Re Admiral Cove Pty Ltd (in liq) (No 2) [2026] VSC 210 (15 April 2026)

CORPORATIONS - Corporations Act, s 488(2) - Application for special leave to distribute surplus funds to shareholders - Rule 39.09(1) of Rules - Inherent power of Court - Corresponding orders sought for distribution of funds to beneficiaries of trust - Where all assets of companies and trusts have been realised - Where all creditors of companies in which surplus expected have been ascertained and will be paid - Where payment of surplus contingent on treatment of inter-company loans - Where detailed methodology proposed for distribution of surplus - Application granted - Whether liquidators and receivers justified and acting reasonably in making interim distributions of surplus while tasks in liquidations and receiverships remain outstanding - Dispensation from publication requirements under r 7.9(2) of Supreme Court (Corporations) Rules 2023 (Vic) ('Corporations Rules') and annexure and notice requirements in regs 5.6.71(1) and 5.6.71(2) of Corporations Regulations 2001 (Cth).

CORPORATIONS - External administration - Application by liquidators for approval of remuneration during periods when acting as liquidators of companies and as receivers and managers of trust assets - Rule 39.06 of Rules - Inherent equitable power of Court - Consideration of factors set out under s 425(8) of Corporations Act and s 60-12 of IPS - Part of remuneration claim for one company made against fund held in liquidation of separate company for work caring for, preserving and realising property - Re Universal Distributing Co Ltd (in liq) [1933] HCA 2; (1933) 48 CLR 171 applied - Remuneration claim for past work approved with slight discount - Prospective remuneration claim - Discussion of relevant principles - Prospective remuneration claim approved for capped amount - Dispensation from notice requirements in r 9.2 of Corporations Rules.

For Mr S Deane and Mr N Giasoumi as liquidators of the first to tenth plaintiff companies

1. Shane Leslie Deane and Nicholas Giasoumi are Court-appointed liquidators of the first to tenth plaintiff companies ('Companies') and the Court-appointed receivers and managers of the property, assets and undertakings of seven associated trusts in respect of which some of the Companies are, or were, trustees ('Trusts').[1] For ease of reference, I will refer to Messrs Deane and Giasoumi throughout these reasons as 'Receivers', regardless of the capacity in which they act. After realising the property of the Trusts, the Receivers hold a total fund of over $15 million. The Receivers now bring an omnibus application before the Court seeking extensive directions and orders in relation to: particular claims which may be available to the Companies; proofs of debt of certain inter-company loans; the fixing of remuneration of the Receivers as receivers and managers of the Trusts and liquidators of the Companies; the payment of interim and final distributions (after payment of priority expenses and provable claims) on a pari passu basis to shareholders and unitholders; and the payment of costs and expenses of this application from the assets of the third plaintiff company and the apportionment of such costs and expenses amongst the Companies by way of inter-company loan adjustments.[2]

1. Much of the factual background to this application is set out in the Court's judgment given in Re Admiral Cove Pty Ltd on 7 September 2023 ('earlier judgment'),[3] by which the Court, among other things, wound up the Companies under s 461(1)(k) of the Corporations Act 2001 (Cth) ('Corporations Act') and appointed the Receivers to the property, assets and undertakings of the Trusts. Orders were then made on 8 September 2023 to give effect to the earlier judgment ('earlier orders'). These reasons assume familiarity with the earlier judgment, including the factual background at paras [2]-[32]. For convenience, I adopt the definitions used in the earlier judgment, including the abridged references to the names of individual Companies and Trusts,[4] along with the references to members of the Pistorino family.[5] However, I note the following salient matters by way of background.

1. From the early 1960s, Agostino Pistorino operated a travel agency business in partnership with others called Concorde International Travel. The travel agency business was highly successful and Agostino, through companies associated with him, accumulated a significant portfolio of commercial properties in the inner suburbs of Melbourne ('Properties').
2. Set out at Annexure A is a revised version of a table contained at para [8] of the earlier judgment identifying each of the Companies established by Agostino and the property or assets held by each company and the Trusts, in respect of which certain of the Companies are, or were, corporate trustees, together with the shareholders of the Companies and beneficiaries of the Trusts. For convenience, I will refer to each company that was, or is, a corporate trustee of a trust as a 'trustee Company' (collectively, 'trustee Companies').

1. Agostino's will dated 28 December 1994 provided that the income of the estate be paid to his wife, Aurelia Pistorino, during her lifetime and, upon her death, the balance was to be divided into two equal shares and held on two separate testamentary trusts, being the Antonio Pistorino Trust or Antonio Pistorino Testamentary Trust ('APTT') and the Giovanna Connell Trust or Giovanna Connell Testamentary Trust ('GCTT') (together, 'testamentary trusts').
2. Agostino passed away on 5 January 1999. What followed was a protracted and acrimonious dispute concerning his estate which spanned a multiplicity of proceedings ('earlier proceedings'). The surviving members of the Pistorino family involved in the earlier proceedings were:

(a) Aurelia, who subsequently died on 1 May 2015, and her former solicitor Mr Vincent Verduci, as executor of her will and trustee of her estate;

(b) Antonio Pistorino, the son of Agostino and Aurelia; and

(c) Giovanna Connell (also known as Joanne Connell), the daughter of Agostino and Aurelia, and her husband Christopher Connell.

1. It is uncontroversial that Antonio and Joanne are ultimately the beneficial owners of the assets of the Companies and the Trusts.
2. In the context of the earlier proceedings, the eleventh and twelfth plaintiffs (Messrs Downey and Vrsecky) were appointed independent directors of the Companies ('directors') on 1 September 2010 pursuant to consent orders made by Croft J on 27 August 2010 in proceeding S CI 2009 05816.

1. One of the purposes for the directors' appointment was to enable financial accounts and income tax returns to be prepared in circumstances where there had been significant disputation regarding the transactions and accounts of the Companies. Following their appointment, they set about reviewing the books and records of the Companies to gain an understanding of the corporate structure. The directors ascertained that the Companies and Trusts had historically been treated as a corporate group ('Group'), being linked by way of inter-entity loans and/or inter-entity shareholdings. It was also evident that the sixth plaintiff, Pistorino Investments, performed a treasury function for the Group.
2. During the course of their appointment, the directors sought to engage with the beneficiaries and other stakeholders about the status and future of the Group. They proposed various options including the winding up of the Companies and Trusts and the transfer of the Properties to the beneficiaries in specie. Those attempts were unsuccessful. From about 2020, the relationship between the directors and the Pistorino family (and Christopher in particular) became strained and unworkable. The directors were met with allegations of impropriety and calls for their resignations. A number of AGMs for the Companies scheduled for December 2022 were unable to proceed because of a lack of quorum, which was emblematic of the dysfunction. While the directors were prepared to retire so long as replacement directors were appointed to the Companies, this could not occur because the beneficiaries were unable to agree on the appointment or identity of replacement directors.

Earlier judgment and appointment of liquidators and receivers and managers

1. As a consequence, by originating process dated 6 March 2023 (as amended on 15 May 2023), the directors sought orders that the Companies be wound up under s 461(1)(k) of the Corporations Act on the just and equitable ground, and that the Receivers be appointed as liquidators of the Companies and receivers of the property, assets and undertakings of each of the Trusts. In the earlier judgment delivered on 7 September 2023, I determined to wind up the Companies for reasons including the following:

(a) there was a deadlock in the management of the Companies which manifested as a form of 'corporate paralysis' in circumstances where the directors wished to resign but could not do so.[6] That was because of the requirements of the memoranda and articles of association of the Companies, the operation of s 203AB of the Corporations Act, and the fact that the shareholders of the Companies could not (or would not) attend to the appointment of replacement directors. It would have been unjust and inequitable to compel the directors to remain in their Court-appointed roles on an indefinite basis;[7]

(b) there had been an irretrievable breakdown in the relationship between Antonio and Joanne, as ultimate beneficiaries of the assets of the Group and whose interests are represented by the testamentary trusts, which hold a significant portion of the shares in the Companies;[8]

(c) the financial position of the Companies was best described as mixed, with some of the Companies apparently insolvent, others potentially needing to realise their assets to remain solvent, and others being solvent on any view;[9] and

(d) there appeared to be no alternative or less drastic remedy than the winding up of the Companies.[10]

1. Accordingly, I appointed Messrs Deane and Giasoumi as joint and several liquidators to take control of the Companies, carry out a structured sale of the relevant Properties, deal with the liabilities of each of the Companies, including inter-company loans, and to distribute the net assets to the beneficiaries.[11] In addition, I considered it to be just and convenient that Messrs Deane and Giasoumi be appointed as receivers and managers over the assets and undertakings of the Trusts.[12] I concluded that:[13]

... appointing the liquidators as receivers and managers of the Trusts will optimise the conduct of the liquidations, protect the assets of the Trusts, and facilitate the orderly and timely sale of those assets. The proceeds arising from an exercise of the trustee's right of indemnity in respect of each of the Trusts may then be applied in satisfaction of trust liabilities to which the right relates and according to the priority regime enshrined in the Corporations Act.

Work of liquidators and receivers and managers

1. The Receivers have eschewed revisiting, or further investigating, issues that were left unresolved following the ultimate discontinuance of the earlier proceedings,[14] so as to avoid duplicating work that has already proven to be unproductive and burdensome. At a high-level, the work undertaken by the Receivers has included:

(a) taking control of and preserving the Properties, continuing to let the Properties pending their sale, and marketing and realising the Properties;

(b) investigating claims available to the Companies from their books and records and by direct inquiry to the Pistorino family and the directors;

(c) reviewing the Companies' books and records and liaising with the Companies' creditors and adjudicating their claims;

(d) instructing lawyers to seek advice as needed and to bring an application in the Federal Court of Australia (referred to below) and this application;

(e) tax compliance work to enable the Receivers to obtain tax clearance from the Australian Taxation Office ('ATO') (the last of which was obtained on 6 March 2025); and

(f) statutory compliance tasks, such as the preparation and lodgement of returns and reports to creditors.

1. On 6 December 2023, the Receivers (in their capacity as liquidators) filed an originating process in the Federal Court of Australia[15] ('Federal Court application') seeking approval under s 477(2B) of the Corporations Act to enter into various lease agreements, selling and letting agency agreements and contracts of sale for the Properties which would take longer than three months to be discharged. The application was granted by Beach J on 19 December 2023.
2. The Receivers have executed and settled on contracts of sale for each of the six Properties, for a total sale price of $15.29 million summarised as follows:

Table 1: Sale particulars for Properties of the Trusts

1. All contracts, save for the contract pertaining to 60 Puckle Street, settled by the time the Receivers filed this application. There were, however, delays in the sale and settlement of 60 Puckle Street, arising from a rent determination dispute and complications from its ownership structure.[16] Settlement occurred on 17 November 2025, with sale proceeds of $163,910.63 being received by Reynold Towns and $702,864.01 being received by Pistorino Investments.

1. In addition, the Receivers have provisionally adjudicated all known creditor claims. As earlier mentioned, they seek directions in relation to the position of inter-company loan accounts. Set out below is a table identifying the creditor position for each of the Companies and Trusts, which includes inter-company loan accounts, statutory interest under s 563B of the Corporations Act, and amounts owing to a shallow pool of unsecured and unrelated creditors, together with the cash held by each entity following the sale of each of the relevant Properties.

Table 2: Creditors position for Companies and Trusts, and available cash

Engagement with interested persons and procedural history

1. Since their appointment, the Receivers have engaged extensively with creditors and other interested persons.
2. On 5 September 2024, the Receivers issued correspondence to creditors enclosing a notice inviting formal proofs of debt. The correspondence indicated that the Receivers had received Reports on Company Activity and Property ('ROCAPs') from the directors listing the inter-company loans. The notice stated, among other things, that Mr Deane 'intend[ed] to admit the scheduled claims' and requested 'any information or grounds by which [the inter-company loans] ought not be admitted'. No correspondence objecting to the admission of the inter-company loans was forthcoming.
3. On 28 November 2024, the Receivers issued an 'Update on Liquidation' circular. The circular stated that some of the Companies have 'outstanding unsecured creditor claims, primarily for inter-company loans and for services rendered prior to [the Receivers'] appointment', which would need to be cleared before any distributions could be paid to shareholders or beneficiaries. The update also advised that the Receivers' lawyers, Maddocks, had been instructed to prepare an application seeking orders for remuneration approval and special leave to distribute surpluses.
4. On 16 May 2025, the Receivers issued an update to creditors, a remuneration approval report ('May 2025 remuneration report') and a circular to stakeholders. In the update, the Receivers foreshadowed an application being made to this Court to permit the distribution of surplus funds and to have a remuneration amount of $516,789.98 approved. The Receivers stated that there would be a surplus and distribution to shareholders and unitholders of each of the Companies and Trusts, save for Reynold Towns, 541 King Street and Belridge Court. That anticipated distribution was subject to the resolution of the treatment of the inter-company loans. In the circular, the Receivers stated their view that 'they should make distributions on a pari passu basis to the shareholders and unit holders' as recorded in the Companies' books. No objection to making the proposed distributions was received.
5. On 30 October 2025, the Receivers filed an interlocutory process seeking the extensive relief previously described ('interlocutory process').[19] The Court made orders on 12 November 2025 fixing the matter for final hearing on 17 February 2026 and requiring that the Receivers serve particular persons identified in part D of their interlocutory process, including the Australian Securities and Investments Commission ('ASIC'), creditors of the Companies, beneficiaries of the Trusts and the directors, and that they take all reasonable steps to give notice of the application to other interested persons. The orders also contemplated that any interested person who wished to be heard in relation to the relief sought by the Receivers file and serve any submissions and affidavit material they would seek to rely upon by 19 December 2025.
6. In accordance with the Court's orders, between 14 November 2025 and 18 November 2025 the Receivers and/or their solicitors sent a circular to various interested persons, including:

(a) Christopher;

(b) Joanne;

(c) Antonio (Antonio's new lawyers, MDM Lawyers, were also emailed by the Receivers' solicitors to the same effect on 10 November 2025);

(d) Mr Verduci, Aurelia's former lawyer and executor;

(e) Frenkel Partners Lawyers, a creditor of Delrich Ridge;

(f) Thomson Geer Lawyers, the directors' solicitors (by email to the same effect sent on 7 November 2025);

(g) James Downey, co-director of the Companies;

(h) JP Downey & Co, a firm operated by Mr Downey;

(i) Peter Vrseky, co-director of the Companies;

(j) PKF Melbourne, the Companies' accountant;

(k) the ATO;

(l) Antonio Costa, a beneficiary of the estate of Giovanna Pistorino Snr, which is a unitholder of the Pistorino Family Trust; and

(m) Vito Cassisi, a potential beneficiary of the estate of Giovanna Pistorino Snr.

1. The circular annexed a copy of the Receivers' interlocutory process and contained a link from which Mr Deane's supporting affidavit affirmed 17 October 2025 could be accessed, together with the Court's orders of 12 November 2025.
2. Copies of the material were additionally sent to: Mr Mina Guirguis, a person claiming to be a creditor of Delrich Ridge, (by email dated 17 November 2025); ASIC (by email and post on 18 November 2025); and the State Revenue Office ('SRO') (by email on 14 January 2026.
3. In addition, the Receivers effected service of Mr Deane's more recent affidavit affirmed on 9 February 2025 and their written submissions on all of the above persons between 12 and 16 February 2026.
4. The Receivers have received limited responses to the documentation provided to the interested persons. None of the interested persons have filed any material as contemplated by the Court's orders, or otherwise raised any objections or substantive opposition to any of the relief sought by the Receivers. ASIC confirmed receipt of the materials but has not expressed any position in relation to the application.

1. In support of their application, the Receivers principally rely upon:

(a) the affidavits of Mr Deane affirmed 17 October 2025 ('the supporting Deane affidavit'), 27 November 2025, 9 February 2026 and 19 February 2026;

(b) the affidavit of Mr Deane affirmed 17 October 2025, which the Court ordered to be marked as confidential on the Court file;[20]

(c) the affidavit of Mr Deane affirmed 6 December 2023 and filed in support of the Federal Court application;

(d) the affidavit of Mr Samuel Roadley Kingston, solicitor, affirmed 28 November 2025;

(e) a document styled 'Distribution Process Summary' annexed to the supporting Deane affidavit, which sets out the proposed sequence of payments of remuneration costs, and expenses and payments to creditors, shareholders and beneficiaries of the surpluses currently held by the Receivers ('distribution process summary'); and

(f) comprehensive written submissions dated 11 February 2026.

1. I will now consider each aspect of the Receiver's application in turn.

1. According to the evidence relied upon by the Receivers, the books of Dalwood Meadows, Pistorino Investments, Pistorino Nominees and Reynold Towns each record loans owing to those Companies totalling $3,366,661.68 as follows:

1. The loan account claims fall into two categories, namely:

(a) loans 2, 3 and 4 identified in table 3 above ('Pistorino Investments loans'); and

(b) loans 1, 5, 6 and 7 ('other loans').

1. The Receivers seek a direction pursuant to s 90-15 of the Insolvency Practice Schedule (Corporations) being sch 2 to the Corporations Act ('IPS'), and r 39.09(1) of the Supreme Court (General Civil Procedure) Rules 2025 (Vic) ('Rules'), that they are justified and acting reasonably in not pursuing (including commencing any proceeding in relation to) the loan account claims.
2. Rule 39.09(1) of the Rules provides that '[a] receiver may apply to the Court for directions by summons stating the matters on which directions are required'. Subrule (2) states that '[u]nless the Court otherwise orders, the receiver shall serve a copy of the summons and of any affidavit in support on any person who may be affected'.
3. A Court-appointed receiver is an officer of the Court who acts as the Court's representative for the benefit of all parties involved in the litigation.[21] They are neither an agent of, nor a trustee for, any party, but owe fiduciary obligations to all persons interested in the property, assets and undertakings the subject of the receiver's appointment.[22] In the unreported decision Glazier Holdings Pty Ltd v Australian Mens Health Pty Ltd,[23] Young J explained:

... a receiver has a very limited and usually relatively mechanical function. Instead of making a broad statement that receivers may always seek the opinion of the court, it would be better to put the proposition more narrowly, that if a receiver within his own limitations requires the guidance of the court, then normally he should have it.

4. The Court's power to make the appointment of a receiver necessarily carries with it the implied power to give directions with respect to the discharge of the receiver's functions.[24] It is a power arising from the Court's general equitable jurisdiction and extends to the provision by the Court of an opinion, advice and direction to a receiver it has appointed.[25] However, in exercising the power, the Court must have regard to limits on the powers and role of the receiver by reference to the orders made at the time of their appointment, and the Court cannot authorise the receiver to 'depart from the strict legal position' or to take steps that alter legal rights.[26] As Robb J helpfully explained in HN QCV Bottle Tree Village Pty Ltd v QCV Bottle Tree Village Pty Ltd:[27]

When the Court is asked by a receiver to authorise a course that the receiver proposes to take, the first step must be to determine whether the receiver has the power to take that step. If the receiver has the necessary power, the question will become whether it is appropriate for the Court to authorise the receiver to exercise the power in the manner proposed. If the receiver does not have the power, the Court must first consider whether it is proper to grant the receiver the power; and in a particular case it may be necessary to consider whether the power can be granted retrospectively. If the Court first grants to the receiver the necessary power, it may then authorise the exercise of that power in an appropriate manner.

(1) The Court may make such orders as it thinks fit in relation to the external administration of a company.

...

(3) Without limiting subsection (1), those orders may include any one or more of the following:

(a) an order determining any question arising in the external administration of the company ...

1. Section 90-20(1)(d) of the IPS specifies that the persons who may apply for an order under s 90-15 include an 'officer' of the company. In their capacities as liquidators of each of the relevant Companies, the Receivers (as liquidators) clearly have standing under s 90-20.
2. Section 90-15 is broad in its scope and contemplates not only the exercise of judicial discretion, but also the determination of substantive rights and liabilities in an external administration.[28] Further, the Court's power to give a direction under s 90-15 is intended to facilitate the performance of a liquidator's functions.[29] In Re Balsub Pty Ltd (in liq),[30] McEvoy J collated the principles applicable to the use of s 90-15,[31] observing that the granting of a judicial direction under s 90-15 (made formerly under ss 479 and 511 of the Corporations Act) 'provides comfort and relief from liability to a liquidator if the liquidator acts in accordance with a direction which turns out to be wrong'.[32] The judicial direction will serve to protect the liquidator from claims by creditors or contributories in respect of any alleged breach of duty arising from the direction if they have made full and fair disclosure of the material facts.[33] The power to give directions may be exercised where it is just and beneficial to do so or where a liquidator's decision to act in a particular way is likely to be contentious.[34] However, the Court will not give a direction that relates to the making or implementation of a business or commercial decision, where no particular legal issue is raised and where there is no attack on the propriety or reasonableness of the decision.[35]
3. Because a receiver is not an 'external administrator', as defined by ss 5-5 and 5-20 of the IPS, they cannot seek directions under s 90-15. Further, because a Court-appointed receiver stands in a different position to trustees and liquidators, authorities dealing with advice given to trustees and liquidators do not strictly apply to applications by receivers for judicial guidance.[36] That said, in the instant case the Receivers have dual appointments as liquidators and as receivers and managers. In both capacities, they operate as officers of the Court. Accordingly, I am prepared to proceed on the basis that, in the case of the judicial directions being sought by the Receivers, the principles applicable to r 39.09 of the Rules are substantially the same as those applicable to s 90‑15 of the IPS.
4. Directions analogous to those now sought by the Receivers were sought by a special purpose receiver in Re Banksia Securities Ltd (in liq).[37] In that case, Black J gave directions that the receiver was justified in not commencing any proceeding or bringing any claims on behalf of debenture holders against the Legal Practitioners' Liability Committee in relation to policies of insurance held by several of the legal practitioners and firms involved in the proceedings, and in taking no further steps on behalf of the debenture holders to recover a particular judgment debt. In arriving at that conclusion, his Honour accepted the receiver's decision raised an issue appropriate for the consideration of directions, observing that the circumstances warranting the making of directions include the potential for the position adopted by an insolvency practitioner to be contested or criticised by a creditor, and where the decision involves a balancing of interests.[38] In giving the direction that the receiver was justified in not pursuing the relevant claims, his Honour noted the receiver had: obtained detailed legal advice in respect of those matters; identified arguments that might have been raised by defendants in response to the claims; and had formed the view that the delay and costs in further proceedings are not warranted by the prospects of such proceedings.[39]

1. The Pistorino Investments loans consist of loans recorded as owing to Pistorino Investments by: Aurelia (deceased) (being loan 2, in the amount of $1,178,824.15); Antonio (being loan 3, in the amount of $1,815,225.90) and Mirella Research (being loan 4 in the amount of $241,912.42).
2. Each of the Pistorino Investments loans are recorded in its balance sheet as of August 2023. Although these loans were recorded as being 'impaired' in full by the directors, the directors did not formally write them off or take any steps to recover them.
3. In his confidential affidavit, Mr Deane exhibits detailed legal advices obtained from Mr Joseph Tsalanidis of counsel in 2012 and 2015 by the directors as to the recoverability of loans 2 and 3. In addition, he exhibits an open letter dated 11 December 2015 from Thomson Geer, the lawyers acting for the directors, to relevant persons in connection with the Pistorino Investments loans ('11 December 2015 letter').
4. Whilst being necessarily oblique about the contents of the written advice given by counsel, the decision made by the Receivers to not seek to recover the Pistorino Investments loans finds support in the advice. Respectfully, the advice is a clear-eyed analysis of the viability of potential recovery claims in respect of the Pistorino Investments loans. Although counsel's advice did not deal with loan 4 to Mirella Research, I consider that a number of the matters specifically identified in the advice would apply equally to claims made in respect of that loan. Without revealing the contents of the advice, but having regard to the nature of the relevant loans and the features and circumstances of the liquidations of the Companies and receiverships of the Trusts, I make the following observations about the utility of the Receivers pursuing the Pistorino Investments loans.

(a) the Receivers have not identified any written agreements or governing documents specifying the terms of the Pistorino Investments loans. Further, given the age and nature of the transactions, the underlying accounting documentation may be complex or incomplete. In other words, the pursuit of the loans may be impeded by a lack of documentation;

(b) Aurelia passed away more than a decade ago. Any proceeding in respect of loan 2 would need to be brought against her estate, of which Joanne and Antonio are beneficiaries, in any event;

(c) a number of the underlying transactions behind the Pistorino Investments loans appear to have taken place more than 16 years ago. The loans are likely to be statute-barred under s 5 of the Limitations of Actions Act 1958 (Vic);

(d) the 11 December 2015 letter stated that since the time of the directors' appointment by the Court, the Pistorino Investments loans have been the subject of considerable dispute. It may be inferred that any new proceedings for the recovery of the loans would be defended. Any new contested proceedings could prove costly and cause further delay in the finalisation of the winding up of the Companies and the final distribution of the proceeds of sale of the assets of the Companies and the Trusts to the ultimate beneficiaries, being Joanne and Antonio;

(e) while it appears a without prejudice offer was made by a party at one point in time to settle a potential claim in connection with the Pistorino Investments loans, the offer had apparently expired at the time of the 11 December 2015 letter, which made no reference to any possible settlement. Instead, the letter stated the directors proposed to write off the Pistorino Investments loans (although, according to the Receivers, they did not do so). That proposal was made more than a decade ago; and

(f) given the extensive history of the earlier proceedings, the costs and risks associated with any new litigation commenced by the Receivers relative to the quantum of the claims involved, and the late stage of the external administration of the Companies and the receiverships of the Trusts, there is a real risk that the Receivers, as prospective plaintiffs, would breach their overarching obligations under Pt 2.3 of the Civil Procedure Act 2010 (Vic) ('CPA'), should the Pistorino Investments loans be pursued. Such obligations, include: to not make a claim without a proper basis;[40] to ensure that costs are reasonable and proportionate;[41] and to minimise delay.[42] The Court is likely to closely construe the Receivers' compliance with their overarching obligations, where there has already been a multiplicity of proceedings.

1. Loan 7 at Table 3 above is a loan in the amount of $82,277.21 owed by Antonio to Pistorino Investments. The circumstances of this loan are not straight-forward. In short compass, Antonio previously held a 16.5% interest in the 'Reynold Towns & Others Partnership' ('Reynold Towns Partnership'), which owned a 75% share in 60 Puckle Street and which was to be dissolved upon the death of Aurelia on 1 May 2015. At the relevant time, the Reynold Towns Partnership owed $498,649.71 to Pistorino Investments. It appears that as a consequence of the dissolution of the Reynold Towns Partnership, Antonio assumed, or was treated as having assumed, 16.5% of the debt owed to Pistorino Investments. A transaction ledger records that, as at 30 June 2016, the loan account had a debit balance of $82,277.21 (being 16.5% of $498,649.71). The Receivers have located deeds of release establishing that Reynold Towns was to accept the liability for the loans owing by another former 16.5% partner in the Reynold Towns Partnership to Pistorino Investments in the sum of $82,278. However, the Receivers have not located any governing document, loan agreement, demand, or other relevant document to suggest that Reynold Towns had also assumed Antonio's share of the partnership debt. Nor have the Receivers located any governing documents for the Reynold Towns Partnership or the original loan between the Reynold Towns Partnership and Pistorino Investments, which would be relevant to identifying the basis for the assignment of a portion of that liability to Antonio. The legal basis to demand or enforce payment against Antonio is uncertain and any claim against Antonio is prima facie statute-barred.
2. Loan 5 at Table 3 refers to a liability owed by Mr Vito Cassisi to Pistorino Nominees in the sum of $40,000. Mr Cassisi was apparently a former director of Pistorino Nominees but does not appear to be a beneficiary of the Pistorino Family Trust. The Receivers were informed by the directors that this loan had been recorded in the Pistorino Nominees accounts prepared in 2009 and 2010 by the company's then-accountants, but pre-dated this time. However, the directors were unable to glean any further details from the company's old MYOB files. The financial report for the year ended 30 June 2010 records a non-current asset with the descriptor 'V B Cassisi' in the amount of $40,000. The Receivers have not identified any document setting out the written terms of this loan.
3. Relatedly, loan 6 at Table 3 refers to Mr Cassisi separately owing Reynold Towns an amount of $3,422. Whilst the financial report for Reynold Towns for the year ended 30 June 2010 does not record a loan owing by Mr Cassisi, the Receivers were informed by the directors that the loan was included in the 2010 financial year accounts for the Reynold Towns Partnership, prepared with an initial balance of $5,108.40. Following the dissolution of the Reynold Towns Partnership, Reynold Towns assumed 67% of the assets and liabilities of the partnership, including this loan, which results in the current balance of $3,422. However, the Receivers have not identified any documents detailing the written terms of the underlying loan.
4. Finally, loan 1 at Table 3 records a further liability of Antonio to Dalwood Meadows in the sum of $5,000. Mr Deane deposes that, aside from a transaction ledger which records that the loan arose around 14 years ago, the Receivers have identified no loan agreement or any other record of the loan in the Companies' books and records. On this basis, Mr Deane expresses the view that the loan is 'a historical entry without requisite substantiation'.
5. Many of the observations I made regarding the challenges the Receivers would face in bringing claims to pursue the Pistorino Investments loans apply equally in the case of the other loans. In particular, I consider the Receivers would experience considerable difficulties posed by: an absence of source and governing documents; the likelihood of claims in respect of the other loans being statute-barred; the potential for such claims to be contested; the attendant costs and risk associated with the bringing of claims; and the need for the Receivers to comply with their overarching obligations under Pt 2.3 of the CPA.
6. Each of the other loans arose earlier than 30 June 2016. In some cases the earliest record of the loan is more than 15 years old. Assuming there was no repayment date agreed at the time the loan was made or otherwise recorded (noting that no evidence of repayment terms has been found), the lender's right to repayment accrues at the time the money is advanced[43] and payable immediately without prior notice.[44] Alternatively, the loans are payable on demand.[45] In the absence of evidence of a later repayment date having been agreed or any acknowledgments of the debts by the debtors, the loans appear prima facie to be statute-barred and unrecoverable.
7. There is also a commercial reality that cannot be overlooked. The other loans total $130,699.21, compared to a total property pool of approximately $15.8 million. In order to pursue the other loans, the Receivers would be required to seek additional documents and conduct further investigations to gain a better understanding of the circumstances in which the loans arose. The risks and costs of any claims need to be weighed against the relatively meagre quantum of what might be potentially recoverable. According to s 24 of the CPA, any costs incurred must be reasonable and proportionate.
8. As matters currently stand, there are already insufficient assets to pay the creditors of Reynold Towns in full. Commencing a proceeding to pursue loan 6 at Table 3 for the sum of $3,422 makes little commercial sense. The same can be said for loans 1 and 3. There is enough cash to generate a surplus and pay a distribution to the shareholders of Pistorino Investments and Dalwood Meadows and the beneficiaries of the Pistorino Family Trust. It is preferrable that the remaining property of those Companies and the Pistorino Family Trust be distributed to the relevant shareholders and beneficiaries, rather than expended on dubious claims, including claims against a beneficiary.

1. It is apparent from the above matters that the Pistorino Investments loans and other loans raise issues appropriate for the giving of judicial directions. I consider that the Receivers have had regard to all relevant considerations in forming the view that the pursuit of any claims in respect of the Pistorino Investments loans and the other loans would not be productive. That position is both reasonable and rational. It is appropriate that the Receivers draw a line in the sand, conserve the available resources and focus their attentions on bringing the liquidations and receiverships to a conclusion. As Brereton J (as his Honour then was) remarked in Re St Gregory's Armenian School (in liq):[46]

... in an environment in which there are usually insufficient funds fully to pay claims, it is desirable that liquidators be frugal in incurring expenditure. It is usually preferable that scarce resources be preserved for the benefit of creditors and contributories, rather than expended in chasing all hares down every burrow. It is not unusual for liquidators to be criticised for incurring excessive expenditure or remuneration... It is undesirable that the court adopt a policy that is calculated to encourage further expenditure by liquidators on investigations out of more abundant caution, rather than a practical commercial judgment that further exploration is "not worth the candle".

2. I respectfully adopt his Honour's comments which are apposite here. Having regard to the various difficulties and risks I have already set out, I consider that the Receivers would be justified and acting reasonably in not taking further steps to recover the Pistorino Investments loans and the other loans.
3. Although I am minded to give the directions sought, the question arises as to whether the direction should be given to the Receivers in their capacities as liquidators or as receivers and managers. The proposed directions in respect of loans owed to Pistorino Investments and Dalwood Meadows should plainly be given to the Receivers in their capacity as liquidators pursuant to s 90-15. That is because neither company holds property in its capacity as trustee.
4. However, as regards loans owed to Reynold Towns and Pistorino Nominees, in circumstances where each of those entities holds property as trustee, it is unclear whether any claims in relation to those loans would have otherwise been pursued by the Receivers in their capacity as receivers and managers or as liquidators. The appointment of a receiver by the Court does not vest any property in the receiver, including any rights of action.[47] Accordingly, a Court-appointed receiver is unable to sue in their own names for the purpose of recovering trust property to which they have been appointed.[48] An exception may arise where the terms of the Court's order of appointment clearly confers such a power. Otherwise, should the receiver wish to take such a step, the appropriate course would be to apply to the Court for leave.[49] Here, the orders made on 8 September 2023 appointing the Receivers did not expressly contemplate receivers and managers bringing claims to recover receivables owed to the relevant companies as trustees. Nor did the earlier judgment itself, which contemplated receivers and managers protecting the assets of the Trusts, and facilitating the orderly and timely sale of those assets.[50] It may be that the proper plaintiffs for any loan recovery claims are in fact Reynold Towns and Pistorino Nominees themselves, in their respective capacities as bare trustees of the Reynold Towns Property Trust and the Pistorino Family Trust.[51]
5. The relevant directions will be framed in light of these observations, having regard to the capacity in which the Receivers are acting in seeking the relevant directions.

1. I turn then to the second aspect of the relief sought by the Receivers. A direction is sought pursuant to s 90-15(1) of the IPS that the Receivers in their capacity as liquidators of the Companies are justified in admitting to proof certain inter-company loans as debts of the respective companies.

1. Judicial direction is properly sought on the task of adjudication of a proof of debt where an issue of propriety or reasonableness arises.[52] Where a liquidator is in a position of conflict because of the need to both submit and adjudicate upon debts claimed between different entities within a corporate group, the liquidator would be justified in seeking the Court's direction that he/she would be acting properly in admitting certain proofs of debt.[53] The relevant conflict arises because a liquidator of one company has fiduciary duties not to exercise his/her powers for the benefit or gain of another company of which they are liquidator.[54] In such situations, s 90-15 of the IPS may be used to provide advice that a liquidator is justified in accepting a proof of debt, notwithstanding the existence of a conflict. However, in seeking to be excused from their fiduciary duties, the liquidator has an onerous and exacting task.[55]
2. Importantly, an application for directions is not a proper vehicle for a direction that a liquidator admit or reject a contentious proof of debt.[56] It is not appropriate to permit a liquidator to abdicate his/her statutory responsibility to adjudicate the proof and instead place that burden upon the Court.[57] Nor is it the Court's role to substitute its own view about whether a proof of debt ought to be admitted in a liquidation.[58] Instead, the Court will consider whether the liquidator's analysis is comprehensive and supported by the available material.[59] Having regard to that analysis and material, the Court may then make the direction sought which implicitly approves the proposed course of conduct.[60] However, a direction by the Court does not determine the validity or otherwise of the claim or prevent an appeal from a decision made by the liquidator in accordance with that direction.[61]

1. As explained in the earlier judgment,[62] the Companies and Trusts have historically been treated as a corporate group. The various entities within the Group are also linked by way of inter-entity loans and/or inter-entity shareholdings. Additionally, Pistorino Investments performed a treasury function for the Group in that:

(a) rental proceeds or dividends were largely paid into the Group through the company that held the underlying asset (for example, real property or shares);

(b) outgoings were paid by Pistorino Investments, using funds sourced from the Group; and

(c) inter-company loans were established to account for the sources of funds from which Pistorino Investments made its payments and the relevant entities that were liable for the expenses or liabilities being paid.

1. Following their review of the Companies' books and records, the Receivers have identified the following inter-company loans as liabilities of the respective debtor companies ('inter-company loans'):

1. The majority of the inter-company loans arose prior to Agostino's death in 1999. While the Receivers do not hold all historical records for the loans, in my view the following documents and records provide a sufficient evidentiary foundation for the objective existence and likely quantum of the inter-company loans:

(a) there are Div 7A[63] loan agreements for a number of the inter-company loans, in respect of which Pistorino Investments is a party. As required by the Income Tax Assessment Act 1936 (Cth), the loan agreements make provision for: interest payable in accordance with the benchmark interest rate calculated according to the legislation;[64] the requirement for minimum annual repayments to be made;[65] and for the relevant loan to be repaid no later than seven years after being made (or deemed to have been made). Under the agreements, unpaid interest may be capitalised by the lender. Further, the agreements provide for the accelerated payment of all amounts owing in the event the borrower is wound up and a liquidator appointed (as has occurred in respect of each of the entities referred to in Table 4 above);

(b) during their tenure, the directors undertook extensive work reviewing the Companies' books and records and enabling financial accounts and income tax returns to be prepared, as well as engaging the accounting firm, PKF Melbourne ('PKF') to that end. The work undertaken reveals that from at least 2011, the Companies maintained MYOB accounting databases. The accounts contained general transaction ledgers for each of the relevant loan accounts recording each individual debit and credit against the account, including for items such as directors' fees, BAS, interest income, rent, insurance, and other outgoings;

(c) the general ledgers were, in turn, used to create financial statements prepared by PKF and signed by the directors, including for the years ended 30 June 2021 and 30 June 2022 (among other years). These financial statements record the existence of the inter-company loans. As an aside, I note that prior to the Receivers' appointment, AGMs were regularly convened at which the financial statements of the Group were tabled and accepted. However, Belridge Court, Dalwood Meadows, Delrich Ridge, Piston Holdings and Pistorino Nominees did not have a requirement to hold AGMs and their financial statements were not tabled. Further, for reasons explained in the earlier judgment, the financial accounts for Pistorino Investments and Admiral Cove were not approved at the AGMs held in December 2022 because quorum could not be achieved; [66] and

(d) the inter-company loans are otherwise consistent with the loans disclosed in the ROCAP for each of the relevant companies which were completed by the directors and provided to the Receivers. The ROCAPs separately annex copies of balance sheets extracted from the relevant MYOB accounts.

1. The Receivers propose to admit the inter-company loans for the amounts stated in Table 4 above, which are derived from the Companies' MYOB accounts and general ledgers as at 8 September 2023, along with the ROCAPs.

1. The treatment of the inter-company loans raises an issue of propriety because the Receivers are required to both submit and adjudicate upon debts claimed by different companies over which they have been appointed as liquidators. In my view, it is appropriate to make a direction that the Receivers in their capacity as liquidators are justified in admitting the inter-company loans in full in accordance with the amounts set out in Table 4 above. Those amounts are broadly consistent with the Companies' financial reports and reflect updated amounts of the respective loans following the directors' reconciliation exercise. While it is not the Court's role to undertake an assessment or determination of these debts, I have had regard to the evidence of the steps taken by the directors in reconciling the relevant records of the Companies and the further analysis performed by the Receivers, which I consider to be comprehensive in light of the available records and evidence. These conclusions are supported by the following additional considerations.
2. First, it was not necessary, in my view, for the Receivers to have engaged an independent expert to conduct a review of the inter-company loan accounts. As Hill J observed in Re Bell Group (in liq):[67]

In considering an application for directions in the context of the adjudication of proofs of debt where the liquidator is in a situation of conflict, the court may be assisted by an independent expert report, although this is not an essential requirement. Given the quasi-judicial nature of the function performed by liquidators in adjudicating upon proofs of debt, the court will often be well‑equipped to form a view about whether a proposed adjudication is appropriate without the need for expert assistance.

3. It may have also been open to the Receivers to seek the appointment of a special purpose liquidator to determine the admissibility of the inter-company loan liabilities. However, I consider that the appointment of either a special purpose liquidator or an independent expert was not warranted because it would be unnecessarily burdensome to shareholders and unitholders (as opposed to creditors),[68] given there exists a surplus in respect of most of the Companies (which I will return to later in these reasons). The burden to shareholders and unitholders, which would arise as a result of either appointment, is twofold: (a) there will be significant additional costs associated with the exercise which will potentially erode the surplus; and (b) the process will likely cause further delay to the orderly finalisation of the affairs of the Companies and Trusts.
4. Second, I accept the Receivers' submission that it was not necessary for them to attempt to reconstruct the loan accounts from source documents in their possession. This is not a case where the records in question are inherently unreliable.[69] Here, the Receivers' investigations are underpinned by the previous work undertaken by the Court-appointed directors who held office for over 10 years. The directors themselves are also registered liquidators. In undertaking their work, the directors made their own enquiries and authorised the Companies' accounts, signing the declarations annexed to the financial statements and stating that the statements fairly presented each of the Companies' financial position at the relevant point in time. As Mr Deane deposes, 'there is no suggestion that the liabilities are anything other than legitimate transactions'.[70] Any further investigation by the Receivers will cause further costs to be incurred and will be duplicative of the work already undertaken by the directors and PKF (as their accountants). Further, the Receivers are entitled to rely on s 1305 of the Corporations Act, which provides that a book kept by a company is admissible in evidence in any proceeding and is prima facie evidence of any matter stated or recorded in the book.
5. Third, the evidence suggests the Receivers have engaged extensively with interested persons prior to, and following, the making of this application. For example, the circular dated 5 September 2024 particularised the balances of the inter-company loan accounts and stated that the Receivers intended to admit them as debts of the relevant Companies and requested 'any information or grounds by which [the inter-company loans] ought not be admitted'. A copy of the interlocutory process and supporting Deane affidavit was served in accordance with the Court's order. There has been no communication to the Receivers or any material filed by any interested person suggesting any opposition to the course proposed by the Receivers. It is reasonable to assume that if any interested person objected to the proposed treatment of the inter-company loans, such objection would have been made by this time.
6. Finally, the Receivers submit, and I accept, that the loans are not statue-barred. This is despite the fact that the inter-company loans are historical, many of which had outstanding balances of more than 10 years which continued to accrue until the appointment of the Receivers. Even if the entire balance of each inter-company loan had accrued and was payable more than six years ago, and therefore prima facie statute-barred,[71] I consider that the loans themselves have been acknowledged by each of the debtor companies within the last six years.[72] That acknowledgement occurred on 15 November 2022 when the directors signed the financial statements recording the loans for the year ended 30 June 2022. The Receivers were then, of course, appointed by the Court on 8 September 2023.

1. In addition to the inter-company loans, further loans advanced by Pistorino Investments to various other Companies were secured by mortgages against the relevant Properties of the debtor Companies. Those mortgages were discharged upon the sale of the Properties (at which time Pistorino Investments received the sale proceeds, which the Receivers assessed to be owing and secured by the mortgages). By way of example, Reynold Towns ATF the Reynold Towns Property Trust owed $578,269.83 to Pistorino Investments as at 8 September 2025 in relation to a loan secured by a mortgage against 60 Puckle Street. However, following the settlement of the sale of 60 Puckle Street, that loan, together with accrued interest, was paid from the sale proceeds of 60 Puckle Street (being $702,864.01) on about 17 November 2025. Despite the fact that these further inter-company debts raise the same or similar issues of conflict as the inter-company loans dealt with above, the Receivers expressly seek no directions concerning the payment of these debts, or the discharge of the relevant mortgages, on the basis that no controversy has arisen. However, the Receivers reserve their right to apply for orders pursuant to s 67 of the Trustee Act 1958 (Vic) and/or s 1317S (or perhaps s 1318(2)) of the Corporations Act in the event a controversy arises. I will grant them liberty to apply accordingly.

1. The earlier orders specifically granted the Receivers liberty to apply in relation to their remuneration and expenses incurred in respect of their appointment as liquidators of the Companies and receivers and managers of the Trusts. By their interlocutory process, the Receivers now seek the Court's approval of their remuneration (calculated on a time-cost basis) for work undertaken in the external administration of the Companies and Trusts in the total sum of $525,201.33.

1. The sources of power entitling liquidators and receivers to remuneration are distinct, although the guiding principles are essentially the same.
2. Section 60-5(1) of the IPS provides:

An external administrator of a company is entitled to receive remuneration for necessary work properly performed by the external administrator in relation to the external administration, in accordance with the remuneration determinations (if any) for the external administrator (see section 60-10).

3. Section 60-10 of the IPS relevantly states:

(1) A determination, specifying remuneration that an external administrator of a company (other than an external administrator in a members' voluntary winding up) is entitled to receive for necessary work properly performed by the external administrator in relation to the external administration, may be made:

(a) by resolution of the creditors; or

(b) if there is a committee of inspection and a determination is not made under paragraph (a) - by the committee of inspection; or

(c) if a determination is not made under paragraph (a) or (b) - by the Court.

Note: For determinations made by the Court, see also section 60-12 (matters to which the Court must have regard).

...

(3) A determination under this section may specify remuneration that the external administrator is entitled to receive in either or both of the following ways:

(a) by specifying an amount of remuneration;

(b) by specifying a method for working out an amount of remuneration.

...

(4) If a determination under this section specifies that the external administrator is entitled to receive remuneration worked out wholly or partly on a time cost basis, the determination must include a cap on the amount of remuneration worked out on a time cost basis that the external administrator is entitled to receive.

...

1. Section 60-12 of the IPS provides that, in exercising its power to make a remuneration determination in accordance with s 60-10(1)(c), 'the Court must have regard to whether the remuneration is reasonable, taking into account any or all of the following matters':

(a) the extent to which the work by the external administrator was necessary and properly performed;

(b) the extent to which the work likely to be performed by the external administrator is likely to be necessary and properly performed;

(c) the period during which the work was, or is likely to be, performed by the external administrator;

(d) the quality of the work performed, or likely to be performed, by the external administrator;

(e) the complexity (or otherwise) of the work performed, or likely to be performed, by the external administrator;

(f) the extent (if any) to which the external administrator was, or is likely to be, required to deal with extraordinary issues;

(g) the extent (if any) to which the external administrator was, or is likely to be, required to accept a higher level of risk or responsibility than is usually the case;

(h) the value and nature of any property dealt with, or likely to be dealt with, by the external administrator;

(i) the number, attributes and conduct, or the likely number, attributes and conduct, of the creditors;

(j) if the remuneration is worked out wholly or partly on a time-cost basis - the time properly taken, or likely to be properly taken, by the external administrator in performing the work;

(k) whether the external administrator was, or is likely to be, required to deal with one or more controllers, or one or more managing controllers;

(l) if:

(i) a review has been carried out under Subdivision C of Division 90 (review by another registered liquidator) into a matter that relates to the external administration; and

(ii) the matter is, or includes, remuneration of the external administrator;

the contents of the report on the review that relate to that matter;

(m) any other relevant matters.

1. In Re Martar Pty Ltd (in liq) and Quinmar Pty Ltd (in liq),[73] I summarised the principles applicable to the Court's assessment of a liquidator's claim for remuneration as follows:[74]

The onus is on the liquidator to establish that the remuneration claimed is fair and reasonable.[75] If the liquidator establishes a prima facie case on the basis of the proffered material, which may include evidence inadmissible on a strict observance of the rules of evidence, the Court should then consider the validity of any objections.[76] In the absence of determination by members, creditors or a committee of inspection, the ultimate question for the Court in making a remuneration determination is whether the amount claimed by a liquidator is reasonable.[77] Further, a remuneration determination by the Court is not a 'rubber stamping' exercise.[78] The Court must independently consider the nature and extent of the remuneration claimed to make an assessment of its reasonableness, having regard to the work performed and the particular features of the external administration.[79] However, the Court is not required to undertake a line by line review of the billing record provided and can review the narrations 'in a broad way in order to satisfy itself that they support the other evidence led in respect of the claimed remuneration.'[80]

2. The Court's power to fix the remuneration of a Court-appointed receiver and manager of trust assets is in the exercise of its inherent equitable jurisdiction,[81] given the power to make the appointment in the first instance arises pursuant to s 37 of the Supreme Court Act 1986 (Vic) (and equivalent statutory provisions in other States and Territories). It is a power incidental to the orders of appointment and also derives from the applicable rules of the Court; in this case, r 39.06 of the Rules, which states that '[t]he Court may provide for the remuneration of a receiver'. The entitlement of a Court-appointed receiver to his/her remuneration is in fact a necessary feature of the Court's ability to appoint an insolvency practitioner to such a position.[82]
3. The approach to determining a Court-appointed receivers' remuneration was relevantly summarised by Gleeson JA in Re Banksia Securities Ltd (in liq) (recs and mgrs apptd)[83] as follows:[84]

4. A receiver is entitled to have his costs, charges and expenses properly incurred in the discharge of his ordinary duties or in the performance of extraordinary services that have been sanctioned by the court.
5. The receiver must justify the reasonableness and prudence of the tasks undertaken for which remuneration is sought. The relevant onus is on the receiver.
6. A receiver's remuneration is not in the same category of costs. The receiver is making application for a fair recompense for what he or she has actually done.
7. The court's objective is to award a sum or devise a formula which will reasonably compensate the receiver for the time and trouble expended in the execution of his duties and, to some extent, the responsibility he has assumed.

8. The essential question arising on an application by a Court-appointed receiver for approval of their remuneration is whether the remuneration claimed is reasonable,[85] with the receiver bearing the onus in that regard.[86] The Court's function is to 'determine the remuneration by considering the material provided and bringing an independent mind to bear on the relevant issues.'[87] This involves considering whether the work was reasonably undertaken in the due course of the receivership, and whether the amount claimed is a fair and reasonable reward for doing it.[88] In undertaking this assessment, the Court may have regard to the factors set out in s 425(8) of the Corporations Act (which relate to an application by a receiver privately appointed under instrument) as an indication of the types of considerations that inform the question of reasonableness.[89] Those factors relevantly include:

(a) the extent to which the work performed by the receiver was reasonably necessary;

(b) the extent to which the work likely to be performed by the receiver is likely to be reasonably necessary;

(c) the period during which the work was, or is likely to be, performed by the receiver;

(d) the quality of the work performed, or likely to be performed, by the receiver;

(e) the complexity (or otherwise) of the work performed, or likely to be performed, by the receiver;

...

(h) the value and nature of any property dealt with, or likely to be dealt with, by the receiver;

...

(k) if the remuneration is ascertained, in whole or in part, on a time basis:

(i) the time properly taken, or likely to be properly taken, by the receiver in performing the work; and

(ii) whether the total remuneration payable to the receiver is capped;

(l) any other relevant matters.

1. In Sanderson as Liquidator of Sakr Nominees Pty Ltd (in liquidation) v Sakr,[90] Bathurst CJ identified the concept of proportionality as a 'unifying theme' across a number of the factors referred to above, including by reference to the work done compared to the size of the property, the benefit obtained from the work, and the difficulty and importance of the task.[91] However, provided the work was reasonable, the mere fact that the work performed does not lead to augmentation of the funds available for distribution does not mean the receivers are not entitled to be remunerated for it.[92]
2. There is an obvious overlap between s 425(8) of the Corporations Act and s 60-12 of the IPS. Although the IPS does not strictly apply to receivers,[93] the matters set out in s 60‑12 may also be considered by analogy in the assessment of the remuneration of Court-appointed receivers and treated as broad evaluative factors.[94] At all events, there is no material difference between the principles relating to the liquidator's remuneration and those which apply to the remuneration of a receiver and manager of the assets of a trust.[95]
3. Lastly, the Court has a clear power to prospectively approve remuneration pursuant to s 60-10 of the IPS (and its legislative predecessor s 473(3)(b)) - in the case of a liquidator or other external administrator - and s 425(1) - in the case of a receiver appointed by instrument).[96] There is no reason in principle why the Court cannot also do so in the case of a Court-appointed receiver under r 39.06 of the Rules and in the exercise of the Court's inherent power.[97]
4. The following propositions emerge from the authorities concerning the fixing of prospective remuneration of an external administrator or receiver:

(a) an application for approval of prospective remuneration requires supporting evidence establishing that the tasks to be performed are necessary and appropriate and that the amount sought is reasonable;[98]

(b) the Court may be disinclined to allow a receiver to charge trust assets for a fixed amount in respect of future remuneration before showing an entitlement to be remunerated a particular amount or providing an estimate of how much time will be spent on future tasks;[99]

(c) prospective remuneration may be awarded to expedite the finalisation of an external administration and to avoid the costs associated with a further remuneration application once the relevant work is completed.[100] Conversely, where the termination of a receivership is not imminent, there may be no basis to award future remuneration;[101]

(d) it is often convenient to determine an application for prospective remuneration at the same time as approving an application for leave to distribute a surplus;[102]

(e) rather than require an undertaking from the insolvency practitioner to reimburse prospective remuneration approved in the event the actual work performed does not support that remuneration, the Court may fix a maximum amount of remuneration which can be drawn upon once the work has been completed;[103] and

(f) alternatively, in an appropriate case, the Court may award receivers their remuneration on an interim basis, such as 85%, even before their work is complete, but subject to later assessment.[104] Such an approach provides independent oversight and a sufficient buffer to ensure the receivers are not overpaid.[105]

1. The remuneration claim presently before the Court has been broadly categorised into three time periods, and the work done by the Receivers in their capacities as both liquidators and as receivers and managers has been separated. The claim in respect of the different time periods is as follows:

Table 5: Remuneration claimed for various time periods

1. A further breakdown of the remuneration claimed in respect of each of the Companies and Trusts across the distinct time periods is set out below.

Table 6: Breakdown of remuneration claimed in respect of Companies

Table 7: Breakdown of remuneration claimed in respect of Trusts

1. Prior to filing their application, the Receivers provided a detailed remuneration report to interested persons on 16 May 2025 ('the May 2025 remuneration report'), to which no opposition was expressed. In their report, the Receivers detail their claim for remuneration, which then totalled $516,789.98, including in respect of future remuneration.[106] The report breaks down the remuneration sought by the capacity in which it is claimed (as either liquidators or receivers), by reference to each of the Companies and Trusts, by task areas, and by staff member, and annexes the Receivers' timesheets.
2. The quantum of remuneration now sought at the hearing of the matter has slightly increased from the initial estimate. Mr Deane deposes that given the effluxion of time, he and his staff have reviewed the work carried out since 1 May 2025 and further considered the anticipated work necessary to achieve completion of the liquidations and receiverships. Additional work has been required as a result of unexpected complexities arising in the administration of Pistorino Investments, Dalwood Meadows, Piston Holdings and the Reynold Towns Property Trust. As regards the Reynold Towns Property Trust, the Receivers provided an initial estimate on the assumption that a co-owners' deed would be executed to facilitate the sale of 60 Puckle Street. However, one owner was unwilling to execute the deed, with the result that the Receivers were required to spend additional time negotiating with co-owners in relation to the sale campaign. The total remuneration claimed across the Group is now also higher than originally anticipated partly as a result of further investigations in relation to the loan account claims and the updating of forecasts. In short, some of the initial estimates were too low. I accept the reasons given for why the work the Receivers have in fact performed, or are expected to perform, exceeds the earlier estimates. As Matthews JR (as her Honour then was) stated in Re Upmarket Services Australia Pty Ltd (in liq),[107] '[t]he task [the Court is] required to carry out is not to determine whether the amount claimed is justified by reference to the estimate, but by reference to the work performed.'[108]

Notice of claim and other procedural requirements

1. The Receivers served their remuneration application on all interested persons and creditors of the Companies in mid-November 2025. They also served updated remuneration material on interested persons on 12 February 2026, and on creditors on 16 February 2026. The remuneration application is not opposed.
2. However, the Receivers have not strictly complied with the requirements of r 9.2 of the Supreme Court (Corporations) Rules 2023 (Vic) ('Corporations Rules'). That rule requires a liquidator to give notice of his/her intention to apply to the Court for a remuneration determination by serving a notice in accordance with Form 16 of the Corporations Rules on each creditor present at a meeting of creditors, each member of a committee of inspection (or where there is no committee of inspection and no meeting of creditors, each of the five largest creditors of the company) and each member of the company whose shareholding represents at least 10% of the issued capital.
3. The Receivers seek dispensation from compliance with r 9.2. The Court has power to dispense with the notice requirement where it is fair and just to do so, such as where all interested persons were on notice of the remuneration application and had ample time and opportunity to respond,[109] or where no useful purpose would be served by the notice.[110] I consider that it is both fair and just, and consistent with the overarching purpose in s 7 of the CPA, being the just, efficient, timely and cost‑effective resolution of the real issues in dispute, that the Receivers as liquidators be relieved from complying with the relevant notice requirements for their remuneration application in respect of the Companies. In my view, the Receivers have substantially complied with r 9.2 and achieved its object, namely; notice of the remuneration application to creditors and other interested persons, albeit after the filing of their interlocutory process. Additionally, creditors were furnished with the May 2025 remuneration report at the time it was issued. Pursuant to rr 1.14 and 2.04 of the Rules and s 47 of the CPA, I will dispense with the requirement for notice to creditors and others under r 9.2 of the Corporations Rules.
4. As is apparent, the Receivers in their capacity as liquidators of the Companies did not first seek approval of their remuneration by resolution of creditors or committees of inspection in accordance with s 60-10(1) of the IPS before making their application for remuneration approval in the Court. There are a few reasons why that was appropriate in the present case.
5. First, there is no suggestion in the material that there is any committee of inspection in existence.
6. Second, there is a shallow pool of creditors of the Companies, which is largely explicable by the fact that the activities of the Group were limited to holding commercial properties. Those creditors include the ATO, the SRO, Mr Guirguis and related-party creditors, all of which have been furnished with material concerning the remuneration application and given the opportunity to be heard in relation to it.
7. Third, the Receivers were compelled to approach the Court for approval of their remuneration as receivers and managers of the assets and undertakings of the Trusts in any event.
8. Finally, I do not consider it would have been in the interest of creditors or any other stakeholders in the liquidations of the Companies that meetings of creditors be called to either approve remuneration or appoint committees of inspection because the costs of doing so would be wasteful.[111] This is especially so given the costs that would already be incurred in making the Receivers' application to the Court, which seeks broad relief, including in respect of the fixing of remuneration.

1. In my view, the Receivers have established a prima facie entitlement to their claim for remuneration based on the material relied upon. I set out below a series of general rulings I have made in relation to the remuneration application. In making these rulings, I have had regard to the principles and statutory provisions referred to earlier, including factors set out in s 425(8) of the Corporations Act and s 60-12 of the IPS (to the extent relevant).

Method of calculating remuneration and rates

1. The Receivers seek approval for their remuneration on a time-cost basis and have provided the Court with schedules which record the time spent by them and their staff on specific tasks (actually) performed during the relevant time periods, and (expected) to be performed, to enable completion of the liquidations and receiverships. In the circumstances, the Court considers the use of a time-based method for determining the remuneration to be appropriate and the narrations contained within the schedules to be meaningful.
2. The work for each of the Companies and Trusts was divided into the following main categories (as applicable): assets; investigation; dividend; administration; and creditors. Having regard to the material produced for each of the Companies and Trusts, it appears most of the work has been performed in respect of the assets and administration categories (each of these categories comprising approximately 37% of the total time spent).
3. The Receivers have also produced various tables in the remuneration report and updated material setting out, in summary form, each person who performed work, their role, and the total time billed by each person with the corresponding cost for each of the Companies and Trusts. Mr Deane gives evidence that after each work-in-progress report was produced, he personally reviewed the time spent on the receiverships and liquidations to ensure the work undertaken was necessary and properly performed and, if appropriate, reduced the time recorded.[112] The tables reveal:

(a) for the period 8 September 2023 to 30 April 2025 ('first claim period'), 515.1 hours of work was undertaken. Of this time, 92.3 hours (17.9%) is accounted for by the Receivers as appointees (with charge out rates of $600 per hour, excl GST), while 379 hours (73.6%) was spent by a 'Senior Manager', Mr Jonathan Jackson (with a charge out rate of $550 per hour, excl GST), whose position is the next-most-senior grade below the appointees. The next most senior staff performing work were a 'Manager 2', Mr Domenic Demarte (with a charge out rate of $420 per hour, excl GST), but who only accounted for 0.4% of the time spent during this period, and a 'Senior 1', Ms Charlotte McCleery (with a charge out rate of $350 per hour, excl GST), who only accounted for 1.9% of the time spent;

(b) for the period 1 May 2025 to 19 January 2026 ('second claim period'), in respect of Dalwood Meadows, the Reynold Towns Property Trust, Piston Holdings and Pistorino Investments, approximately 23.5% is accounted for by the Receivers as appointees, and approximately 70.6% is accounted for by Mr Jackson as senior manager; and

(c) for the period 20 January 2026 until finalisation of the receiverships and liquidations ('third claim period'), around 20.2% of the total time is projected to be spent by Mr Deane as appointee, approximately 27.2% of the time is proposed to be accounted for by Mr Jackson as senior manager, and approximately 46.8% of the time is accounted for by Mr Conor Colreavy, as a 'Senior 1'.[113]

1. The rates charged by each staff member are also set out in the material, having regard to their seniority. Those rates have remained the same for the entire period of the Receivers' appointment. The rates charged are in line with the range typically charged by insolvency practitioners at firms of similar size to the Receivers' firm. I consider that the rates are fair and reasonable given the nature of the appointments and the distinct features of the receiverships of the Trusts and the liquidations of the Companies.
2. As is apparent from the tables included above, the Receivers have distinguished their 'receivership remuneration' from their 'liquidation remuneration'. As a general proposition, the work undertaken by the Receivers as receivers and managers has related to the realisation of the Properties and the investigation of potential claims arising from the Companies' books and records, while the work undertaken by the Receivers as liquidators has predominantly concerned statutory compliance and administration work, including investigations to enable reporting to ASIC and creditors, and tax compliance to obtain tax clearances. Mr Deane gives evidence that there is no overlap or duplication of time for conducting tasks as liquidators or receivers.
3. Given the Group's structure, the affairs of the Companies and Trusts are to some extent necessarily intertwined. The Receivers have sought to achieve efficiencies in the conduct of the various receiverships and liquidations, however, not all of the Companies have the same features and creditors. In particular, there are six real property holding companies where costs have been incurred in realising those properties. Mr Deane gives evidence that time has been attributed to individual Companies where it was obvious that the subject matter was solely related to that Company. The Receivers also created two 'common time' codes - one of which related to the Properties, and the other of which concerned tasks of a general nature that related to all of the Companies and Trusts. Each of these 'common time' codes has an 'assets' sub-category and a 'compliance' sub-category. Where time has been spent on issues relating to the Properties generally, it has been allocated against the six land-owning entities. All other 'common' issues have been allocated equally across the Companies and Trusts. By way of example, for the first claim period, the remuneration report records that $123,337.98 (or 44.27%) of the whole claim related to work that was entered on the 'common time' codes. Those entries were applied against the land-owning Companies or, alternatively, against all Companies. The same methodology has been applied for the second claim period. The Receivers submit, and I accept, that had the 'common time' code system not been adopted, then 'common' tasks conducted in respect of multiple Companies and Trusts would likely have resulted in higher overall charges across the Group. I consider that the use of 'common time' codes was a practical and equitable means of allocating time spent on common tasks across the relevant entities.

Whether work was necessary and properly performed, and quality of work

1. I have already described much of the work undertaken by the Receivers throughout the course of their appointment. By way of summary, the Receivers have achieved the following outcomes and performed the following key tasks:

(a) realised the sale of the Properties for a combined sale price of $15.29 million;

(b) preserved the Properties pending their sale, including the making of the Federal Court application and other substantial work in relation to 60 Puckle Street;

(c) adjudicated claims by unsecured creditors totalling approximately $5.41 million;

(d) investigated the affairs of all Companies and Trusts to ascertain the parties entitled to any surplus;

(e) prepared tax returns and BASs and obtained tax clearances from the ATO; and

(f) prepared numerous circulars and other reports to creditors and interested persons.

1. I am satisfied that the work undertaken by the Receivers was necessary and properly performed, with few exceptions. The evidence provided in this application also demonstrates that the work was performed to a high standard and has largely been undertaken efficiently, satisfactorily and competently. Whilst in September and October 2025 Antonio expressed some concern about the timeliness of the work undertaken by the Receivers, I consider the Receivers have progressed the receiverships and liquidations diligently. Approximately two years from the time of their appointment, the Receivers entered into contracts of sale for the Properties, brought this application, and are now in a position to pay dividends and distributions to creditors, shareholders and unitholders.
2. There are some very limited examples of work undertaken by the Receivers and their staff where the time spent on specific tasks may be regarded as potentially excessive in the circumstances. For example:

(a) on 14 November 2023, when undertaking work in the receivership of the 221 Drummond Street Property Trust, of which Burton Arch was the trustee, Mr Jackson spent around two hours and 48 minutes discussing an offer concerning 221 Drummond Street and drafting an email in response. In the same receivership, Mr Jackson spent close to one and a half hours on 22 November 2023, approving an email regarding a further lease of the relevant property;

(b) in the same receivership, Mr Deane also spent around 48 minutes on 12 April 2024, receiving and then forwarding a notice from a tenant;

(c) on 22 November 2024, Ms McCleery spent half an hour in the liquidation of Delrich Ridge, generating and editing a detailed billing report.[114] It is not apparent that the costs of editing time records should be a cost visited upon the creditors of the company;

(d) in the receivership of Reynold Towns Property Trust, on 17 September 2025, Mr Jackson spent almost three hours in 'discussions with stakeholders'; and

(e) under the assets 'common time' code, over three and half hours was spent by Mr Jackson on 19 September 2025, 'updating the materials for the Puckle Street sale and hand-up to [Mr Deane] for sign-off '.

1. In the absence of clarifying evidence, it is difficult to assess whether the time spent on the above tasks was reasonable.
2. There are also a small number of items claimed in respect of which there is an insufficient level of detail to enable me to assess whether they are reasonable. In some instances, the level of description used is so generic as to offer little, or no, assistance or context. By way of example:

(a) in the receivership of the 221 Drummond Street Property Trust, Mr Jackson spent around 48 minutes on 9 May 2024, which is simply described as '[e]mails from Stonebridge';

(b) across various receiverships, there are numerous references to time spent by Mr Deane on work simply described as 'BAS' with no accompanying description of whether he was himself preparing business activity statements or approving drafts provided to him;

(c) on 21 May 2025, Mr Jackson spent close to four hours on the assets 'common time' code concerning litigation/recoveries where the narration reads: '[w]orking from existing spreadsheet. Simplifying where possible. Crosschecking all elements'. No further context is provided in relation to the nature of this work or the contents of the spreadsheet in question; and

(d) in the receivership of Reynold Towns Property Trust, on 12 September 2025, Mr Jackson spent 42 minutes on work unhelpfully described as '(!?)'.

1. In my view, the total remuneration claimed is proportionate to the work undertaken compared to the value of the Properties, the benefit obtained from the work (including the funds realised), and the difficulty and importance of managing the affairs of the Group as a whole. Put in context, the Receivers' total remuneration claim of $525,201.33 is equivalent to approximately 3.45% of the $15.29 million in monies realised from the sale of the Properties.

1. I accept that the administrations of the Companies and Trusts have involved a moderate degree of complexity. The work of the Receivers has been performed against the backdrop of a decades' long family dispute concerning the (ten) Companies and (six) Trusts, with attendant complex historical transactions, such as the inter-company loans. The Receivers have also been required to protect, and prepare for sale, valuable commercial properties.
2. The complexity of some of the tasks has necessitated an appropriate level of involvement by the Receivers and senior personnel within their office. I accept that the receiverships and liquidations have required a high degree of commercial and forensic judgment not necessarily capable of being exercised by more junior operators. Generally speaking, it appears that more difficult tasks have been undertaken by people having regard to their level of experience and the less complex tasks have been delegated to more junior staff. However, a review of the schedules and summary tables suggests there were some instances where less complex tasks could have been delegated to those with a lower charge out rate.
3. I have already mentioned that Mr Jackson, as senior manager with a charge out rate of $550 per hour (excl GST), was responsible for 73.6% of the time spent on the first claim period and 70.6% for the second claim period. Of the 191.3 hours spent by the Receivers' firm on tasks falling within the administration category for the first claim period, 113.4 hours (59%) was spent on this category by Mr Jackson. The description of work falling under this category includes: tax administration and compliance tasks; summarising financial information regarding the Companies to forecast likely financial outcomes in relation to costs, creditor claims and payments of surpluses; other general planning and management time, including general planning discussions with legal representatives; and time associated with insolvency law and regulation compliance. To some extent, the description of such work as 'administration' may understate the nature and complexity of it. While there may have been some efficiencies associated with concentrating the work in the hands of a few operators, to avoid multiple layers of staff working on the same tasks and 'double handling', in my view, the delegation of work to one or two additional operators with lower charge out rates, such as Mr Demarte (as a 'Manager 2') or Ms McCleery (as a 'Senior 1'), could have practically occurred and would not have diminished these potential efficiencies. The rates charged for less complex administrative tasks must ultimately be reasonable.
4. Some specific examples of tasks performed by Mr Jackson and Mr Deane during the first claim period and the second claim period that could likely have been undertaken by less senior staff include:

(a) in the liquidation of Admiral Cove, time spent by Mr Jackson on 19 March 2025 saving a PKF engagement letter, checking a cost estimate and creating an entry and link form in a summary table for Mr Deane to approve;

(b) in the liquidation of Belridge Court, time spent by Mr Jackson on 22 April 2024 and 8 August 2024 saving payment receipts to the file and, on 20 August 2024, 48 minutes updating a transaction record;[115]

(c) in the liquidation of Burton Arch, half an hour spent by Mr Deane on 25 September 2023 attending to filing;

(d) half an hour spent by Mr Jackson on 26 July 2024 attending to the update of the registered office of Burton Arch;

(e) in the receivership of the 221 Drummond Street Property Trust, time spent by Mr Jackson on 16 September 2024 preparing a 'case setup'; and

(f) in the liquidation of Dalwood Meadows, half an hour spent by Mr Jackson on 16 April 2024 preparing a control schedule of invoices and a payment voucher for approval.

1. The same issues of work allocation do not arise in respect of the third claim period. For this prospective remuneration claim, Mr Jackson, as senior manager with a charge out rate of $550 per hour (excl GST), is only expected to undertake approximately 27% of the work, whereas Mr Colreavy, as 'Senior 1' with a significantly lower charge out rate of $350 per hour (excl GST), is expected to undertake 47% of the work.[116]

1. It is convenient to address the third claim period separately. The Receivers apply for prospective remuneration approval for a sum of up to $116,652.85 from 20 January 2026 until the conclusion of each of the receiverships and liquidations.
2. The Receivers seek these amounts as a cap (as opposed to a fixed fee). In other words, if a lower amount is incurred, the Receivers will only claim the lower amount. This work is proposed to consist of: attending to, and calling for, final proofs of debt and the payment of dividends; attending to an initial, and then final, distribution of surpluses; and the bringing of a final application by the Receivers to address any remaining issues in the receiverships and liquidations and to seek discharge from their appointments as receivers and managers.
3. While the total prospective remuneration claim of $116,652.85 (excl GST) is a substantial sum, it must be viewed in the context of a multi-entity administration. The average claims for each of the Companies and Trusts are relatively modest, equating to approximately $5,000 to $9,000 for each administration. I am satisfied that the tasks identified by the Receivers as remaining are necessary for the finalisation of the receiverships and the liquidations. The amounts claimed otherwise appear reasonable, and the work itself is proposed to be appropriately allocated according to the complexity of the task and the seniority of the personnel undertaking the work. It is convenient to approve this prospective remuneration now, rather than as part of a future application after the work has been undertaken or to award remuneration on an interim basis subject to later assessment. This will obviate the need for the Receivers to prepare a further remuneration report, with its attendant costs. It may also serve to expedite the payment of final surpluses to shareholders and beneficiaries. The Receivers may only draw on their remuneration as and when the relevant work is undertaken, subject to the ceiling amounts to be ordered.

1. Having regard to the foregoing matters, it is appropriate and efficient to apply a global discount of 2.5% to the remuneration claims for both the first claim period and the second claim period. The discount will need to be applied in respect of each remuneration claim made for each of the Companies and Trusts. For the first claim period, the discount equates to $6,964.49 on the total Group claim of $278,579.98, resulting in total remuneration in the approximate sum of $271,615 (excl GST). For the second claim period, the discount amounts to $3,249.21 on the total Group claim of $129,968.50, resulting in total remuneration in the approximate sum of $126,719 (excl GST).
2. I do not consider it necessary to apply a discount in relation to the third claim period for prospective remuneration, which I will cap as a maximum amount of $116,652.85 (excl GST) that may be incurred and claimed. In other words, the Receivers will only be able to draw on this approved remuneration to the extent the work is actually performed.

1. The Receivers seek a further direction pursuant to s 90-15 of the IPS and r 39.09 of the Rules that they are justified in paying their remuneration (in the amounts fixed by the Court) and their properly incurred costs from the funds they presently hold, as a consequence of the realisation of the Properties and in accordance with the distribution process summary annexed to the supporting Deane affidavit.
2. The distribution process summary provides that the Receivers will be paid their approved remuneration for work already carried out, together with their prospective remuneration, prior to any payment to creditors, shareholders or beneficiaries. The Receivers will then pay their costs and expenses, including estimated future costs and expenses. In the absence of any objection, Court approval is not sought, or needed, in respect of these costs and expenses, although the Receivers are expected to scrutinise those costs and expenses to ensure they are reasonable and properly payable.[117] I will otherwise make a direction under s 90-15 of the IPS and r 39.09(1) of the Rules that the Receivers are justified and acting reasonably in paying their remuneration (as fixed and capped by the Court) and costs from the funds held by the Receivers in accordance with the method described in the distribution process summary. The distribution process summary broadly reflects the priorities set out in ss 556(1)(dd) and 556(1)(de) of the Corporations Act (with minor modification) and is consistent with the Court's expectation expressed in the earlier judgment that trust liabilities be satisfied according to the priority regime enshrined in the legislation.[118]
3. Further, the Receivers intend to pay their approved remuneration as liquidators of the trustee Companies from the Trusts of which the Companies are, or were, trustees. As Black J explained In Re MF Global Limited (in liq) (No 2):[119]

The court has an inherent equitable jurisdiction to allow a trustee remuneration, costs and expenses out of trust assets, which extends to a person such as a liquidator which is for practical purposes controlling a trustee: Re Application of Sutherland [2004] NSWSC 798; (2004) 50 ACSR 297; [Re Parbery & Ors (as liquidators of Trio Capital Ltd (in liq)) [2012] NSWSC 597 at [18]; [2012] NSWSC 597; (2012) 88 ACSR 700]. The Liquidators acknowledge authority that that jurisdiction may not be exercised where the Company does not solely act as trustee and has sufficient beneficial assets to meet the liquidators' remuneration, costs and expenses, and where the work done by the liquidator in relation to trust assets may properly be treated as done for the purposes of winding up the company's affairs. The principle that, where a company has assets which are not held on trust, the liquidator's costs should usually fall on its non-trust assets was recognised in Re GB Nathan & Co Pty Ltd (in liq) (1991) 24 NSWLR 674 at 685-689 and the authorities were considered by Young CJ in Eq in Re Greater West Insurance Brokers Pty Ltd [2001] NSWSC 825; (2001) 39 ACSR 301. In Re French Caledonia Travel Service Pty Ltd (in liq) [2003] NSWSC 1008; (2003) 59 NSWLR 361; 48 ACSR 97 at [212], Campbell J noted the possibility that such costs could be shared between the distributable property of the company and trust assets, but it was not necessary to decide that question in the circumstances of that case.

4. Similarly, where receivers and managers are appointed to the assets and undertakings of a trust (as is the case here), their remuneration and expenses may be paid from the trust property.[120]
5. I accept it is appropriate that the Receivers pay their remuneration as liquidators of the trustee Companies from the assets of the relevant Trusts in circumstances where the Receivers have not identified any evidence to suggest there are non-trust assets held by any of the trustee Companies. In fact, the evidence suggests the opposite. By way of example, the trustee Companies only hold cash in their capacity as trustee and not in their own right.
6. Finally, the Receivers make an additional claim for payment of their remuneration and costs in relation to Belridge Court, which is the trustee of the 211 Lygon Street Trust. In that entity, the Receivers hold cash of $87,780.84 but anticipate there will be a shortfall of at least $14,570.81 in payment of their remuneration and costs. The Receivers assert a claim against a fund of $1,172,742.68 held in the liquidation of Pistorino Investments. The claim arises in circumstances where Pistorino Investments had a registered mortgage against 211 Lygon Street, of which Belridge Court (as trustee for the 211 Lygon Street Unit Trust) was the registered proprietor. The mortgage was discharged on settlement and Pistorino Investments received $1,172,742.68 from the sale proceeds. The claim comprises:

(a) $7,160 for work exclusively connected to securing and realising 211 Lygon Street;

(b) $6,510.40 for work applied to the 'common time' code referable to the realisation of all the Properties and applied to the liquidations of Belridge Court and the 211 Lygon Street Unit Trust; and

(c) $7,151.80 for work in relation to the Federal Court application, by which the Receivers sought approval under s 477(2B) of the Corporations Act and apportioned to the administrations of Belridge Court and the 211 Lygon Street Unit Trust.

1. The claim is made under the 'salvage' principle in Re Universal Distributing Co Ltd (in liq) ('Universal Distributing').[121] The underlying principle is that a liquidator who undertakes work and incurs expenses in the care, preservation and realisation of property so as to create a fund is entitled to a charge against the fund for payment of his/her remuneration and costs in priority to any other claimant, including a secured creditor.[122] The Receivers intend to satisfy their Universal Distributing claim prior to payment of any dividends to creditors or distributions to shareholders of Pistorino Investments. I see no difficulty with that proposed course because the claim appears to be well-grounded. My direction in relation to the payment of the Receivers' remuneration, costs and expenses will account for payment of that claim as contemplated in the distribution process summary.

1. Save for Reynold Towns, 541 King Street, and Belridge Court, it is anticipated that each of the Companies will have a surplus available for distribution ('surplus Companies'). The Receivers ask the Court to make orders and directions to facilitate the payment of surpluses to shareholders of the surplus Companies that hold property and beneficiaries of the associated Trusts. In particular, the Receivers seek the following:

(a) special leave under s 488(2) of the Corporations Act to pay surpluses to the shareholders of Dalwood Meadows, Pistorino Investments and Piston Holdings (as non-trustee surplus Companies) and, to the extent necessary, to pay surpluses to the beneficiaries of the Trusts associated with Admiral Cove, Burton Arch and Pistorino Nominees (as trustee surplus Companies);

(b) a direction under s 90-15 of the IPS and r 39.09 of the Rules that the Receivers are justified in paying an interim distribution to identified recipients in accordance with the sequence described in the distribution process summary; and

(c) dispensation with the requirements of reg 5.6.71 of the Corporations Regulations 2001 (Cth) ('Corporations Regulations') and rr 7.9(2) and 7.9(3) of the Corporations Rules in relation to the publication and sending of notices of surpluses.

1. The order for special leave is intended to encompass the payment of the interim distribution, as well as a final distribution.

1. As a rule, a contributory's entitlement to a surplus is determined by the number of shares they hold, subject to any contrary or adjusting provision in the company's constitution.[123] Section 488(2) of the Corporations Act requires a liquidator to obtain special leave of the Court prior to making any distribution of surplus assets. Section 488(1) then permits the relevant Court rules or the Corporations Regulations to provide for the liquidator to perform specified powers and duties of the Court in respect of the distribution, including the adjusting of the rights of contributories among themselves and the distribution of any surplus among the persons entitled to it.
2. The principles governing the grant of special leave under s 488(2) are well-known and were conveniently restated by Gobbo AsJ in Re Cameron Lane Pty Ltd (in liq)[124] as follows:[125]

(a) a liquidator in a Court-ordered winding up has delegated power to distribute any surplus to the persons entitled to it but may only do so with the Court's special leave;

(b) "special leave" requires that an application be made to the Court, rather than the matter being dealt with as part of some other administrative process;

(c) the requirement for special leave to be obtained serves two purposes. It is designed to ensure that there is in fact a surplus, that all creditor claims have been identified and paid in full. And (where relevant) it ensures that the correct relativities amongst the contributories have been taken into account;

(d) the Court may be satisfied that it is appropriate to make an order under s 488(2) of the Act on evidence that appropriate steps have been taken to identify the Company's creditors; that their claims have been met; that the assets now available, after setting aside amounts to meet final remuneration and costs of the liquidator, can properly be treated as a surplus available for distribution; and that the contributories (or beneficiaries) consent to the order;

(e) the Court may grant special leave under s 488(2) of the Act nunc pro tunc as to a distribution already made, with caution, where there is no prejudice to any third party such as a creditor or contributory;

(f) an important consideration may be that a previous distribution of surplus was interim, capable of being adjusted if necessary in the final distribution;

(g) the Court commonly dispenses with the requirements in r 7.9(2) of the Rules pursuant to r 1.3(1) of the Rules in simple cases where there is no need for adjustment between contributories, the debts of unsecured creditors have been discharged, and notice has been given to ASIC (and, in the case of distributions to contributories, to contributories);

(h) the Court also commonly dispenses with the requirement in reg 5.6.71(1) of the Regulations that Form 551 be annexed to s 488(2) orders. That requirement has been said to be directed to cases where there are numerous contributories and there may be matters for adjustment between them, or where their identity is unclear; and

(i) applications under ss 480(d) and 488 of the Act can be made together and the Court may consider it appropriate to make orders under ss 480(d) and 488(2) of the Act together.

Special leave under s 488(2) of the Act may not strictly be necessary for a liquidator of a trustee company to distribute a surplus of trust assets given that, except to the extent of a proprietary interest generated in the trust assets by a right of exoneration,[127] they are not assets of the company.[128] However, in at least two recent cases, special leave to distribute has been granted in the liquidations of corporate trustees.[129]

2. Prior to making any payment of surpluses to shareholders and ultimately deregistering the company, a liquidator has a duty to ascertain the identity of the company's creditors.[130] This of course involves obtaining information from directors, undertaking inquiries, and calling for and determining proofs of debt from those claiming to be creditors. Where a liquidator knows of creditors who have not proven their claims, it is insufficient for the liquidator to only invite claims by advertisement.[131] The liquidator cannot 'shut his or her eyes' to the existence of known liabilities[132] and must instead take positive steps to communicate with creditors who have not proven their debts to discover whether claims will be pressed in the winding up.[133]

Identification of creditors and payment of surpluses

1. In the instant case, the Receivers have taken appropriate steps to identify creditors and have informed such creditors of their right to prove in the liquidation of the Companies. The Receivers have issued circulars and reports to creditors, a notice inviting formal proofs of debt (in September 2024), and further reports and circulars in relation to this application. The only creditor who has lodged a proof of debt is the Deputy Commissioner of Taxation. The only other person known to the Receivers who may be a creditor of a Company (specifically Delrich Ridge) is Mr Guirguis. By letter dated 7 February 2025, the Receivers made direct inquiries of him to ascertain whether he seeks to prove, however, he did not do so at that time. On 16 February 2026, in response to communications about this application, Mr Guirguis emailed the Receivers' office, asserting a debt of $113,495.36 said to be owing by the 'Pistorino Group of Companies'.
2. As already noted, the Companies have a relatively small number of creditors. That is unsurprising given the Group operated its business as a commercial landlord, rather than a commercial trading operation, and because it was under the stewardship of the directors for in excess of ten years. To deal with the unlikely possibility that there are further creditors, the Receivers confirm they will call for proofs from all other known creditors (save in relation to the inter-company loans) following the making of orders and directions by the Court and when they declare their intention to pay dividends. The Receivers are otherwise obliged to call for final proofs of debt when giving notice of their intention to declare a dividend under reg 5.6.65 of the Corporations Regulations.
3. The Receivers forecast that for all Group entities other than Reynold Towns, 541 King Street and Belridge Court, known creditors will be paid in full except for the $531 owing to the Deputy Commissioner by Reynold Towns, in respect of which no surplus is projected in any event. The Receivers are not aware of any creditor claims in Belridge Court, aside from a claim by Pistorino Investments to recover the costs associated with the winding up in accordance with para [20] of the earlier orders.

1. The Receivers propose that the funds held by each company in the Group be distributed according to the distribution process summary in the following manner.
2. First, the Receivers will pay their remuneration, costs and expenses as liquidators and as receivers and managers of the relevant Company and/or Trust.
3. Second, the Receivers will pay dividends to creditors. Those dividends will be paid in a sequenced manner to account for the additional realisations that are expected to be received by those Companies who are creditors in respect of the inter-company loans.
4. Third, where there is a surplus, the Receivers will pay an interim distribution of up to 70% of the remaining funds on a pari passu basis to shareholders of the relevant Company or the beneficiaries of the relevant Trust. An interim distribution is proposed because there are still outstanding income tax compliance issues to attend to for the period following the Receivers' appointment. For some of the entities, this process cannot be finalised until dividends are paid between the Group entities.
5. Finally, at the conclusion of the liquidation, the Receivers will pay a final distribution of the remaining surplus funds on a pari passu basis to shareholders of the relevant Company or the beneficiaries of the relevant Trust.
6. The guidance given by the Court to the Receivers concerning the treatment of the inter-company loans will allow the Receivers to progress their work in the administrations and facilitate the payment of the surpluses. Statutory interest on the inter-company loans will be calculated having regard to the date of distribution of the surpluses in accordance with s 563B of the Corporations Act.
7. While the Receivers have identified different classes of units and shares within a number of the Companies and Trusts, the relevant Company constitutions and Trust deeds do not ostensibly confer any distinct rights or entitlements upon the different classes of unit or shareholders. That being the case, the Receivers have adopted a default position that the proportionate entitlement to a surplus is determined by the number of shares or units held in the relevant Company or Trust.
8. The Receivers have largely been able to ascertain the persons they consider are entitled to receive the distributions of the surpluses. Those persons are chiefly Antonio and Joanne. The Receivers understand that Antonio and Christopher are the respective beneficiaries of APTT and GCTT, being the testamentary trusts created upon the death of Aurelia. Distributions to those trusts will therefore be made to Antonio and Christopher.
9. The Receivers also understand that Mr Verduci was the executor of the estate of Aurelia, which was divided equally between Antonio and Joanne. Notwithstanding that a decade has passed since Aurelia passed away, shares in Pistorino Investments and Dalwood Meadows remain registered in Mr Verduci's name as executor. Accordingly, the Receivers intend to remit any surplus funds in those entities to Mr Verduci for him to distribute to the ultimate beneficiaries.
10. However, the distribution of the surplus in the Pistorino Family Trust, of which Pistorino Nominees is, or was, trustee, is a matter of some complexity. Giovanna Pistorino Snr (who died in 1986) is recorded as the holder of 18 A Class units in that Trust. The Receivers have investigated and identified the persons they believe to be the beneficiaries of her Estate but have not been able to obtain contact details for those persons. However, the Receivers understand that Mr Antonio Costa may have obtained, or may be capable of obtaining, letters of administration for Giovanna Snr's estate. In those circumstances, the Receivers propose to distribute the proportion of the surplus attributable to Giovanna Snr's units as follows:

(a) to Antonio Costa, on the condition that he has obtained letters of administration for the estate;

(b) alternatively, to the persons identified as beneficiaries of Giovanna Snr's estate in accordance with their percentage entitlements; or

(c) further alternatively, by paying the proportion of the surplus to ASIC as unclaimed monies.

1. Having regard to the above matters, I consider it is appropriate to make a direction pursuant to section 90-15 of the IPS and rule 39.09(1) of the Rules, and alternatively in the exercise of the Court's inherent power, that the Receivers are justified and acting reasonably in making an interim distribution from the surplus funds they hold to the recipients they have identified, and in accordance with the method described in the distribution process summary. The payment of an interim distribution is appropriate while tax issues remain to be resolved and dividends between Group entities are processed.
2. I will also make orders pursuant to s 488(2) of the Corporations Act that the Receivers be granted special leave to distribute the final surplus in the liquidation of each of Dalwood Meadows, Pistorino Investments and Piston Holdings (as non-trustee surplus Companies) by making distributions on a pari passu basis to the shareholders of those Companies. A corresponding order and/or direction will be made pursuant to s 488(2) of the Corporations Act (to the extent necessary) and r 39.09(1) of the Rules, and alternatively in the exercise of the Court's inherent power, to distribute the surplus in the liquidation of each of Admiral Cove, Burton Arch and Pistorino Nominees (as trustee surplus Companies) on a pari passu basis to the unitholders of the Admiral Cove Property Trust, the 221 Drummond Street Property Trust, and the Pistorino Family Trust, respectively. I consider that such a course is appropriate given the Receivers have taken appropriate steps to ascertain the assets of the Trusts and the creditors of the Companies. All of the assets in the Group have now been realised and it is expected the creditors will be paid in full (with the exception of the Deputy Commissioner in respect of Reynold Towns for the $531 amount). Additionally, the surplus payments can be made whilst allowing for the Receivers' remuneration, costs and expenses to be paid. Lastly, there is no need for any adjustment of rights between contributories in circumstances where most surpluses comprise the assets of the Trusts.

Dispensation from publication and other requirements

1. The Receivers submit, and I accept, that dispensation from the requirements of publication set out in r 7.9(2) of the Corporations Rules is appropriate here in circumstances where: (a) the identities of the contributories are largely clear and there is no need for any adjustment of rights between them; (b) the Receivers will again call for formal proofs of debts to be submitted; (c) it is expected that all creditors will be paid (with the minor exception noted); and (d) notice of the application has been given to ASIC and the contributories and no objection has been received from any party.[134]
2. For the same reasons, dispensatory orders will be made in respect of the requirement in reg 5.6.71(1) of the Corporations Regulations, which requires that a Form 551 be annexed to the relevant orders made under s 488(2), and reg 5.6.71(2), which requires that the liquidator send to each person to whom a surplus is distributed a Form 552 notice. In the present circumstances, I can see no utility in the inclusion of these prescribed forms.[135]

1. Finally, the Receivers seek a direction pursuant to s 90-15 of the IPS and r 39.09(1) of the Rules that they are justified and acting reasonably in paying their costs and expenses of this application out of the assets of Burton Arch and apportioning such costs and expenses amongst the Companies by way of inter-company loan adjustments. That payment methodology broadly reflects the approach in the earlier judgment where I considered that the costs of the application to wind up the Companies should initially be paid out of the assets of Pistorino Investments and later apportioned in this way.[136] Burton Arch currently has the largest cash balance of any of the Companies and I consider it is appropriate to make the direction as proposed.

1. In addition to the relief I have granted, the Receivers will have liberty to apply for their discharge and such other orders they deem necessary to finalise the liquidations of the Companies and the receiverships of the Trusts. Subject to any additional comment from the Receivers, I propose to make orders substantially in the form contained in Annexure B to these reasons.

Admiral Cove Property Trust (trust deed dated 30 October 1986)

98 Puckle Street, Moonee Ponds, Victoria, 3039 (Sold - settled on 7 June 2024 for $1,450,000)

• 250,000 A Class - GCTT
• 250,000 A Class - APTT
• 250,000 B Class - GCTT
• 250,000 B Class - APTT

Belridge Court Pty Ltd (Registered 18 Oct 1994)

The 211 Lygon Street Trust (trust deed dated 5 December 1994)

211 Lygon Street, Carlton, 3053 (Sold - settled on 8 July 2024 for $1,262,000)

221 Drummond Street Property Trust (trust deed dated 22 September 1987)

221 Drummond Street, Carlton, Victoria, 3053 (Sold - settled on 9 August 2024 for $6,600,000)

• 250,000 Ordinary - GCTT
• 250,000 Ordinary - APTT

Dalwood Meadows Pty Ltd (Registered 12 Jan 1993

238 Lygon Street, Carlton, Victoria, 3053 (Sold - settled on 5 August 2024 for $2,005,000)

• 150 A Class - GCTT
• 450 A Class - APTT
• 50 B Class - GCTT
• 50 B Class - APTT
• 100 B Class - Verduci
• 300 B Class - Joanna
• 50 C Class - GCTT
• 50 C Class - APTT

280 Lygon Street Unit Trust (trust deed dated 23 January 1996)

280 Lygon Street, Carlton, Victoria, 3053 (Sold - settled on 6 August 2024 for $2,126,000)

• 305,000 A Class - 541 King Street atf 541 King Street Unit Trust
• 450,000 B Class - GCTT
• 450,000 B Class - APTT

Pistorino Investments Pty Ltd (Registered 14 Dec 1977)

• 150 A Class - GCTT
• 450 A Class - APTT
• 50 B Class - GCTT
• 50 B Class - APTT
• 100 B Class - Verduci
• 300 B Class - Joanna
• 50 C Class - GCTT
• 50 C Class - APTT

Piston Holdings Pty Ltd (Registered 3 Apr 1997)

Pistorino Nominees Pty Ltd (Registered 14 Dec 1997)

Pistorino Family Trust (trust deed dated 1 February 1978)

• 2 A Class - Antonio
• 18 A Class - Giovanna Snr
• 2 A Class - Joanne
• 239 B Class - GCTT
• 239 B Class - APTT

Reynold Towns Property Trust (trust deed dated 7 March 1985)

60 Puckle Street, Moonee Ponds, Victoria, 3039 (Subject to contract entered 17 September 2025 for $1,787,000)

• 125,000 A Class - GCTT
• 125,000 A Class - APTT
• 125,000 B Class - GCTT
• 125,000 B Class - APTT

541 King Street Nominees Pty Ltd (Registered 31 May 1982)

541 King Street Unit Trust (trust deed dated 9 July 1982)

1. Pursuant to s 90-15 of the Insolvency Practice Schedule (Corporations) ('IPS'), being sch 2 to the Corporations Act 2001 (Cth) ('Corporations Act'), Shane Leslie Deane and Nicholas Giasoumi (the 'Receivers'), in their capacity as liquidators of the fourth and sixth plaintiffs, are justified and acting reasonably in not taking any further steps to recover (including commencing any proceeding or bringing any claim in relation to) the following debts recorded in the books and records of the fourth and sixth plaintiffs:

1. Pursuant to s 90-15 of the IPS, and insofar as is relevant, r 39.09(1) of the Supreme Court (General Civil Procedure) Rules 2025 (Vic) ('Rules'), the Receivers, in their capacity as liquidators of the eighth and ninth plaintiffs, alternatively as receivers and managers of the property of the Reynold Towns Property Trust and the Pistorino Family Trust, are justified and acting reasonably in not taking any further steps to recover (including commencing any proceeding or bringing any claim in relation to) the following debts recorded in the books and records of the eighth and ninth plaintiffs:

Pistorino Nominees Pty Ltd atf Pistorino Family Trust

Reynold Towns Pty Ltd atf Reynold Towns Property Trust

1. Pursuant to s 90-15 of the IPS, the Receivers in their capacity as liquidators of the first to tenth plaintiff companies ('Companies'), are justified and acting reasonably in admitting to proof, as debts of the respective companies, the amounts described as follows:

Delrich Ridge Pty Ltd atf 280 Lygon Street Unit Trust

Pistorino Nominees Pty Ltd atf Pistorino Family Trust

541 King Street Nominees Pty Ltd atf 541 King Street Unit Trust

Delrich Ridge Pty Ltd atf 280 Lygon Street Unit Trust

541 King Street Nominees Pty Ltd atf 541 King Street Unit Trust

1. Pursuant to r 1.3 of the Supreme Court (Corporations) Rules 2023 (Vic) ('Corporations Rules'), s 47 of the Civil Procedure Act 2010 (Vic) and rr 1.14 and 2.04 of the Rules, the requirement of r 9.2(2) of the Corporations Rules, that the Receivers serve a Form 16 and copy of their evidence in support before filing the interlocutory process seeking a remuneration determination, be dispensed with now for then.
2. Pursuant to r 39.06 of the Rules, the Receivers' remuneration incurred in their capacity acting as the receivers and managers of the property of the following trusts (the 'Trusts') be approved and fixed as follows:

8 September 2023 to 30 April 2025 (each plus GST)

1. Pursuant to s 60-10 of the IPS, the Receivers' remuneration incurred in their capacity as liquidators of the Companies be approved and fixed as follows:

8 September 2023 to 30 April 2025 (each plus GST)

1. Pursuant to s 90-15 of the IPS and r 39.09(1) of the Rules, the Receivers are justified and acting reasonably in paying their remuneration (as fixed by orders 5 and 6 above), costs and expenses from the funds held by the Receivers in accordance with the method described in the "Distribution Process Summary" (Distribution Summary) at pages 53 to 72 of exhibit SLD-1 to the affidavit of Shane Leslie Deane affirmed 17 October 2025.

1. Pursuant to s 90-15 of the IPS, r 39.09(1) of the Rules and in the exercise of the inherent power of the Court, the Receivers are justified and acting reasonably in making an interim distribution from the funds held by the Receivers to the recipients identified and in accordance with the method described in the Distribution Summary.
2. Pursuant to s 488(2) of the Corporations Act, the Receivers be granted special leave to distribute the surplus in the liquidation of each of the fourth, sixth, and seventh plaintiffs (Dalwood Meadows Pty Ltd, Pistorino Investments Pty Ltd, and Piston Holdings Pty Ltd) by making distributions on a pari passu basis to the shareholders of those Companies.
3. Pursuant to s 488(2) of the Corporations Act, the Receivers be granted special leave, or alternatively a under a direction pursuant to r 39.09(1) of the Rules and in the exercise of the inherent power of the Court, to distribute the surplus in the liquidation of each of the first, third, and eighth plaintiffs (Admiral Cove Pty Ltd, Burton Arch Pty Ltd, and Pistorino Nominees Pty Ltd) by making distributions on a pari passu basis to the unitholders of the Admiral Cove Property Trust, 221 Drummond Street Property Trust, and Pistorino Family Trust respectively.
4. Pursuant to reg 5.6.71 of the Corporations Regulations 2001 (Cth), the following requirements be dispensed with:

(a) pursuant to reg 5.6.71(1), that the order authorising distribution of the surplus to a person entitled to it need not have annexed to it a schedule in accordance with Form 551; and

(b) pursuant to reg 5.6.71(2), that the Receivers must send to each person to whom any surplus is distributed a notice in accordance with Form 552.

1. Pursuant to r 1.3 of the Corporations Rules and r 2.04 of the Rules, the requirements of rr 7.9(2) and (3) of the Corporations Rules, that the Receivers publish a notice in accordance with Form 15, be dispensed with.

1. Pursuant to r 90-15 of the IPS and r 39.09(1) of the Rules, the Receivers are justified and acting reasonably in paying the costs and expenses of this application out of the assets of the third plaintiff (being Burton Arch Pty Ltd) and apportioning such costs and expenses amongst the Companies by way of inter-company loan adjustments.
2. The Receivers have liberty to apply for:

(a) their discharge and such other orders the Receivers consider necessary to finalise the liquidations of the Companies and the winding up of the affairs, and distribution of property, of the Trusts; and

(b) any relief pursuant to s 67 of the Trustee Act 1958 (Vic) and/or s 1317S and/or s 1318(2) of the Corporations Act in respect of any liability, including in relation to the application of property of the Trusts or the Companies.

ADMIRAL COVE PTY LTD (ACN 006 462 568) AS TRUSTEE FOR THE ADMIRAL COVE PROPERTY TRUST

BELRIDGE COURT PTY LTD (ACN 066 845 145) AS TRUSTEE OF THE 211 LYGON STREET TRUST

BURTON ARCH PTY LTD (ACN 006 816 691) AS TRUSTEE OF THE 221 DRUMMOND STREET PROPERTY TRUST

DELRICH RIDGE PTY LTD (ACN 072 359 936) AS TRUSTEE OF THE 280 LYGON STREET UNIT TRUST

PISTORINO NOMINEES PTY LTD (ACN 005 404 204) AS TRUSTEE OF THE PISTORINO FAMILY TRUST

REYNOLD TOWNS PTY LTD (ACN 005 936 452) AS TRUSTEE OF THE REYNOLD TOWNS PROPERTY TRUST

541 KING STREET NOMINEES PTY LTD (ACN 006 036 086) AS TRUSTEE OF THE 541 KING STREET UNIT TRUST

SHANE LESLIE DEANE AND NICHOLAS GIASOUMI (RECEIVERS) IN THEIR CAPACITY AS LIQUIDATORS OF THE FIRST TO TENTH PLAINTIFFS

[1] See the schedule of Companies and Trusts at Annexure A to these reasons.

[2] The application was made by way of interlocutory process filed on 30 October 2025.

[3] [2023] VSC 537 ('earlier judgment').

[4] See also the abridged references in the schedule of Companies and Trusts at Annexure A to these reasons.

[5] For ease of reference, and without any intended disrespect, members of the Pistorino family will be referred to by their first names.

[14] The earlier proceedings came to an end on 6 November 2014, following the judgment of Sifris J in Pistorino (by her litigation guardian, Timothy Charles Finemore) v Connell (No 3) [2014] VSC 551 and orders made the same date.

[16] Reynold Towns owned only one half of 60 Puckle Street, with the other half being owned by associated parties.

[17] All cash held by the trustee Companies is held in their respective capacity as trustee. Put differently, no cash is held by the Companies in their own right, except by the non-trustee Companies.

[18] While no cash is held by 541 King Street (whether as trustee or in its own right), it is expected to receive $585,109.91 as a result of the repayment of inter-company loans and unitholder distributions.

[19] On 13 February 2026, Connock J made orders referring the interlocutory process to an Associate Judge for hearing and determination pursuant to r 77.05 of the Supreme Court (General Civil Procedure) Rules 2025 (Vic) and, if required, also pursuant to r 16.1(3) of the Supreme Court (Corporations) Rules 2023 (Vic).

[20] Order of Hetyey AsJ made on 12 November 2025.

[21] Glazier Holdings Pty Ltd v Australian Mens Health Pty Ltd (Supreme Court of New South Wales, Young J, 30 April 1998) 6-7 ('Glazier Holdings'), referring to Davis v Gray [1872] USSC 43; 83 US 203, 217 (1872) and adopted in Mariconte v Batiste [2000] NSWSC 288; (2002) 48 NSWLR 724, 737 (Austin J) ('Mariconte v Batist'). See also McMeckan v Aitken [1895] VicLawRp 32; (1895) 21 VLR 65, 69 (Holroyd J); HN QCV Bottle Tree Village Pty Ltd v QCV Bottle Tree Village Pty Ltd [2018] NSWSC 1807, [69] (Robb J) ('Bottle Tree Village'). The position may be contrasted with a receiver appointed out of court by way of instrument, who is not an officer of the court.

[22] Batrouney v Forster (No 2) [2015] VSC 541, [43]-[44] (Robson J) ('Batrouney v Forster'), citing Roderick Pitt Meagher et al Meagher, Gummow and Lehane's Equity Doctrines & Remedies (LexisNexis, 4th ed, 2002) 907 and State Bank of New South Wales Ltd v Chia [2000] NSWSC 552; (2000) 50 NSWLR 587, [867] (Einstein J).

[23] Glazier Holdings 7. Referred to in Batrouney v Forster [53]; Yunghanns v Candoora No 19 Pty Ltd [No 2] [2000] VSC 300, [82] (Warren J).

[25] Re Anglican Development Fund Diocese of Bathurst (Recs and Mgrs Apptd) [2015] NSWSC 440, [13] (Brereton J) ('Re Anglican Development Fund'); Australian Securities and Investments Commission v Commercial Nominees of Australia Ltd [2002] NSWSC 576, [11] (Barrett J) ('ASIC v Commercial Nominees').

[26] Bottle Tree Village [69]-[70].

[28] See Re Barokes Pty Ltd (in liq) [2020] VSC 555, [31] (Hetyey AsJ) ('Re Barokes'); Re Balsub Pty Ltd (in liq) [2023] FCA 1635 [30(b)], [35] (McEvoy J) ('Re Balsub'), citing One T Development Pty Ltd v Krejci (in his capacity as liquidator of ENA Development Pty Ltd) [2023] NSWCA 120, [33] (Ward P, Leeming and Mitchelmore JJA) ('ENA Development'). See also Michael Murray and Jason Harris, Keay's Insolvency: Personal and Corporate Law and Practice (Lawbook, 11th ed, 2022) [10.335].

[29] El-Saafin v Franek (No 2) [2018] VSC 683, [110]-[111] (Lyons J); Re NR Complex Pty Ltd (in liq) [2023] FCA 614, [43] (Halley J) ('NR Complex').

[32] Ibid [30(a)], citing ENA Development [40], [42].

[33] Ibid [33], citing Bastion v Gideon Investments Pty Ltd (in liq) (No 2) [2000] NSWSC 939; (2000) 35 ACSR 466, 476 (Austin J).

[34] Ibid [32], and the authorities cited there.

[35] Re Ansett Australia Pty Ltd (No 3) [2002] FCA 90; (2002) 115 FCR 409, 428 (Goldberg J); In the matter of Octaviar Administration Pty Ltd (in liq) [2017] NSWSC 1556, [7] (Black J); NR Complex [45]; Re Balsub [32].

[36] See Glazier Holdings 7-8; Mariconte v Batiste [74]-[76]; Re Anglican Development Fund [11]-[14]; ASIC v Commercial Nominees [10]-[11].

[37] [2025] NSWSC 697.

[40] Civil Procedure Act 2010 (Vic) s 18.

[41] Ibid s 24.

[42] Ibid s 25.

[43] Ogilvie v Adams [1981] VR 1041, 1043 (Fullagar J); Michell v Onroad Offroad Pty Ltd [2018] VSC 648, [103] (Digby J).

[44] VL Finance Pty Ltd v Legudi [2003] VSC 57, [39]-[40], [58] (Nettle J).

[45] See Ogilvie v Adams [1981] VR 1041, 1043 (Fullagar J); Re Hayvio Pty Ltd [2011] NSWSC 1125, [10]-[16] (Ward J); P Agardy, The Loan Book - An analysis of the unsecured loan: Elements, proof and recovery (LexisNexis, 2nd ed, 2025) [13.1]-[13.18].

[46] [2012] NSWSC 1215; (2012) 92 ACSR 588, 597.

[47] D Heydon, et al, Meagher, Gummow and Lehane's Equity Doctrines & Remedies (LexisNexis, 5th ed, 2015) 973, citing Bolton v Darling Downs Building Society [1935] St R Qd 237; Sheahan v Carrier Air Conditioning Pty Ltd [1997] HCA 37; (1997) 189 CLR 407, 450-1 (Kirby J).

[49] Ibid, citing Wilton v Commonwealth Trading Bank [1974] 2 NSWLR 96, 99 (Hutley JA , Street CJ and Glass JA agreeing).

[51] See the discussion at 65(a) of the earlier judgment as to the rendering of those companies as bare trustees upon their winding up.

[52] Re Martar Pty Ltd (in liq) and Quinmar Pty Ltd (in liq) [2024] VSC 239, [49] (Hetyey AsJ) ('Re Martar').

[53] Re Go Energy Group Ltd [2019] NSWSC 558, [15], [21]-[22] (Black J) ('Re Go Energy'); Re GMG Victoria Holdings Pty Ltd (In Liq) [2021] FCA 86, [25]-[28] (Greenwood J) ('Re GMG Victoria'); In the matter of Car Parking Solutions Pty Ltd (in liq) [2023] VSC 362, [91]-[92] (Delany J) ('Re Car Parking Solutions').

[54] See Re Bell Group (in liq) [2020] WASC 259, [45] (Hill J) ('Re Bell Group'), citing McGrath & Anor re HIH Insurance Ltd & Ors [2010] NSWSC 404, [29]-[30] (Barrett J).

[55] Re Go Energy [15]; Re Bell Group [45]-[47]; Re Car Parking Solutions [91].

[56] Re Australian Property Custodian Holdings Ltd (in liq) [2021] VSC 51; (2021) 150 ACSR 565, 572 (Sloss J) ('Re Australian Property Custodian Holdings').

[58] Re GMG Victoria [24]; Re Martar [49].

[60] See Re GGA Lifestyle Pty Ltd (Administrators Appointed); ex parte Woodhouse [2019] WASC 167, [23] (Vaughan J) quoted with approval in Re Bell Group [44]; Re Car Parking Solutions [91].

[61] Re Australian Property Custodian Holdings 572.

[63] Being Div 7A of the Income Tax Assessment Act 1936 (Cth).

[64] Income Tax Assessment Act 1936 (Cth), s 109N(2).

[65] Ibid s 109E(5).

[67] Re Bell Group [48] (citations omitted).

[68] Warner (liquidator), in the matter of Sakr Bros Pty Ltd (in liq) [2019] FCA 547, [19] (Griffiths J) ('Sakr Bros').

[69] Cf Re Car Parking Solutions [46]-[48], [92].

[71] See Limitation of Actions Act 1958 (Vic) s 5, concerning the limitation period for the bringing of an action founded on simple contract (such as a debt claim).

[72] See ibid ss 24(3), 25.

[73] [2024] VSC 239.

[74] Ibid [65]. See also Re Barokes [32]-[33] for a more comprehensive discussion of the applicable principles.

[75] Re ACN 004 323 184 Pty Ltd v Spark [2002] VSC 353, [31] (Dodds-Streeton J, as her Honour then was), citing Venetian Nominees Pty Ltd v Conlan; Venetian Nominees Pty Ltd v Conlan; Johnson v Conlan [1998] WASCA 273; (1998) 20 WAR 96.

[76] Ibid, cited in Re Tauro Capital Pty Ltd (in liq) [2024] VSC 69, [18] (Caporale JR).

[77] Re Barokes [33], citing Re Twenty-Seventh Android Pty Ltd [2019] VSC 563, [21] (Matthews JR, as her Honour then was).

[78] Re Graziers' Investment Company Limited (in Liquidation) and GIC Holdings Pty Ltd [2020] VSC 8, [28] (Hetyey JR, as his Honour then was) ('Re Graziers').

[80] Re Fearndale Holdings Pty Ltd (admin apptd) (recs & mgers apptd) [2020] NSWSC 901, [38] (Black J); Re Sakr Nominees Pty Limited [2017] NSWSC 668, [29] (Black J).

[81] In the matter of M & J Super Fund Pty Limited (in liquidation) [2021] NSWSC 279, [16] (Williams J) ('Re M & J Super Fund'); Re Peak Invest Pty Ltd [2022] NSWSC 1288, [98]-[99] (Williams J) ('Re Peak Invest'); James O'Donovan, Company Receivers and Administrators (Thomson Reuters, 2026 (online version)) [25.60] ('Company Receivers and Administrators').

[82] Re Metal Storm Ltd [2015] NSWSC 1699, [11] (Black J).

[83] [2017] NSWSC 540 ('Re Banksia Securities').

[84] Ibid [39], citing Ide v Ide [2004] NSWSC 751; (2004) 184 FLR 44, 49-50 (Young CJ in Eq).

[85] Anderson Group Pty Ltd; Mann v Anderson [2002] NSWSC 764, [12] (Barrett J, as his Honour then was); Re Banksia Securities [41]; Re Sunraysia Roofing Pty Ltd [2020] VSC 724, [15]-[16] (Matthews JR, as her Honour then was) ('Re Sunraysia Roofing').

[86] Sanderson, as liquidator of Sakr Nominees Pty Ltd (in liq) v Sakr [2017] NSWCA 38; (2017) 93 NSWLR 459 470 (Bathurst CJ, with whom Beazley P, Gleeson JA , Barrett AJA and Beach AJA agreed) ('Sakr'); Re Banksia Securities [44].

[88] In the Matter of Say Enterprises Pty Ltd [2018] NSWSC 396, [6] (Brereton J, as his Honour then was).

[90] [2017] NSWCA 38; (2017) 93 NSWLR 459.

[93] Because a receiver is not an 'external administrator', as defined by ss 5-5 and 5-20 of the IPS.

[95] Re M & J Super Fund [16]. See also Re Sunraysia Roofing [19].

[96] See Re Wine National Pty Ltd: James Estate Wine Pty Ltd and Liquor National Pty Ltd [2016] NSWSC 4, [56] (Black J) ('Re Wine National'); Re Idylic Solutions Pty Ltd [2018] NSWSC 700, [20] (Black J) ('Re Idylic Solutions'). Re Angstrom Assets Pty Ltd (in liq) [2014] NSWSC 1779, [5] (Black J) ('Re Angstrom') in respect of the predecessor sections; Re Graziers [78]-[79] in respect of the IPS. Both ss 425(8) of the Corporations Act and 60-12 of the IPS specifically contemplate the fixing of remuneration for work 'likely to be performed.'

[97] See Re Idylic Solutions for an example of prospective remuneration awarded to Court-appointed receivers.

[98] See Re Angstrom [8]; Poulter in his capacity as liquidator of Haulton Construction Services Pty Ltd (in liq) v Haulton Construction Services Pty Ltd (in liq) [2013] VSC 366, [49] (Gardiner AsJ); Re Idylic Solutions [14], [20]; Chen v Chen (2024) 385 FLR 125, 139 (Wilson J).

[99] Australian Securities and Investments Commission v A One Multi Services Pty Ltd (No 2) (2022) 166 ACSR 26, 39 (Downes J). See also Company Receivers and Administrators [25.60].

[100] Re Henry Walker Eltin Group Ltd (in Liq) (No 4) [2015] FCA 656, [16] (Yates J) ('Re Henry Walker'); Re Wine National [56]; Re Idylic Solutions [14], [20].

[101] Jennifer Helen Papadam v Smidam Pty Limited [2022] NSWSC 629, [49]-[50] (Williams J).

[102] See Re Angstrom [8], and the authorities referred to there; Re Henry Walker [13], [16].

[103] See Re Angstrom [8]; Re Idylic Solutions [2016] NSWSC 1292; (2016) 115 ACSR 581, 607 (Black J).

[104] Australian Securities and Investments Commission v Letten (No 9) [2010] FCA 1459, [15]-[17] (Gordon J).

[105] Australian Securities and Investments Commission v Letten (No 21) [2013] FCA 744, [17] (Gordon J).

[106] The same quantum of remuneration was claimed by the Receivers at the time of filing their interlocutory process on 30 October 2025.

[107] [2019] VSC 523.

[109] Deputy Commissioner of Taxation v Starpicket Pty Ltd (No 2) [2013] FCA 699, [12]-[13] (Gordon J).

[110] Re Hayes, in the matter of Henry Walker Eltin Group Ltd (subject to deed of company arrangement) (No 2) [2014] FCA 30, [13] (Yates J).

[111] See also Re Hastie Group Limited (in liq) [2025] VSC 837, [22] (Hetyey AsJ).

[112] The precise amount of the discounts Mr Deane has applied appears to be unstated.

[113] These percentages are extrapolated from Annexure J to the May 2025 remuneration report which provides estimates of the time proposed to be spent by the various operators throughout the third claim period by reference to each of Reynold Towns, the Reynold Towns Property Trust and the remaining Companies and Trusts. A later table provided as an annexure to Mr Deane's 9 February 2025 affidavit provides updated time estimates for the third claim period in respect of the Reynold Towns Property Trust, Dalwood Meadows, Piston Holdings and Pistorino Investments and suggests that each of Mr Deane and Mr Jackson will spend approximately 22% of the total time projected, while approximately 50% of the time is accounted for by Mr Colreavy.

[114] Similar tasks were performed by Ms McCleery and Mr Jackson in a number of the other external administrations.

[115] Similar tasks were performed by Mr Jackson in a number of the other liquidations.

[116] As noted earlier, these percentages are taken from Annexure J to the May 2025 remuneration report. Updated information provided as part of Mr Deane's 9 February 2025 affidavit also suggests an efficient allocation of work.

[117] In the matter of Say Enterprises Pty Ltd [2018] NSWSC 396, [6] (Brereton J, as His Honour then was).

[119] [2012] NSWSC 1426, [55], citing Re Application of Sutherland [2004] NSWSC 798; (2004) 50 ACSR 297; Re Parbery & Ors (as liquidators of Trio Capital Ltd (in liq)) [2012] NSWSC 597; (2012) 88 ACSR 700.

[120] Re Peak Invest [98]-[99]; Re M & J Super Fund Pty Ltd [16]. See also Company Receivers and Administrators [25.60].

[121] [1933] HCA 2; (1933) 48 CLR 171.

[123] Re Yanollee Pty Ltd (in Liq) [2006] NSWSC 705, [12] (citing Birch v Cropper (1889) 14 App Cas 525, 543 (Lord Macnaghten)), [16] (Barrett J); Lombe as Liquidator of Ulicorp Pty Ltd [2009] NSWSC 536; (2009) 74 NSWLR 669, 671 (Barrett J).

[124] [2024] VSC 202 ('Re Cameron Lane').

[125] Ibid [26] (citations omitted).

[127] Carter Holt Harvey Woodproducts Australia Pty Ltd v Commonwealth [2019] HCA 20; (2019) 268 CLR 524, 578-82 (Gordon J), 564 (Bell, Gageler and Nettle JJ) ('Carter Holt').

[128] Cremin, re Brimson Pty Ltd (in liq) [2019] FCA 1023; (2019) 136 ACSR 649, [49], [51] (Moshinsky J); Carter Holt, 588-9 (Gordon J); Re Pako Supermarkets Pty Ltd (in liq) [2020] VSC 487, [57]-[58] (Connock J).

[129] Knight, re Second ICO Pty Ltd (in liq) [2020] FCA 608; (2020) 144 ACSR 329; Spooner, re Wengen Pty Ltd (in liq) [2022] FCA 863.

[130] Re Jay-O-Bees Pty Ltd (in liq); Rosseau Pty Ltd (in liq) v Jay-O-Bees Pty Ltd (in liq) [2004] NSWSC 818; (2004) 50 ACSR 565, 583 (Campbell J, as his Honour then was) ('Re Jay-O-Bees'); Re McGrath (in their capacity as liquidators of HIH Insurance Ltd) [2018] NSWSC 1886; (2018) 133 ACSR 338, 343-4 (Brereton J, as his Honour then was) ('Re McGrath').

[131] Re McGrath [14]; Re Jay-O-Bees, 583.

[132] Re Lord (as liq of Silverline Technologies Pty Ltd) [2005] NSWSC 620; (2005) 192 FLR 261, 268 (Barrett J).

[134] See Saeco South Australia Pty Ltd (in liq) [2021] FCA 1204, [21] (Cheeseman J) ('Saeco').

[135] See also Saeco [24], and the authorities referred to there.