of damages. To that extent, damages would be an inadequate remedy. If there is no injunction and the shares are sold and the proceeds dissipated in some fashion, then the Raftery interests would face a real risk that they would be left without a proper remedy, even if otherwise successful in the proceedings.
It is also relevant that the final hearing is fixed to commence on 29 June 2026. It follows that any interlocutory injunction is unlikely to be in force for long. The issue could be revisited, if appropriate, at the final hearing.
I have concluded that an interlocutory injunction to preserve the Firmus Grid shares that are the subject of the proceedings between the parties should be granted. While it is an imposition upon the Madsen parties to prevent them from dealing in the shares, when I weigh the competing considerations, the balance of convenience lands in favour of preserving the property that is being fought over in the proceedings. The Madsen parties should have liberty to apply to vary the injunction for the reasons I have outlined. That is an appropriate mechanism to alleviate any tangible prejudice, should it arise.

It was also submitted that “even at a high level they are all relevant to credit”. The Madsen parties make serious allegations in the proceedings against Mr Raftery, including that he misappropriated significant sums of money. It may be expected that his credit will be a significant issue at trial. Nevertheless, it was incumbent upon the Madsen parties to articulate with some precision why it may reasonably be expected that the documents caught by the subpoena would be of utility in any challenge to Mr Raftery’s credit, rather than a mere hope that banking records would reveal “more dirt on Mr Raftery”. The Madsen parties did not, for instance, point to other particular transactions (beyond those pleaded) that may be expected to be relevant to Mr Raftery’s credit, and which may be expected to be exposed by such banking records.
Similar observations can be made about the subpoena issued to Mr Phillips. The Madsen parties adduced some evidence that Mr Phillips was employed by Mr Raftery and his entities in around 2013 to 2017 and was later “rehired by Mr Raftery and his entities to assist in attempting to resolve serious issues confronted by Mr Raftery including in respect of his misappropriation of investor funds and failure to complete various transactions, which form part of the Global Settlement”. There was no objection to the subpoena in so far as it extended to transactions that are addressed in Mr Ben Madsen’s evidence in the proceedings. That is an appropriate concession.
However, the subpoena goes well beyond transactions that are otherwise specifically addressed in the evidence filed in the proceedings. It was submitted that the additional documents were “relevant for factual background” and “relevant to credit”. I am not satisfied that the subpoena is justified in so far as it extends to transactions not otherwise already addressed in the evidence.
Paragraph 2 of the National Australia Bank subpoena will be set aside. The subpoena issued to Mr Phillips will be set aside. If the Madsen parties prepare a revised subpoena, limited in the fashion described above, I expect that there would be no opposition to it.

On 20 April 2026, the Madsen interests issued a notice to produce to Mr Raftery and Ms Raftery seeking documents relevant to the issue of ratification. Documents were produced. Mr Raftery and Ms Raftery claimed client legal privilege over the whole of some documents and parts of other documents. The Madsen parties challenged the claims. The claims were supported by evidence from Mr Ross Rydge, a solicitor currently acting for Meribel FIR and the Raftery interests in the proceedings.
I heard argument about the claims for privilege on the first day of the hearing. The Madsen parties challenged the claims on two principal grounds. The first ground was based on s 125(1)(a) of the Evidence Act 1995 (NSW), it being alleged that the communications were prepared in furtherance of the commission of an offence, or the commission of an act that renders a person liable to a civil penalty. The second ground was that it has not been established that the relevant communications were made for the dominant purpose of legal advice or use in court proceedings.
The Madsen parties urged me to inspect the documents. That was not opposed. The parties accepted that my inspection of the documents would not preclude me from conducting other aspects of the applications before the Court, including the question of whether there had been ratification. Over the morning tea adjournment, I considered the evidence relied on by both parties on the question of privilege and concluded that it was expedient for me to inspect the documents. After the adjournment, I ruled that some of the claims for client privilege had been made out and some had not. In respect of the claims that had not been made out, the documents were produced and the hearing was able to continue. Some of the documents produced were relied upon by Senior Counsel in his cross-examination of Ms Raftery and in closing address.
These are my reasons for my conclusions about the claims for privilege.
It was for the persons asserting client legal privilege to establish that the privilege applied, immunising them from producing the documents under compulsion: Grant v Downs (1976) 135 CLR 674 at 689 (Stephen, Mason and Murphy JJ). The Raftery interests (including Meribel FIR) sought to do that in this case through the evidence of Mr Rydge. He was not the solicitor at the time of any of the communications and so could not give direct evidence about anyone’s purpose when the communications were made.
There is authority that a claim of privilege must be established “by admissible direct evidence, not hearsay”: Hancock v Rinehart (Privilege) [2016] NSWSC 12 at [7] (Brereton J), citing Commissioner of Australian Federal Police v Propend Finance Pty Ltd (1997) 188 CLR 501; [1997] HCA 3 at 513–514 (Brennan CJ). In a number of cases, this passage from Hancock v Rinehart has been construed as a reference to inadmissible hearsay: see, for example, Re Northern Energy Corporation Ltd [2020] NSWSC 1073; 147 ACSR 572 at [72] (Rees J) and Yong v Westpac Banking Corp [2025] FCA 816 at [61] (Bennett J). Contests about legal professional privilege are usually addressed in interlocutory proceedings, where the hearsay rule does not generally apply: see s 75 of the Evidence Act.
Mr Rydge did not, in terms, give evidence that any communication was made for a particular purpose. He gave evidence about the date of the communications, the parties to the communications and some evidence about the character of the communications (without waiving privilege in the communications). This was evidence about the nature of the documents, which is evidence that can be adduced to support a claim for privilege: Grant v Downs at 689. Where only part of a communication is the subject of a claim for privilege, the surrounding communications can be relied upon as supporting the claim for privilege, because it often assists in drawing inferences about the purpose of the communication that is the subject of a claim.
This was not a case where the party claiming privilege merely asserted privilege by resort to some verbal formula or ritual (see Grant v Downs at 689) and asked the Court to uphold the claim based on the Court’s inspection of the documents: see Hancock v Rinehart at [18]-[32]. As I have indicated, it was the parties challenging the claims of privilege who urged me to inspect the communications. I inspected the communications cognisant of the burden on the Raftery interests to establish the claims for privilege. I was satisfied that sufficient evidence had been adduced to justify the Court inspecting the documents, in order to come to a speedy and correct conclusion about whether privilege had been established.
Section 125 of the Evidence Act relevantly provides as follows:

The burden of establishing that privilege had been lost by reason of the operation of s 125 rested with the Madsen parties. They relied on evidence from Mr Masiullah Zaki, their instructing solicitor, and part of the evidence adduced from Ms Raftery. I concluded that inspecting the documents would assist me to resolve the question of whether privilege had been lost in an efficient and just fashion.
Annexure A to these reasons identifies the communications that were the subject of the challenge, together with my rulings. For the most part, Annexure A replicates a schedule to one of Mr Rydge’s affidavits. That schedule identified: (a) the date of the communication, (b) the parties to the communication, (c) the type and description of the communication, and (d) the basis of the claim for privilege. Rows 1A, 5A and 7A have been added based on evidence in an affidavit of Mr Rydge concerning claims for privilege over parts of some documents. The final column reflects my ruling.
Generally, where the relevant communication was between solicitors retained by the Raftery interests and one of more of those persons, I was satisfied that the claim for privilege was made out. That is why I upheld the claims for privilege in respect of documents 1, 2, 6 and 7. Where a communication lies between solicitor and client, it is often reasonably easy to infer that the communication is privileged under either or both s 118 and s 119 of the Evidence Act. It is even easier where the communication lies between counsel and solicitor in relation to ongoing proceedings. I was not satisfied, including based on my inspection of the communications, that there were reasonable grounds for finding that any of these communications were made in furtherance of any offence.
Some of the communications were merely communications between Mr Raftery and Ms Raftery and did not forward any legal advice or otherwise refer to legal advice. I was not satisfied that client legal privilege had been established. This was true in respect of documents 1A and 3. Document 5 was a communication by which Mr Raftery sent Ms Raftery a draft email for Mr Rydge. The draft email merely asked about the potential for Mr Rydge to be retained in the litigation. Mr Rydge had not been retained at that time. The evidence indicated that it was never sent to Mr Rydge. I was not satisfied that s 119 of the Evidence Act was engaged such that client privilege could be asserted over this communication.
In some instances, I concluded, following inspection, that the claims for privilege had been partly made out but partly not made out. This was true of documents 4, 5A and 7A. Where I rejected the claim, I was not satisfied on the evidence that the Raftery interests had established the claim. Where I upheld the claims, I was not satisfied that that there were reasonable grounds for finding that the communications were made in furtherance of any offence.

| No. | Date/s of Document/Communication | Parties to Document/Communication | Type and Description of Document/Communication | Basis for Privilege Claim | Ruling | | 1 | 20 November 2025 | Simon Raftery Gillian Raftery Michael Baltins of O'Loughlin Westhoff | Email from Gillian Raftery to Simon Raftery and Michael Baltins providing instructions in relation to conduct of the proceedings. | Communication made for dominant purpose of provision of legal services in relation to the proceedings: Evidence Act, s 119. | Uphold claim for privilege | | 1A | 11 February 2026 | Simon Raftery Gillian Raftery | Email from Simon Raftery to Gillian Raftery outlining a list of entities and proposed next steps in relation to various matters that those entities are involved with | Communication made for the dominant purpose of provision of legal services in relation to Court proceedings (but not the Proceedings) with work being done by a barrister | Reject claim for privilege | | 2 | 16 March 2026 | Simon Raftery Gillian Raftery Earlier emails in chain: Wendy Schreuder, Michael Baltins and Jonathan O'Loughlin of O'Loughlin Westhoff | Email from Simon Raftery to Gillian Raftery forwarding legal advice from O'Loughlin Westhoff in relation to proceedings. | Communication made for dominant purpose of provision of legal advice and services in relation to the proceedings: Evidence Act, ss 118 and 119. | Uphold claim for privilege | | 3 | 2 April 2026 | Simon Raftery Gillian Raftery | Email from Simon Raftery to Gillian Raftery extracting draft of document prepared for use in proceedings. | Email discloses document prepared for dominant purpose of provision of legal services in relation to the proceedings: Evidence Act, s 119. | Reject claim for privilege | | 4 | 2 April 2026 | Gillian Raftery Simon Raftery Harley Milano, Michael Baltins and Jonathan O'Loughlin of O'Loughlin Westhoff | Email from Gillian Raftery to Simon Raftery copying Harley Milano, Michael Baltins and Jonathan O'Loughlin providing instructions to in relation to conduct of the proceedings. | Communication made for dominant purpose of provision of legal services in relation to the proceedings: Evidence Act, s 119. | Partly upheld claim for privilege The part of the communication above “On 2 April 2026, at 5:06pm” is privileged but the material below that line is not privileged | | 5 | 7 April 2026 | Simon Raftery Gillian Raftery | Email from Simon Raftery to Gillian Raftery concerning engagement of solicitors for purpose of conduct of litigation. | Communication made for dominant purpose of provision of legal services in relation to the proceedings: Evidence Act, s 119. | Reject claim for privilege | | 5A | 9 April 2026 | Simon Raftery Gillian Raftery Earlier emails in chain: Jonathan O’Loughlin, Michael Baltins, Liz McConville and Peter Watson | Email from Simon Raftery to Gillian Raftery – forwards a chain of emails between (variously) Simon Raftery, Jonathan O’Loughlin, Michael Baltins, Liz McConville and Peter Watson. | Redacted portions of the email chain set out, or disclose the substance of, legal advice from O’Loughlin Westhoff in relation to matters relevant to the proceedings: Evidence Act, s 119. | Partly upheld claim for privilege The top email which is disclosed as an email from Mr Raftery to Mrs Raftery of 9 April stating "FYI can you please send to Ross and seek instructions" is not privileged in respect of the part that is redacted above that line or the attachments, but otherwise uphold privilege claim On the front page after, "Hi Simon", and then it has redacted parts - uphold the claim for privilege in respect of that portion of the document and at the foot of the second page after the words, "Hi Simon", uphold the privilege claim for privilege in respect of that part | | 6 | 13 April 2026 | Gillian Raftery Simon Raftery Earlier emails in chain: Michael Baltins and Jonathan O'Loughlin of O'Loughlin Westhoff; Mitchell Davis of counsel | Email from Gillian Raftery to Simon Raftery forwarding legal advice from O'Loughlin Westhoff in relation to proceedings. | Communication made for dominant purpose of provision of legal advice and services in relation to the proceedings; Evidence Act, ss 118 and 119. | Uphold claim for privilege | | 7 | 13 April 2026 | Gillian Raftery Simon Raftery Earlier emails in chain: Michael Baltins and Jonathan O'Loughlin of O'Loughlin Westhoff; Mitchell Davis of counsel | Email from Simon Raftery to Gillian Raftery concerning legal advice from O'Loughlin Westhoff in relation to proceedings. | Email discloses communication made for dominant purpose of provision of legal advice and services in relation to the proceedings: Evidence Act, ss 118 and 119. | Uphold claim for privilege | | 7A | 16 April 2026 | Simon Raftery Gillian Raftery Earlier emails in chain: Jonathan O’Loughlin, Michael Baltins, Liz McConville and Peter Watson | Email from Simon Raftery to Gillian Raftery (with no content) forwarding a chain of emails between (variously) Jonathan O’Loughlin, Michael Baltins, Liz McConville and Peter Watson | Redacted portions of the email chain set out, or disclose the substance of, legal advice from O’Loughlin Westhoff in relation to matters relevant to the proceedings. | Partly upheld claim for privilege on the front part of the document, the part that is redacted, being part of the email from Mr Raftery to Mrs Raftery of 16 April, reject the privilege claim in respect of that portion, but otherwise uphold the privilege claim |

In the matter of Meribel Invest FIR Pty Ltd and In the matter of Meribel Capital Group

At a glance

Court

Decision date

Before

Catchwords

Source

Catchwords

Judgment

JUDGMENT

Ratification

Is ratification possible?

Was there ratification?

Relief under s 1322 of the Corporations Act

Relief to restrain persons from dealing with the Firmus Grid shares

Subpoenas

Client legal privilege

Orders

Annexure A

Legislation Cited (3)

Cases Cited (29)