Plaintiffs v Defendant

2 The first plaintiff ("Rasia Group") was incorporated in the Cayman Islands in 2012.

3 The second plaintiff ("Rasia FZE") was incorporated in the United Arab Emirates in 2009.

4 The third plaintiff, Mondoe Company Limited ("Mondoe"), is a Cayman Islands exempted company incorporated in 2017.

5 RF Investment Holdings Limited (formerly known as "Rasia") was a Cayman Islands exempted company which was incorporated on 29 May 2017 and operated as an investment fund. Rasia FZE own 100% of the management shares in Rasia. Rasia FZE and Mondoe between them owned 100% of the participating shares in Rasia. Rasia went into liquidation on 1 October 2022.

6 Rasia and the plaintiffs formed part of a group of investment companies, the Rasia Investment Group, which Joseph Borkowski founded in 2009, principally with his personal capital. The group made direct investments in distressed companies and turnaround situations in the mining and infrastructure industries. Borkowski is the founder, director and owns all the shares in each of the three plaintiffs.

7 Red Wolf Resources Limited ("Red Wolf") was incorporated in the British Virgin Islands. Craig Ransley was the founder, sole shareholder and a director of Red Wolf from the date of incorporation. The defendant ("Crawford") was a director from November 2018. Red Wolf was struck off the British Virgin Islands Register of Companies in May 2023.

8 Between January and September 2019, Red Wolf obtained 78% of the issued shares in Rasia by way of a transaction agreement executed by Borkowski on behalf of Rasia and by Ransley on behalf of Red Wolf ("the Agreement"). Under the Agreement, Red Wolf's shareholding in Rasia was subsequently unwound on about 6 July 2020. Notwithstanding that change in shareholding arrangement, Red Wolf filed and prosecuted a winding up petition in the Grand Court of the Cayman Islands against Rasia. It prosecuted the winding up petition on the basis that it remained a shareholder in Rasia and was entitled to apply for the winding up.

9 Rasia subsequently sought to strike out the winding up petition, including on the basis that Red Wolf was no longer a shareholder and lacked the standing to bring the petition. Red Wolf resisted Rasia's petition and positively asserted that Borkowski had fabricated the Agreement and related board resolutions and that in fact, no such Agreement existed. The Grand Court ultimately found in favour of Red Wolf and concluded that it had the standing to bring the winding up petition.

10 The plaintiffs assert that Crawford and Ransley brought the winding up petition for collateral purposes, namely, causing economic harm to Rasia. As a result of the petition, Rasia was wound up.

11 After the Grand Court concluded that Red Wolf had the necessary standing to bring the winding up petition in July 2021, Rasia consented to a winding up order being made against it without prejudice to its opposition to the grounds in the winding up petition. Official liquidators were then appointed to Rasia.

12 The false claims underpinning the winding up petition concerned particularly the existence of the Agreement entered into by Rasia and Red Wolf on about 11 December 2017. Under the terms of the Agreement, Rasia agreed to provide bridging finance to Kirkham International Pte Ltd ("Kirkham"), a Singaporean company, in relation to the acquisition of Kirkham by Terracom Limited. Crawford was a director of Kirkham between October 2016 and August 2017 and has been a director and direct or indirect shareholder in that company at all relevant times.

13 The Singapore High Court placed Kirkham in liquidation in October 2020. The liquidator subsequently instructed KPMG Services Pte Ltd to review Kirkham's files. Notwithstanding Red Wolf's evidence and submissions to the Grand Court that the Agreement did not exist, Kirkham's liquidator located a copy of the Agreement in Kirkham's files and sent a copy of the Agreement to Borkowski in July 2022.

14 As a result of this, Borkowski caused Rasia to apply to re-open the winding up petition in order to adduce additional evidence. In September 2022, Red Wolf consented to an order by which the Grand Court's judgment of 28 July 2021 and all findings of fact contained therein, including the findings as to shareholding and standing, were set aside.

15 In May 2025, the plaintiffs filed a writ before the Grand Court initiating proceedings against Crawford and Ransley ("the Grand Court proceedings"). The claims made in the writ include the following:

(a) by Rasia Group against Crawford for malicious prosecution of a winding up petition without reasonable or probable cause and/or abuse of process;

(b) by Rasia FZE and Mondoe against Crawford for causing loss by unlawful means, namely the issue, service and prosecution of the winding up petition; and

(c) by all three plaintiffs against Crawford for conspiracy with intent to injure by unlawful means, namely issuing, serving and prosecuting the winding up petition.

16 The claims against Crawford are for monetary relief including interest and costs. The amounts claimed are as follows:

(a) USD$22,319,217.70 on account of the loss and value of the shares in Rasia;

(b) costs of USD$1,213,433 incurred by Rasia in relation to the winding up petition, including legal costs of defending the proceedings;

(c) USD$3,211,754 in losses claimed by Rasia FZE in unpaid performance fees due to it from Rasia pursuant to an investment management agreement dated 31 May 2017;

(d) aggravated and/or exemplary damages; and

(e) interest.

The total value of the plaintiffs' claims against Crawford is at least USD$26,744,620.

17 The recently issued Grand Court proceedings are currently subject to a confidentiality order providing that the file is to remain sealed until those proceedings have been served on Crawford and Ransley. The plaintiffs intend to serve the writ following the determination of this current application for a freezing order. The plaintiffs further intend to apply to the Supreme Court of Victoria to register and enforce the prospective judgment in the Grand Court.

18 Crawford is the registered proprietor of the property at 14 Dahlberg Street, Augusta, Western Australia.

19 The only other assets held by Crawford of which the plaintiffs are aware are his shareholdings and ultimate beneficial interest in a series of companies which hold shares in three mining exploration companies based in Mongolia. Each of the three Mongolian companies owns mining assets in that country including mining tenements and exploration tenements in the South Gobi region. The companies are Alagtevsh LLC, Enkhtunkh Orchlon LLC and Tsagaan Uvuljuu LLC.

20 Crawford is the ultimate beneficial owner of the Mongolian companies. He holds his interest in these companies through a number of other companies.

21 Crawford is the sole shareholder and director of Boranup Holdings Pty Limited ("Boranup"), a company registered in Victoria. Boranup is the sole shareholder of Bridge Mining Holdings Pty Limited ("Bridge Mining Aus"), a company registered in Queensland. Crawford is the sole director of Bridge Mining Aus.

22 Bridge Mining Aus is the sole shareholder of Bridge Mining Pte Ltd ("Bridge Mining Singapore") in which the defendant is one of three directors. Bridge Mining Singapore is the sole shareholder of:

(a) Tellus Marketing Pte Ltd, a company of which Crawford is one of the two directors. Tellus Marketing Pte Ltd is the sole shareholder of Alagtevsh LLC, a foreign invested limited liability company incorporated in Mongolia;

(b) Terra Infrastructure Pte Ltd, of which the defendant is one of two directors. Terra Infrastructure Pte Ltd is the sole shareholder of Enkhtunkh Orchlon LLC, a foreign invested limited liability company incorporated in Mongolia. The registration records show that Crawford is the sole director and ultimate beneficial owner of Enkhtunkh Orchlon LLC; and

(c) Tellus Commodities Pte Ltd, of which the defendant is one of two directors. Tellus Commodities Pte Ltd is the sole shareholder of Terra Energy LLC, a foreign invested limited liability company which is in turn the sole shareholder of Tsagaan Uvuljuu LLC. Crawford is the sole director and ultimate beneficial owner of Terra Energy LLC and Tsagaan Uvuljuu LLC.

23 Borkowski is concerned that there is a danger the prospective judgment of the Supreme Court in registering and enforcing the judgment of the Grand Court against Crawford will be wholly or partially unsatisfied because:

• Crawford absconds; or
• Crawford's assets or those of the entities in which he has a direct or indirect interest are removed from Australia or from a place outside Australia or disposed of, dealt with or diminished in value.

24 In a judgment which has been frequently referred to, Forrest J in Zhen v Mo[1] usefully summarised the principles regarding freezing orders in this State. The Court of Appeal has more recently set out the principles in Rozenblit v Vainer[2] as follows:

(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.

25 The Court emphasised that the rationale of such an order is to prevent the frustration of the Court's processes, not the provision of security. Courts must exercise caution in granting such a drastic remedy.[3]

26 When addressing the issue of whether the judgment will or might be stultified, the Court can take into account the nature of the allegations made in the primary proceeding and whether, for example, they include allegations of serious dishonesty.[4]

27 One helpful case is the High Court decision in PT Bayan Resources TBK v BCBC Singapore Pte Ltd.[5] There, BCBC Singapore Pte Ltd ("BCBC") commenced a proceeding in the High Court of Singapore against its fellow joint venturer, PT Bayan Resources TBK ("PT Bayan"). BCBC claimed in the primary proceeding, inter alia, damages for breach of the joint venture. While the litigation was pending, BCBC made an ex parte application in the Western Australian Supreme Court for freezing orders against PT Bayan and against the shares which PT Bayan held in the company through which the parties conducted the joint venture, namely, Kangaroo Resources Pty Ltd. A judge granted the freezing order.

28 PT Bayan then initiated an action in the High Court seeking a declaration that the rule relied upon by the Supreme Court to make the freezing order was beyond power.

29 Another judge of the Western Australian Supreme Court heard and determined this proceeding. The Court dismissed the challenge to the Court's jurisdiction and continued the freezing order against PT Bayan. PT Bayan then obtained special leave to appeal to the High Court. The latter unanimously dismissed the appeal.

30 The plurality rejected PT Bayan's argument that the Supreme Court lacked the power to make a freezing order and that such order was beyond the inherent jurisdiction of the Court.[6] The judges noted that the State courts were superior courts of record which administered law and equity. That status implied that such courts had the necessary inherent jurisdiction to make freezing orders.[7]

31 The appellant argued that the inherent jurisdiction of the Court to make a freezing order is limited to circumstances where a substantive proceeding in that court has commenced or is imminent. But the Court said that the order is designed to protect a prospective enforcement process.[8] A freezing order is not granted in aid of the cause of action alleged in the primary proceeding. Rather, it is relief granted to facilitate the process of execution or enforcement which will arise only if and when the party has obtained judgment for payment of an amount of money.[9]

32 The Court also said that the power to make a freezing order in relation to an anticipated judgment in a foreign court (which when made would be registrable by order of the Supreme Court under the Foreign Judgments Act 1991 (Cth) ("Foreign Judgments Act")) is within the inherent power of the Supreme Court. That is so because the Court makes the order to protect a process of registration and enforcement in the Supreme Court which is in prospect of being invoked.[10]

33 While the decision addressed the position in the Supreme Court of Western Australia, I consider that the substantive legal position is the same in the Victorian Supreme Court due to the similarities between the respective rules of court.

34 Apart from the general position between litigants, there are also some principles which relate more directly to the situation involving freezing orders against third parties. In Robmatjus Pty Ltd v Violet Home Loans Australia Pty Ltd,[11] Hargrave J made the following points:

• in Cardile v LED Builders Pty Ltd,[12] the High Court said that a freezing order against third parties may be appropriate where:
  • the third party holds, is using, or has exercised or is exercising a power of disposition over, or is otherwise in possession of, assets including claims and expectancies of the judgment debtor or potential judgment debtor; or
  • some process, ultimately enforceable by the courts, is or may be available to the judgment creditor as a consequence of the judgment against the actual or potential judgment debtor, pursuant to which, whether by appointment of a liquidator, trustee in bankruptcy, receiver or otherwise, the third party may be obliged to disgorge property or otherwise contribute to the funds or property of the judgment debtor to help satisfy the judgment against the judgment debtor;[13]
• those principles are now contained in r 37A of the Rules;[14]
• it is not necessary for a plaintiff to establish a compelling cause of action to obtain such an order. It is sufficient to prove to the Court that there is a real case to be investigated under the process relied upon as potentially yielding a means of satisfaction of the judgment from the assets of the non-parties;[15]
• it is enough for a plaintiff to establish a good arguable case against the respondent, whether the respondent is a party to the main proceeding or a third party. A good arguable case must be demonstrated before relief can be granted under r 37A;[16]
• in relation to orders against third parties, an applicant must establish a good arguable case that a third party may be obliged to disgorge assets or contribute towards satisfying a judgment or prospective judgment.[17]

35 In addition, the Court can make ancillary orders under r 37A.03. By making orders about the disclosure of the nature and location of particular assets or classes of assets, the Court can ensure that the Mareva relief is effective and achieves its purpose - preventing the disposal or removal of assets in a way designed to frustrate a judgment.

36 Pursuant to r 37A.05 of the Rules, the plaintiffs must establish the following.

37 First, they have a good arguable case on an accrued or prospective cause of action that is justiciable in the Grand Court.[18] While the criterion of a "good arguable case" is not fixed, it has been said that it must be "sufficiently plain that there is a serious question to be tried and that the plaintiff has a realistic prospect of success".[19]

38 Secondly, there is a sufficient prospect that the Grand Court will give judgment in favour of the plaintiffs.[20]

39 Thirdly, there is a sufficient prospect that the judgment of the Grand Court will be registered in, or enforced by, the Supreme Court of Victoria.[21]

40 Fourthly, there is a danger that the prospective judgment will be wholly or partly unsatisfied because the defendant absconds, or the defendant's assets are removed from Australia or from a place outside Australia, or disposed of, dealt with or diminished in value.[22] It is not necessary for the applicant for the freezing order to establish that a judgment will be unsatisfied unless the freezing order is made, or to demonstrate that the respondent has a positive intention to frustrate a judgment. Rather, the applicant must prove facts from which a "prudent, sensible commercial" person can infer a danger that a judgment will go unsatisfied if assets are removed from the jurisdiction.[23]

41 Fifthly, the balance of convenience favours a grant of relief.[24] Although not a distinct requirement, it is a consideration that may bear upon the Court's exercise of its discretion.[25] To satisfy the balance of convenience, the plaintiffs must demonstrate that if relief were refused, then they would suffer a greater injury than the defendant (and any relevant third parties) than if the freezing order were granted.[26] In Bradto Pty Ltd v State of Victoria,[27] the Court of Appeal expressed the balance of convenience as the court taking the course of action with the lowest risk of injustice.[28]

Good arguable case and sufficient prospect of success

42 I am satisfied that the plaintiffs have a good arguable case in the Grand Court proceedings and that there is a sufficient prospect that judgment will be given in favour of the plaintiffs. The plaintiffs rely on an affidavit of Hector Robinson KC, a partner of Mourant Ozannes, a law firm in the Cayman Islands. Following an independent analysis of the legal and factual matters founding the claims in the writ, Robinson expressed the view that the plaintiffs have a "good cause of action" for each of the claims against Crawford and the claims have a "real prospect of success leading to a judgment in favour of the plaintiffs". Having regard to Robinson's extensive experience and qualifications as set out in his affidavit, I accept Robinson's expert evidence as to the strength of the plaintiffs' case.

Sufficient prospect that the judgment of the Grand Court will be registered in this Court

43 By the operation of ss 5(4) and 6(1)-(2) of the Foreign Judgments Act and item 5 of the Schedule to the Foreign Judgments Regulations 1992 (Cth), a judgment of the Grand Court may be registered in, and enforced by, this Court. Provided that the application for registration is made within 6 years of the date of the judgment,[29] registration follows as a matter of course under s 6(3) of the Foreign Judgments Act. For the purposes of enforcement, a registered foreign judgment has the same force and effect as a judgment of this Court.[30]

44 Thus, there is a sufficient prospect that the judgment of the Grand Court will be registered in this Court.

45 I am satisfied that the plaintiffs have shown that there exists sufficient danger that a judgment will be unsatisfied. I say this for a few reasons:

(a) this is not a case where the defendant is a long-established, well known corporation or one that is known to have substantial assets in countries where a Supreme Court judgment can be easily enforced.[31] Rather, Crawford's only known assets of value are a residential property in Western Australia valued at approximately $840,000 and indirect interests in certain Mongolian mining and exploration companies;

(b) as discussed in paragraphs 19 to 22 above, the defendant's interests in the Mongolian companies are held through a corporate structure spanning a number of entities in Australia, Singapore and Mongolia. Crawford may effect a break in the chain of ownership between himself and the Mongolian companies relatively quickly through a sale of any of the intervening ownership interests. This increases the risk of frustration of a judgment against Crawford; and

(c) the allegations against the defendant in the Grand Court proceedings include malicious prosecution, abuse of process and conspiracy. As noted in paragraph 42 above, the plaintiffs have provided persuasive evidence that there is a good arguable case for the claims. The allegations are evidently serious. If made out, they indicate dishonesty, a lack of probity and a willingness to use court processes for inappropriate ends. Moreover, in pursuing the winding up petition, Crawford denied the existence of the Agreement and claimed that Borkowski's allegations about the same were fabricated. Crawford's later conduct in consenting to the setting aside of the findings in favour of Red Wolf suggests he knew Borkowski was telling the truth and he was not. Nonetheless, Crawford persisted with the winding up petition. Such conduct can be characterised as serious dishonesty. In my view, Crawford's conduct increases the risk that he may seek to frustrate enforcement of a judgment.

46 The plaintiffs submit that the balance of convenience favours the making of the freezing orders.

47 The proposed freezing order seeks to restrain the defendant from disposing of, or dealing with, his assets worldwide (up to a limit which includes the prospective judgment debt plus interest and costs), including his real property in Australia and his interests in the third party respondents such as the Mongolian Companies. The proposed freezing orders would also prevent the defendant from disposing of his shares in Boranup (a company of which Crawford is the sole shareholder and director) and from disposing of, or dealing with, assets which are held by a third party in accordance with his instructions.

48 The plaintiffs submit that, unless the defendant is restrained, he may readily dispose of or diminish the value of his assets, including by selling his shares in Boranup, or directing any third party respondents to sell its shares in the company immediately down the chain. The effect would be to destroy (or severely diminish) the value of the defendant's assets and to frustrate the enforcement of any prospective judgment. Therefore, the consequences for the plaintiffs would be severe. I accept this submission. As already noted, there is a clear potential for any judgment obtained by the plaintiff to be frustrated by the removal and/or dissipation of assets by the defendant.

49 Further, the plaintiffs say that any prejudice to the defendant arising from the making of the freezing orders is ameliorated by the usual undertaking as to damages and the usual carveouts provided for in the proposed orders.

50 Having taken into account the various factors advanced, I am satisfied that the balance of convenience favours the making of the freezing orders proposed.

51 For the reasons set out, I consider that it is in the interests of justice that I make the freezing order sought by the plaintiffs.

BRIDGE MINING HOLDINGS PTY LIMITED (ACN 663 120 081)

[1] [2008] VSC 300 at [21]-[30] ("Zhen").

[2] [2019] VSCA 164 at [19] ("Rozenblit").

[4] Distinctive FX Pty Ltd v Wright [2015] VSC 299 at [39], citing Victoria University of Technology v Wilson [2003] VSC 299 at [33] ("VUT v Wilson") and Patterson v BTR Engineering (Aust) Ltd (1989) 18 NSWLR 319 at 325-6.

[5] [2015] HCA 36; (2015) 258 CLR 1.

[11] [2007] VSC 165 ("Robmatjus").

[12] (1999) 198 CLR 380.

[13] Robmatjus (n 11) at [57].

[18] Supreme Court (General Civil Procedure) Rules 2015 (Vic) r 37A.05(1)(b)(ii) ("Rules").

[19] Woodruff v Manda Capital Holdings Pty Ltd [2025] VSCA 164 at [90], quoting VUT v Wilson (n 4) at [23]; Rozenblit (n 2) at [19].

[20] Rules (n 18) r 37A.05(3)(a).

[23] Zirk-Sadowski v University of New South Wales [2025] FCAFC 64 at [46], quoting UFC Enterprise Morley Pty Ltd v UFC Enterprise Northbridge Pty Ltd [2024] FCA 1396 at [13].

[24] Zhen (n 1) at [27].

[25] Rozenblit (n 2) at [17]-[19].

[26] See Waikato (Proprietary) Ltd v Kaplan [2002] VSC 310 at [45].

[27] [2006] VSCA 89; (2006) 15 VR 65.

[29] Foreign Judgments Act 1991 (Cth) s 6(1).

[30] Ibid s 6(7).

[31] Deputy Commissioner of Taxation v Hua Wang Bank Berhad [2010] FCA 1014; (2010) 273 ALR 194 at [12], quoting Third Chandris Shipping Corporation v Unimarine SA [1979] 1 QB 645 at 672.