Plaintiff v Defendants

1. This proceeding was commenced by writ and statement of claim filed 16 February 2026. By summons dated 16 February 2026, the plaintiff has applied for a freezing order against the defendants to this proceeding and a third party (FO Application).
2. Reference must be made to the nature of this application. The FO Application was heard ex parte, and reference to the facts below are to the facts as they appear from the evidence on this application. In such an application, the Court does not make findings of fact as such, but assesses whether the applicant has a good arguable case on the basis of evidence. At this stage, that evidence is uncontested, as the other parties have not yet appeared or had the opportunity to either test that evidence or adduce their own evidence.[1]
3. The plaintiff relies on the following:

(a) the affidavit of Paul Thomas Fyfe sworn 16 February 2026 (Fyfe Affidavit). Mr Fyfe is a director and sole shareholder of the plaintiff;

(b) the affidavit of Brian Zi Chuan Shen affirmed 16 February 2026 (Shen Affidavit). Mr Shen is a lawyer employed by the plaintiff's solicitors, Duxton Hill; and

(c) the written outline of submissions prepared by Duxton Hill dated 16 February 2026.

1. In summary, the plaintiff alleges that it is the victim of a fraudulent investment scheme through which approximately $4 million was misappropriated through false representations concerning fixed-rate bond investments. It seeks a freezing order against the defendants and a third party to prevent the further dissipation of the misappropriated funds.
2. At the conclusion of the ex parte hearing of the FO Application, I was satisfied that the basis for a freezing order was established and I made the order sought. These are my reasons for doing so.

1. This Court has both inherent and statutory power, under Order 37A of the Supreme Court (General Civil Procedure) Rules 2025 (Vic) (Rules), to make freezing orders.[2]
2. Those principles are well understood and were conveniently stated by the Court of Appeal in Rozenblit v Vainer.[3] Although the issue in that case was a freezing order pending appeal, the principles are the same. The Court of Appeal stated:[4]

(1) The purpose of granting a freezing order is to prevent the frustration or inhibition of the Court's process by seeking to meet a danger that a prospective judgment of the Court will be wholly or partly unsatisfied. Its purpose is not to provide security in respect of a prospective judgment or order.

(2) A freezing order is to be viewed as an extraordinary interim remedy. The order is a drastic remedy which calls for a high degree of caution on the part of the Court before an order is made.

(3) An applicant for a freezing order pending appeal will be required to establish that there is a good arguable case that the appeal will succeed. This means that it can be seen from the available material that the appeal has a real prospect of success.

(4) It must be shown that there is a reasonable possibility, not necessarily more than a 50 per cent chance, that assets may be disposed of or dealt with or diminished in value if an order is not made.

(5) In the case of an order against a third party, it must be shown that there is a danger that the prospective judgment will be wholly or partly unsatisfied as a result of the third party's ability to exercise power in respect of the relevant assets, or that a court process may be available to the applicant as a result of a prospective judgment, under which the third party may be obliged to disgorge assets or contribute to satisfying the prospective judgment.

(6) The value of the assets covered by a freezing order should not exceed the likely maximum amount of the applicant's claim, including interest and costs.

(7) As a condition of making a freezing order it will normally be appropriate to require the applicant to give undertakings to the Court, including the usual undertaking as to damages, supported if necessary by the provision of security.

(8) The order being discretionary, other considerations including the balance of convenience may bear upon the Court's ultimate decision, but it is not a distinct requirement that the balance of convenience favours the making of the order.

(9) The inherent jurisdiction of the Court is preserved and r 37A.05 simply addresses the minimum requirements that ordinarily need to be satisfied in an application.

1. To these may be added the following:[5]

(a) A freezing order can only be made on the basis of admissible evidence that supports the contentions being advanced by the applicant: 'Speculation and guesswork is no substitute for either the facts or inferences properly drawn from proved facts.'

(b) In assessing the risk of dissipation:[6]

...all of the circumstances must be taken into account including the likely amount of the judgment, the circumstances in which the cause of action arose, the conduct of the respondent and the respondent's capacity to take avoidance action.

(c) There may be discretionary considerations tending against granting a freezing order, such as 'delay in bringing the application on before the court or a lack of candour in the materials placed before the court.'[7]

1. In Rasia Group v Crawford,[8] the Court of Appeal recently summarised the principles applicable to the assessment of whether there is a reasonable possibility that assets may be disposed of or dealt with or diminished in value if an order is not made. There, the Court of Appeal stated the following:[9]

(a) a mere assertion that there is a reasonable possibility of the dissipation of assets is not enough, as 'solid evidence' is required to show this. As a result, the fact that assets within the jurisdiction are capable of being moved, or that the respondent is an entity incorporated outside the jurisdiction does not, in and of itself, evince a reasonable possibility that a prospective judgment would go unsatisfied;

(b) in many applications for a freezing order, there will be no direct evidence of conduct deliberately designed to frustrate the court's processes. As a result, the court is often required to draw an inference as to the risk of dissipation of assets based on admissible evidence;

(c) that inference may be drawn from the nature of, or more particularly, the evidence relied upon in support of, the good arguable case;

(d) such an inference is more likely to be drawn where the evidence of the good arguable case involves the fraudulent misappropriation of assets; and

(e) such inference may be drawn where there is evidence that the good arguable case involves serious dishonesty or serious wrongdoing; however, in order to draw such an inference, the evidence in support of the arguable case must bear upon the danger or risk of dissipation of assets.

1. In this respect, the Court of Appeal went on to conclude that:

...it will depend upon the circumstances of the case as to whether the evidence in support of the good arguable claim alleging serious dishonesty or serious wrongdoing will itself be sufficient to found an inference of a risk of dissipation of assets.[10]

1. On 9 September 2025, Mr Fyfe responded to an advertisement in his Apple News feed regarding fixed-rate bond investment opportunities offered by an entity holding itself out as 'Pro Visionary Pty Ltd' ("Pro Visionary"). Although he did not know it at the time, Mr Fyfe was not dealing with the legitimate Pro Visionary Pty Ltd but rather with an entity impersonating it through a false website, personnel and email addresses. I stress that there is no evidence to suggest that the legitimate entity Pro Visionary Pty Ltd played any role in the subject matter of this case.
2. Between 10 September 2025 and 4 November 2025, persons using the names Martin Webster and James Howells purported to act on behalf of "Pro Visionary". It is alleged that they made representations to Mr Fyfe to the effect that:

(a) "Pro Visionary" was a legitimate financial services business;

(b) "Pro Visionary" was able to procure allocations of fixed-rate bonds issued by, amongst others, Barclays Bank and Deutsche Bank;

(c) if the plaintiff transferred funds, those funds would be applied to purchase bonds on its behalf;

(d) Prosperitas Equity Investments Pty Ltd (Prosperitas) was "Pro Visionary's" escrow service for receiving client deposits;

(e) funds transferred to Prosperitas' bank account[11] would be held on behalf of clients pending settlement of bond purchases; and

(f) the plaintiff would receive interest payments and could redeem its investment at any time

1. Mr Fyfe's interactions with "Pro Visionary" consisted of emails with its administration department and Mr Webster, telephone calls with Mr Webster and with Mr Howells, and a face-to-face meeting with Stephen Prideaux.
2. On behalf of the plaintiff, Mr Fyfe caused six transfers totalling $3,951,820 to be made from the plaintiff's bank account with National Australia Bank Limited (NAB) ending in 3866 (NAB Account 3866), on which he was authorised to transact, to the Prosperitas Account between 10 and 29 October 2025 for the purpose of obtaining fixed-rate bonds issued by either Barclays Bank and Deutsche Bank.
3. For each of the six transfers of funds, instructions were given to Mr Fyfe by email from "Pro Visionary's" administration department as to the amount to be transferred, which instructions included the details of the Prosperitas Account (to which the payments were to be made). Shortly after each transfer was effected, Mr Fyfe received confirmation via that same email address that the transfer had been received.
4. The first transfer instruction email which Mr Fyfe received on 10 October 2025 was the first time he had heard of Prosperitas. He did not know what its business was and what, if any, relationship it had with "Pro Visionary". Shortly after receiving that email, Mr Fyfe received an email from Mr Webster in which he stated that Prosperitas was "Pro Visionary's" escrow service for receiving client deposits, and that Mr Fyfe should inform his bank that he was satisfied with making large-value transfers and to ask the bank to proceed with the transfers without delay.
5. On 16 October 2025, Mr Fyfe received an email from Mr Webster which stated that "Pro Visionary" was ASIC registered, held a full Australian Financial Services License and attached links to show the license.
6. On 22 October 2026, Mr Fyfe received, via email from "Pro Visionary's" administration department, a contract note and bond details relating to the plaintiff's allocation of Barclays Bank bonds in the sum of $3 million. That email included an ISIN number for the bond coupon and details of the scheduled interest payments.
7. On the same date, Mr Fyfe received an email from Mr Webster providing information about two additional bond investment opportunities that had become available, being Allied Irish Bank bonds and Deutsche Bank bonds, and income proposals regarding each were attached to that email. Mr Fyfe decided to invest in the Deutsche Bank bonds on 28 October 2025, and performed the transfer of funds to the Prosperitas Account in accordance with the instructions via email from the "Pro Visionary" administration department. On 4 November 2025, Mr Fyfe received, via email from "Pro Visionary's" administration department, a contract note and bond details relating to the plaintiff's allocation of Deutsche Bank bonds in the sum of $940,000. That email included an ISIN number for the bond coupon and details of the scheduled interest payments.
8. In respect of the face-to-face meeting with Mr Prideaux, Mr Fyfe says that on about 29 October 2025 he had a telephone call with Mr Webster, who told him that "Pro Visionary" had a representative called Steve Prideaux who was travelling to Western Australia (where Mr Fyfe lived) and wanted to meet with him. Mr Fyfe and his wife met with Mr Prideaux on 30 October 2025 in Albany. Mr Prideaux said that he was an advisor with "Pro Visionary", spoke about himself and his business dealings, including a company called DIG Limited, and Daintree Investment Advisory. He said he was in Western Australia to raise capital in connection with DIG Limited. Mr Prideaux said he had never met Mr Webster. Later that day, Mr Fyfe received an email from Mr Prideaux referring to their meeting and inviting Mr Fyfe to get in touch if he could assist with anything further. The email signature contained a photo of Mr Prideaux and referred to him as the CEO of Daintree Advisory.
9. About two days later, Mr Fyfe received a telephone call from Mr Webster, who said that Mr Prideaux was a director of Prosperitas. This was the first time that Mr Fyfe became aware that Mr Prideaux had any connection to Prosperitas. Mr Fyfe subsequently noticed that Mr Prideaux's photograph had been added to "Pro Visionary's" website where he was listed as one of four persons on "Pro Visionary's" investment committee and as a client investment liaison officer. Mr Fyfe does not think there was any reference to Mr Prideaux on the "Pro Visionary" website at the time he was making the payments.
10. On 3 November 2025, in his presence, Mr Fyfe's wife received a telephone call from Macquarie Bank, who informed her that a red flag had appeared within Macquarie Bank's systems in relation to "Pro Visionary" and that she should not proceed with any further dealings with "Pro Visionary". Mr Fyfe telephoned Mr Webster, who told him that "Pro Visionary" had been affected by a sophisticated phishing scam and assured him that the issue would be resolved within two to three days. Later that day, Mr Fyfe received two emails from Mr Webster, one of which was from a new email address which he stated was an updated address following a recent phishing incident. In the second email, Mr Webster stated that "Pro Visionary" was a legitimate business with no record of prior fraudulent activity. After those communications, Mr Fyfe visited Macquarie Bank's website which contained warnings in a section headed 'Latest Scams' about "Pro Visionary", where Macquarie Bank stated that it had been made aware of scammers claiming to be from the legitimate Pro Visionary attempting to solicit investments in low risk corporate bonds and gave the contact details used by the scammers, which included the email addresses and domain names that had been used to communicate with Mr Fyfe.
11. On 5 November 2025, Mr Fyfe telephoned and sent a text message to Mr Webster, informing him that he wished to liquidate all his holdings. He received an email in response from Mr Webster acknowledging his instructions and confirming that "Pro Visionary" would proceed with his redemption request. Since then, Mr Fyfe has been unable to contact Mr Webster by telephone or email. The plaintiff has not received any refund or payment for the purported redemption of his investments.
12. On 6 November 2025, Mr Fyfe sent an email to Mr Prideaux to raise his concerns that he may have been the victim of a scam, and sought clarification regarding Mr Webster and "Pro Visionary", and asked Mr Prideaux to call him. Later that day, he received an email from Mr Prideaux stating that he would call later, had never met Mr Webster, would assist in any way he could, and that his bank had contacted him to ask about payment for services he had received from "Pro Visionary". On 9 November 2025, Mr Fyfe received an email from Mr Prideaux where, amongst other things, he said that his accounts were frozen. Mr Fyfe replied that day, stating that the case was with the Australian Federal Police and that he wanted to know who Mr Webster was. The next day, he received an email from Mr Prideaux stating, amongst other things, that his bank had unlocked his accounts as they could see he had not been a party to any wrongdoing, and asking Mr Fyfe to write him a brief statement confirming that Mr Prideaux had not given him any financial advice. Mr Fyfe did not respond to this.
13. It is alleged that Mr Fyfe relied on the Representations when causing the plaintiff to make the transfers to the Prosperitas Account for the purchase of the bonds, that each of the Representations were false, no bonds were purchased, and no financial services were provided.
14. The plaintiff obtained, via an order for preliminary discovery made in the County Court of Victoria, various documents from CBA pertaining to the Prosperitas Account. A spreadsheet of transactions on the Prosperitas Account produced by CBA reveal that all of the funds transferred by the plaintiff to the Prosperitas Account were dissipated within 24 to 48 hours of receipt.
15. The spreadsheet produced by CBA for the Prosperitas Account reveals the following:

(a) during the relevant period, $4,027,195 was credited to the account;

(b) with the exception of $75,375 transferred to the account by a third party, the rest of the funds credited to the account were from the plaintiff;

(c) the total disbursements from the account for the period were as summarised in the following table:

(d) no funds were transferred from the Prosperitas Account to Barclays Bank, Deutsche Bank, or any other bond issuer or financial institution.

(a) Prosperitas Equi CommBiz Pro Visionary appears to be another account associated with Prosperitas;

(b) WCT Pay UAB appears to be an entity providing a cryptocurrency payment gateway that enables businesses to convert payments into cryptocurrency;

(c) Daintree Advisory is a business name registered to Ocean Managed Investments Pty Ltd (Ocean Managed); and

(d) Mr Prideaux is sole director and company secretary of Prosperitas, and has been the sole shareholder since about 10 January 2025. He was the sole authorised operator of the Prosperitas Account with 'full access', being the only person authorised to transact on that account.

(a) Prosperitas (the first defendant);

(b) Stephen James Prideaux (the second defendant). In addition to being the sole director and company secretary of Prosperitas, he is also the company secretary of Ocean Managed; and

(c) Ocean Managed (the third defendant) was incorporated on 12 October 2017 under the name 'Prideaux Family Investments Pty Ltd' before changing its name on 6 November 2020. Its sole director and sole shareholder is Ann Prideaux and Mr Prideaux is the company secretary. As mentioned, Ocean Managed was the registered holder of the business name Daintree Advisory, which was cancelled on 7 July 2024. It was also the former sole shareholder of Prosperitas until the shares were transferred to Mr Prideaux on or about 10 January 2025.

1. The three defendants are also the first to third respondents to the FO Application. The fourth respondent to the FO Application is Ms Prideaux. As well as being the sole director and shareholder of Ocean Managed, she shares the same residential address as Mr Prideaux, which is also the address for the registered office of Ocean Managed and the address for the principal place of business for Prosperitas.

D.1.1 As against the defendants: Prosperitas, Mr Prideaux and Ocean Managed

1. In this proceeding, the plaintiff's allegations include that:

(a) The Representations were made to it and that they were false, that it made the payments in reliance on the Representations, that the payments were dissipated from the Prosperitas Account within 24 to 48 hours of receipt, and that no payments were made from the Prosperitas Account to Barclays Bank, Deutsche Bank, or any other bond issuer on the plaintiff's behalf.

(b) The payments were made under a mistake of fact, further or alternatively they were made upon a consideration that totally failed, and that the payments were moneys had and received by Prosperitas to the plaintiff's use, or that Prosperitas was unjustly enriched at the plaintiff's expense. On this basis, Prosperitas is obliged to make restitution to the plaintiff in the amount of $3,951,820.

(c) Similar claims are made against Ocean Managed in the amount of $209,711.86, being the traceable proceeds of the payments, which Ocean Managed received as a volunteer and without providing any consideration. Claims against Ocean Managed for knowing receipt and constructive trust are also made.

(d) The payments were obtained by fraud and, from the moment of their receipt by Prosperitas, constituted money held on trust for the plaintiff. The trust character of the payments attached to the traceable proceeds as they were dissipated from the Prosperitas Account, including to Ocean Managed and Mr Prideaux. Prosperitas held the payments upon constructive trust for the plaintiff, it has breached that trust, and is liable to account to the plaintiff.

(e) Claims for knowing receipt are made against Mr Prideaux for the transfer of $25,000 from the Prosperitas Account to him.

(f) Claims for knowing assistance are made against Mr Prideaux in respect of Prosperitas' breaches of trust by directing and authorising the transfer of the payments out of the Prosperitas Account to himself, Ocean Managed, WCT Pay UAB, and other accounts.

1. I am satisfied that the plaintiff has a good arguable case. From the available material, the plaintiff's claims have a real prospect of success.
2. The evidence sufficiently establishes for present purposes that:

(a) the plaintiff's funds totalling $3,951,820 were obtained by deception through false Representations concerning purported bond investments, and then rapidly dissipated through the Prosperitas Account controlled exclusively by Mr Prideaux;

(b) the plaintiff appears to be the victim of a fraudulent scheme; and

(c) the claims against each of the defendants have a real prospect of success.

1. As noted, Ms Prideaux is not a party to the proceeding. Nonetheless, it is convenient at this juncture to discuss the case for a freezing order being made against Ms Prideaux.
2. Rule 37A.05(5) of the Rules provides that the Court may make a freezing order or an ancillary order against a third party if satisfied, having regard to all the circumstances, that there is a danger that a judgment or prospective judgment will be wholly or partly unsatisfied because a process in the Court is or may ultimately be available to the applicant as a result of a judgment or prospective judgment of the Court, under which process the third party may be obliged to disgorge assets or contribute toward satisfying the judgment or prospective judgment.
3. In Robmatjus Pty Ltd v Violet Home Loans Australia Pty Ltd,[12] Hargrave J held that in respect of an application for a freezing order against a third party:

It will be enough if a plaintiff can satisfy the Court that, in all the circumstances of the case, there is a real case to be investigated under the process or processes relied upon as potentially yielding a means of satisfaction of the judgment from the assets of the non-parties.[13]

1. This approach was followed by Bell J in Deputy Cmr of Taxation v Gashi,[14] however in Groeneveld Australia Pty Ltd v Nolten Vastgoed BV,[15] Vickery J expressly disapproved of 'the real case to be investigated' test, stating that whether the freezing order is sought against a party to the principal proceeding or a third party, a good arguable case must be demonstrated.[16]
2. In Refuse to Lose Pty Ltd v Kostakis,[17] Connock J observed that the 'good arguable case' test for third parties has been followed consistently in subsequent authorities.[18] SK Developments was one such authority, where Nichols J went on to say that where relevant, 'it must be shown that there is a good arguable case that the third party may be obliged to disgorge assets or contribute towards satisfying a judgment or prospective judgment'.[19]
3. Apart from Woodruff, I have not been able to locate an appellate level decision that has followed the approach taken in Robmatjus. In that decision, the Court of Appeal stated that:

The judge adopted the orthodox requirement, incorporated in r 37A.05(1)(b) of the Rules, that the party seeking a freezing order must establish a 'good arguable case' against the prospective judgment debtor or third party.[20]

1. As I apprehend it, however, the freezing order in that case was made against a person who, by the time the application came to be heard by the trial judge, had been joined as a defendant to the proceeding.[21]
2. Nonetheless, that indication from the Court of Appeal, together with the number of single judge decisions following the 'good arguable case' test, persuades me that that is the test which should be applied.
3. In this case, the plaintiff submits that in any event, both tests are met here.
4. The plaintiff submits that the following processes may be available against Ms Prideaux:

(a) Ms Prideaux holds, or has exercised or is exercising a power of disposition over, assets of Mr Prideaux (a prospective judgment debtor), within the meaning of the first limb of the principle stated in Cardile at [57];

(b) further or in the alternative, the imposition of a constructive trust over the traceable proceeds of the plaintiff's funds in the possession or under the control of Ms Prideaux, pursuant to the principle in Black v S Freedman & Co[22] that money obtained by fraud is trust money which cannot be divested of that character, and that a volunteer who receives such money takes it subject to the trust of the true owner. I would qualify this by noting that a volunteer becomes a trustee of so much of the trust funds as were still in their hands when it obtained sufficient knowledge of the fraud;[23] and

(c) further or in the alternative, recipient liability under the first limb of Barnes v Addy,[24] by reason of Ms Prideaux's knowing receipt, through Ocean Managed (of which she is the sole director and sole shareholder), of funds received in breach of trust.

1. As to Cardile and the power of disposition over assets of a prospective judgment debtor, the plaintiff submits that: Mr and Ms Prideaux share the same residential address at Wonga Beach, Queensland. That address is also the registered office of Ocean Managed and the principal place of business of Prosperitas. The intermingling of the Prideaux family's personal and corporate affairs - including the original incorporation of Ocean Managed as "Prideaux Family Investments Pty Ltd", the co-founding of Daintree Advisory, and the transfer of shareholding in Prosperitas from Ocean Managed to Mr Prideaux personally - gives rise to a reasonable inference that Ms Prideaux may hold or have power of disposition over assets of Mr Prideaux. In circumstances where the vast majority of the plaintiff's funds cannot currently be traced, and where the pattern of rapid dissipation (including conversion to cryptocurrency) demonstrates a willingness to place funds beyond reach, the risk that assets have been or will be placed in the name of Ms Prideaux or entities she controls is real and substantial.
2. As to the Black v Freedman constructive trust, the plaintiff submits that: the plaintiff's funds, totalling $3,951,820, were obtained by fraud and became trust money from the moment of receipt by Prosperitas. That trust character attached to the funds as they were dissipated, including the $209,711.86 transferred to Ocean Managed through its trading name "Daintree Advisory". Ms Prideaux is the sole director and sole shareholder of Ocean Managed. Ocean Managed (and, through it, Ms Prideaux) received those funds as a volunteer, having given no consideration. To the extent that Ms Prideaux retains those funds or their traceable proceeds, she is obliged to disgorge them.[25]
3. As to recipient liability, the plaintiff submits that: the Daintree Advisory website records that the business was co-founded by 'Steve and Anne Prideaux'. Mr Prideaux's knowledge of the fraudulent provenance of the funds is readily attributed to Ocean Managed, of which he was company secretary and the sole authorised operator of the Prosperitas Account from which the funds were transferred. That knowledge is, by extension, attributable to Ms Prideaux given her position as sole director and directing mind and will of Ocean Managed, and her involvement as co-founder of the Daintree Advisory business.
4. In my view, for the reasons submitted by the plaintiff, the evidence sufficiently establishes for present purposes that there is a good arguable case that Ms Prideaux may be obliged to disgorge assets or contribute towards satisfying a judgment or prospective judgment.

1. To date, the plaintiff has identified limited assets held by the defendants and Ms Prideaux. The searches conducted by Mr Shen and deposed to in the Shen Affidavit reveal that:

(a) Prosperitas does not own any real property in Australia and has no security interests registered against it on the Personal Property Securities Register (PPSR);

(b) Mr Prideaux is the registered proprietor of two properties: one in New South Wales, which is unencumbered; and one in Wonga Beach Queensland, which is subject to two mortgages; and

(c) Ocean Managed does not own any real property in Australia and the only asset identified on the PPSR is a motor vehicle subject to a purchase money security interest in favour of Allied Retail Finance Pty Ltd.

1. The plaintiff submits, and I accept, that the limited identifiable assets of the defendants, together with the fact that the vast majority of the plaintiff's funds were transferred to accounts from which they cannot currently be traced, underscores the real danger that a prospective judgment will be wholly or partially unsatisfied.
2. The plaintiff submits that in this case, the risk of dissipation is real and substantial, and may be inferred from the following:

(a) dissipation has already occurred: each of the six payments was dissipated within 24 to 48 hours of receipt, and the balance of the Prosperitas Account was reduced to nil or a negligible amount after each cycle. None of the payments remains in the Prosperitas Account;

(b) conversion to cryptocurrency: $371,714.94 was transferred to WCT Pay UAB, a cryptocurrency payment gateway, demonstrating a willingness to convert funds into difficult-to-trace instruments;

(c) the serious and calculated nature of the fraud: the scheme was sophisticated, involving the creation of a fake investment business, fabricated contract notes with fictitious ISIN numbers, and multiple persons participating in telephone and email communications with Mr Fyfe (and Macquarie Bank have identified the Pro Visionary scam included use of email addresses and domain names used to communicate with Mr Fyfe);

(d) the corporate structure: the structure of Prosperitas (originally owned by Ocean Managed, itself originally named 'Prideaux Family Investments Pty Ltd', then transferred to Mr Prideaux) and the involvement of related entities including Daintree Advisory (registered to Ocean Managed) created multiple layers between the recipient of the payments and the ultimate beneficial owner;

(e) Mr Prideaux's dishonesty: after the fraud was discovered, Mr Prideaux denied knowledge of Mr Webster (despite having attended a meeting arranged by Mr Webster), failed to disclose the receipt or dissipation of the payments, sought an exculpatory statement from Mr Fyfe, and falsely represented that his accounts had been 'locked' by CBA;

(f) the unfreezing of accounts: on 10 November 2025, Mr Prideaux informed Mr Fyfe that CBA had 'unlocked' his accounts. If that is the case, any remaining funds or assets in those accounts are at immediate risk of further dissipation;

(g) Mr Prideaux's history: the KYC Report discovered by CBA records that Mr Prideaux had two "Director Failed Businesses" on record. Further, an ASIC Personal Name Extract search reveals that Mr Prideaux has been a director of at least 23 companies which have since been deregistered by ASIC;

(h) limited identifiable assets: despite having received the plaintiff's funds totalling $3,951,820.00, the defendants hold limited traceable assets as set out above, and the vast majority of the funds were transferred to accounts from which they have not yet been traced;

(i) no return of funds: despite being informed of the plaintiff's concerns in November 2025, none of the defendants or Ms Prideaux has returned any portion of the payments or offered to do so; and

(j) Mr Webster has disappeared: he has been unreachable since 5 November 2025, and the Pro Visionary email domains were identified by Macquarie Bank as being associated with a scam.

1. In respect of the plaintiff's submission at paragraph 50(c) above, I note the following:

(a) the indications are that a fake investment business was created, using the identity of a real business, Pro Visionary, and that the real Pro Visionary does not appear to have been involved in the fraud; and

(b) there is no evidence that the contract notes were fabricated and that the ISIN numbers are fictitious, but on the available inference it can be inferred that this is the case, particularly when one views the emails purportedly from Pro Visionary and the efforts that apparently went into making those appear legitimate.

1. Here, the 'good arguable case' involves the fraudulent misappropriation of the plaintiff's assets, such that an inference that there is a reasonable possibility that assets may be disposed of or dealt with or diminished in value if a freezing order is not made may be drawn,[26] and I do draw that inference. I am satisfied that the circumstances of this case, based on the evidence presently available to me, in which the good arguable claim alleges serious dishonesty, is itself sufficient to found an inference of a risk of dissipation of assets.[27]

1. In this case, I consider that the balance of convenience weighs heavily in favour of the plaintiff. The orders I made on 16 February 2026 included that the FO Application be adjourned to 24 February 2026, at which time or earlier, with liberty to apply, the respondents are entitled to seek a variation or discharge of the freezing order.

1. The plaintiff seeks freezing orders in respect of $4,101,820, calculated as follows:

(a) $3,951,820, being the total amount of the six payments transferred from NAB Account 3866 to the Prosperitas Account; plus

(b) $150,000, being the plaintiff's estimated legal fees and interest, including the costs of the preliminary discovery proceeding. This is claimed on the basis that the value of the assets covered by the freezing order can include interest and costs, not just the amount of the plaintiff's claim.[28]

1. I am satisfied that the amount over which the freezing order is sought does not exceed the likely maximum amount of the plaintiff's claim plus interest and costs.
2. I am satisfied on the evidence presently available to me that the nature and scale of the fraud involved here, the rapid dissipation of the payments (including the apparent conversion of some of the proceeds to cryptocurrency), the pattern of dishonest conduct by Mr Prideaux and the disappearance of Mr Webster, justify the FO Application being heard ex parte. Otherwise, there is a real risk that the respondents may take steps to dissipate assets if given notice of the application or the proceeding prior to the freezing order being made.
3. Here, no other discretionary factors militate against granting the freezing order. The plaintiff has provided the usual undertaking as to damages.

1. For all of these reasons, I was satisfied that it was appropriate to exercise the discretion to make the freezing order and I made the order accordingly.
2. I also made ancillary orders pursuant to rr 37A.05(4) and (5) of the Rules for the respondents to provide affidavits as to their assets and as to the receipt of funds from or in connection with Prosperitas, Pro Visionary or any account associated with either entity. I considered such orders necessary to enable the plaintiff to trace its misappropriated funds.

FYFE MINING PTY LTD (ACN 009 131 980) as trustee of the PT FYFE SUPERANNUATION FUND

PROSPERITAS EQUITY INVESTMENTS PTY LTD (ACN 677 664 587)

OCEAN MANAGED INVESTMENTS PTY LTD (ACN 622 211 401)

[1] Re Memon Bros Pty Ltd [2025] VSC 47, [6(f)] (Nichols J) (Memon Bros).

[2] Order 37A expressly preserves the Court's inherent jurisdiction and addresses the minimum requirements that an applicant for a freezing order must meet. Its terms closely reflect the governing principles enunciated by the High Court in Cardile v LED Builders Pty Ltd (1999) 198 CLR 380 (Cardile). Hence, the same principles apply regarding the exercise of the statutory and inherent powers.

[3] [2019] VSCA 164 (McLeish and Niall JJA) (Rozenblit).

[4] Rozenblit, [19] (citations omitted).

[5] Zhen v Mo [2008] VSC 300, [25] (Forrest J) (Zhen v Mo).

[8] [2025] VSCA 310 (Lyons and Kenny JJA) (Rasia Group).

[11] Being a Commonwealth Bank of Australia (CBA) account held in the name of Prosperitas with account number ending in 6027 (Prosperitas Account).

[12] [2007] VSC 165 (Robmatjus).

[14] [2010] VSC 120.

[15] [2011] VSC 18 (Groeneveld).

[17] [2025] VSC 438, [165].

[18] In this regard, Connock J cited Rafferty v Time 2000 West Pty Ltd (No 7) [2011] FCA 405 (Lander J); Deputy Cmr of Taxation v Ekelmans [2013] VSC 346, [26] (Judd J); Suzhou Haishun Investment Management Co Ltd v Zhao (No 2) [2018] VSC 176, [29] (J Dixon J); Woodruff v Manda Capital Holdings Pty Ltd [2025] VSCA 164, [19] (McLeish, Walker and Lyons JJA) (Woodruff); SK Developments (Aust) Pty Ltd v Vansan Construction Pty Ltd [2025] VSC 402, [22] (Nichols J) (SK Developments).

[21] Manda Capital Holdings Pty Ltd v Pappas [2024] VSC 495 (Connock J).

[22] [1910] HCA 58; (1910) 12 CLR 105 (Black v Freedman).

[23] Sino Iron Pty Ltd v Worldwide Wagering Pty Ltd [2017] VSC 101, [316] (Hargrave J) (Sino Iron).

[24] (1874) LR 9 Ch App 244.

[27] Rasia Group, [95]. See also Victoria University of Technology v Wilson [2003] VSC 299, [33] (Redlich J); Distinctive FX Pty Ltd v Wright [2015] VSC 299, [39] (Elliott J); and Patterson v BTR Engineering (Aust) Ltd (1989) 18 NSWLR 319, 325F (Gleeson CJ).

[28] In this regard, see Practice Note SC GEN 17 - Freezing Orders, [4.9].