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Legislation Cited: Corporations Act 2001 (Cth), ss 443B, 447A

Cases Cited: - Re Unlockd Ltd (admin appd) [2018] VSC 345
- Strawbridge, Re Virgin Australia Holdings Ltd (admins apptd) (No 2) (2020) 144 ACSR 347; [2020] FCA 717
- Walley, Re PGP Group (Aust) Pty Ltd [2023] FCA 1554

Category: Principal judgment

Parties: Andrew John Scott, Adam John Colley, Daniel Austin Walley, Rebecca Louisse Gill and Stephen Graham Longley in their capacities as joint and several administrators of Universal Property Group Pty Ltd (admins apptd) and others (First Plaintiffs)
Universal Property Group Pty Ltd (admins apptd) and others (Second to Five Hundred and Forty-Third Plaintiffs)

Representation: Counsel:
Mr J Hynes (Plaintiffs)
Solicitors:
Williams James Lawyers (Plaintiffs)

File Number(s): 2026/355106

JUDGMENT – EX TEMPORE (Revised 28 August 2026)

Nature of the application

1. By Originating Process filed on 27 August 2026, by leave, Mr Scott and several others in their capacity as joint and several administrators of Universal Property Group Pty Ltd (admins apptd) and a very large number of companies that are associated with that entity, apply for a range of relief which is directed to assisting with complexities that arise, and difficulties that arise, in the very early stages of an extraordinarily complex and very large voluntary administration.

2. The relief which is sought seeks orders dealing with matters ranging from the administrative only, such as relief from the need to attach a very large number of company searches to the Originating Process, to matters that are of much greater substance. Broadly, the voluntary administrators seek orders to expedite the process of notification to creditors, by allowing email notice to creditors, again where there are a very large of number of creditors of the companies. They seek to defer assuming personal liability in respect of leases, at least for a period, to avoid issues that would otherwise arise from the uncertainties as to the information which they presently have, and the fact that they are presently unfunded in the administration. That aspect of the application recognises the desirability of the voluntary administrators having an opportunity to develop a work plan and seek to obtain funding in respect of the companies, and the undesirability, on the other hand, of forced closure of parts of the business or, at worst, an early transition to liquidation.

3. The voluntary administrators also seek relief, to assist with constituting a single committee of inspection across the several companies, which is plainly sensible in the relevant circumstances; orders to assist them in dealing with issues as to payroll, where there are significant expenditures to payroll on an ongoing basis in respect of the companies; and a largely administrative order to simplify the process of their preparing a remuneration report across the large number of companies involved.

Affidavit evidence

4. The application is supported by an affidavit dated 26 August 2026 of Mr Scott which is, on its face, comprehensive, at least in the context of having been prepared within the very short time since the voluntary administrators’ appointment. Mr Scott there notes that the voluntary administrators have been appointed without the opportunity for pre-planning which would ordinarily be undertaken in respect of a very large voluntary administration of this character, and points to what Mr Scott likely describes as the "sheer enormity" of the task of dealing with the voluntary administration of some 542 companies, structured under two related top companies, which in turn hold property holdings at the individual company level, some of which are at presently active construction sites, and others of which are at various stages of construction.

5. Mr Scott addresses the business structure of the companies and their activities, which involve property acquisition and construction work, and here the complexity of the task facing the voluntary administrators again is emphasised by the number of companies involved. Mr Scott also points to the way in which construction work is organised in respect of the relevant companies, and to the position in respect of employment of employees, and the funding of projects at the special purpose company level, among the many individual companies which are the subject of the voluntary administration.

6. Mr Scott in turn points to the financial position of the companies, which is presently the subject of ongoing investigation but, as far as it is presently apparent, suggest that the companies have a very large level of liabilities, much of it secured by real property mortgages and general security agreements. They presumably have property holdings of some value, but they have a relatively small amount of cash at hand. Mr Scott refers to the employees within the companies, who I recognise plainly have an interest in preserving their employment, at least while there is a prospect that that might be continued, and to the creditors of the companies falling within several classes, including secured creditors. Mr Scott also addresses the position in respect of real property leases and equipment leases but, understandably, points to the risk of uncertainty as to the information currently held by the voluntary administrators in that respect.

7. Mr Scott in turn addresses the position as to the first meeting of creditors of the companies. Mr Scott also refers to the scale and complexity of the corporate group, and the lack of funding for the voluntary administration as matters presently stand, and to work which is being done to seek to fund the voluntary administration which may allow the continued trading of the companies' business, likely to the advantage of its employees, sub-contractors who deal with it and persons who have hoped to purchase properties from it.

8. On that basis, Mr Scott seeks an extension of time in which to issue notices to lessors or the head office and lessors under equipment leases, before the voluntary administrators are exposed to personal liability in respect of those leases. The logic of such an application is, of course, that it allows the voluntary administrators more time to make an orderly assessment of whether leases are required within the continuing business and can be funded within the continuing business, rather than being forced to terminate leases which should be retained, in order to avoid personal liability.

9. Mr Scott also seeks the ability for the voluntary administrators to give notice to creditors by email, which is plainly a sensible course in respect of a voluntary administration of this kind and scale, rather than incurring the costs and delays of communicating with multiple creditors by post. He refers to the desirability of establishing a structure in order to bring about the appointment of a single committee of inspection across the companies, and to issues in respect of payroll and the desirability of simplifying, and again reducing the costs of, the preparation of remuneration reports by the voluntary administrators.

Submissions and determination

10. Mr Hynes, who appears for the voluntary administrators, in turn refers to the factual background which I have noted above, and then addresses the particular applications which are sought. The first, in effect, seeks to limit the voluntary administrators' personal liability, and protect the position of the companies, in respect of the giving of notices under s 443B of the Corporations Act 2001 (Cth) (“Act”) in relation to leases. Mr Hynes points to cases where such orders have been made, typically under s 447A of the Act which allows the Court to modify the application of s 443B so as to limit the voluntary administrators' personal liability. There are many cases of this kind, but examples include Re Unlockd Ltd (admin appd) [2018] VSC 345 at [60]ff, and Strawbridge, Re Virgin Australia Holdings Ltd (admins apptd) (No 2) (2020) 144 ACSR 347; [2020] FCA 717 at [89] (“Virgin”). It seems to me that, here, the case for the grant of that relief is straightforward, and compelling. Absent an extension of that kind, the voluntary administrators would likely be forced to make decisions to surrender or terminate leases, or cease to occupy the head office and cease to use leased equipment, without the opportunity to undertake a full analysis that would explore alternatives. That result is likely to be destructive of the value in the business, when it is in the interests of all of those dealing with the companies, employees, creditors and purchasers of properties, that as much value as possible be presently retained. It is likely also in the interests of lessors themselves that such a limitation of personal liability be allowed at this stage, where it provides breathing space to the voluntary administrators, so as to make sensible decisions as to which leases are maintained, rather than forcing an early termination which is likely to be of disadvantage of lessors generally, where there is plainly no realistic prospect that the voluntary administrators could be asked to assume personal liability, in an unfunded voluntary administration, of leases across a group of this magnitude. Accordingly, I will grant that relief.

11. The voluntary administrators also seek relief to limit their personal liability for continuing pre-appointment payroll practices, where they have not had a full opportunity to conduct a review of employment arrangements and establish whether employees have, historically, been properly remunerated. Mr Hynes rightly points out that such orders have been made in previous cases, including both Virgin and Walley, Re PGP Group (Aust) Pty Ltd [2023] FCA 1554.

12. Refusing that order would risk unfairly imposing personal liability upon the voluntary administrators for practices which have existed prior to their appointment, unless they terminate the employment of relevant employees. I am satisfied that such relief is not only fair to the voluntary administrators in the circumstances, but in the interests of employees and other creditors, so far as it maximises the prospect that employees may retain their jobs on their present terms, and the retention of those employees will advance the prospect of maximising the value of the business.

13. The third and fourth forms of relief sought relates to email notification to creditors and a mechanism to establish a single committee of inspection across the companies, and the fifth relates to the preparation of a combined remuneration report. Again there are cases where relief of this kind has been granted, with Virgin once more being an example of such relief. The relief to permit email notification will reduce the cost and increases the speed of communication with creditors. The logic of a single committee of inspection rather than, potentially, committees of inspection for each of the numerous companies, and the preparation of a single remuneration report rather than multiple remuneration reports, is compelling. Any different approach would have a real risk of imposing costs on the voluntary administration which are avoidable and should be avoided, and thereby reducing the prospect of a return to creditors from a successful restructuring of the business.

14. As Mr Hynes fairly made clear at the outset of the application, this application is brought on an ex parte basis, and not on advance notification to creditors. Mr Hynes rightly recognised that the ordinary practice is to give advance notice to creditors of matters of this kind. Here, however, there are two reasons why the approach adopted by the voluntary administrators is plainly appropriate. There is urgency in this application which would have been delayed by notification to the very large number of creditors who are involved, across the very large number of companies that are involved. The process of notification would itself have been very costly and very time consuming, particularly until the relief sought in respect of email communications with creditors is in place. The voluntary administrators have, properly, recognised that the right of creditors to apply to set aside the orders should be preserved, and one of the orders that I will make will have that effect. Nonetheless, it seems to me somewhere between highly unlikely and inconceivable that a properly informed creditor would, in the relevant circumstances, bring an application to set aside orders which are plainly directed to maximising the prospect that the voluntary administration may be brought to a successful conclusion for the creditors' benefit.

Orders

15. For all of these reasons, I am comfortably satisfied that the orders sought should be granted. I make orders in accordance with the Short Minutes of Order initialled by me and placed in the file.

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