RE QUINTIS (AUSTRALIA) PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED) & ORS [No 3] [2025] WASC 248 (23 June 2025)

Plaintiffs' costs to be costs in the receivership of three Quintis Group entities

Interested Party's costs to be costs in the liquidation of three Quintis Group entities

1. These reasons concern the costs of an application made on behalf of Daniel Hillston Woodhouse, Hayden White and John Park, as joint and several receivers and managers of nine Quintis entities, for directions under s 424 of the Corporations Act 2001 (Cth), and for declarations pursuant to the Court's inherent jurisdiction and s 25(6) of the Supreme Court Act 1935 (WA): Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [2025] WASC 248. For the reasons published, directions and declarations were made in the form reproduced at sch A to these reasons. The nine Quintis entities are identified in the first schedule to the orders at sch A.
2. In these reasons, I again refer to Messrs Woodhouse, White and Park as the Receivers, and the nine entities collectively as the Quintis Group entities. These reasons must be read with the reasons delivered on 23 June 2025.
3. By the application, the Receivers moved for and obtained directions and declarations concerning the right, title or interest in five land titles owned by Quintis Group entities, and Scheme Trees on that land.[1] The Receivers also moved for and obtained a direction for the purpose of securing clear title to the five land titles (which would involve the surrender of leases and subleases and the withdrawal of caveats);[2] a direction regarding the sale of the five land titles and the Scheme Trees on that land;[3] a direction regarding the application of proceeds of sale of the five land titles;[4] and declarations concerning the application of proceeds of sale from the sale of Scheme Trees on the five land titles and the Voyager Land.[5]
4. The declaration sought concerning the application of proceeds of sale from the sale of Scheme Trees on the Voyager Land was an application made further to the directions given on 18 July 2024 pursuant to s 424 of the Corporations Act.[6]
5. In addition to the Receivers, persons with an interest in the proceeding (the Liquidators) and certain defendants were heard with respect to the application (the Represented Defendants), and these reasons also concern their costs. The orders made on 23 June 2025 recorded that the costs of the application were reserved,[7] in circumstances where all parties who participated in the hearing sought to be heard as to costs.[8]
6. After being briefly heard on 23 June 2025 and later filing written outlines of submissions, no party sought for the application to be relisted for further oral submissions, each communicating with chambers that they were content for the issue of costs to be determined on the papers (save that if the Court were minded to make a costs award favourable to the Represented Defendants, the Receivers pressed for such costs to be verified by way of affidavit, and then subject to what that verification disclosed, the Receivers would seek to be heard on quantum).[9]

Overview of the parties' respective positions as to costs The Receivers

1. As to costs, in the interlocutory process the Receivers moved for an order that their costs of, and incidental to, the application be costs and expenses in the receivership of Sandalwood Properties Ltd (receivers and managers appointed) (in liquidation), Quintis Leasing Pty Ltd (in liquidation) (receivers and managers appointed), and Quintis Forestry Pty Ltd (receivers and managers appointed) (in liquidation).[10]
2. At [341] of the published reasons, the following preliminary view was recorded as to the Receivers' costs:

As to costs, in the interlocutory process the Receivers moved for an order that their costs of, and incidental to, the application be costs and expenses in the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd. Subject to any party now seeking to be heard with respect to costs, it is my preliminary view that in the circumstances, such an order would be appropriate. While the application was pressed by the Receivers of all Quintis Group entities, there is no basis to conclude that the costs ought to be borne by the other Quintis Group entities.

1. Counsel on behalf of the Receivers was heard on 23 June 2025 with respect to costs,[11] and the Receivers' position was further articulated in the responsive outline of submissions filed on 30 June 2025.
2. On 23 June 2025 counsel for the Receivers did not seek to be heard further with respect to the preliminary view that had been recorded at [341] of the published reasons.[12] Nor did the Receivers move for an adverse cost order against the Represented Defendants.[13] While the making of a costs order in favour of the Liquidators was supported,[14] the Receivers opposed the recovery by the Represented Defendants of their costs from the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd. By way of overview, I note that in opposition to the making of such an order in favour of the Represented Defendants, it was submitted that:

(a) the secured creditor was not likely to recover the whole of the secured debt;[15]

(b) the application had to be made in circumstances where the Represented Defendants, with others, had asserted various interests, but were in the end unsuccessful in maintaining that claim;[16]

(c) while it was accepted the grant of declarations was aided by there being a contradictor, the involvement of the Represented Defendants was not dispositive;[17] and

(d) while the stance taken by the Represented Defendants to the application was adversarial, an adverse costs order was not pressed.[18]

1. This proceeding was said to be adversarial because it concerned the competing positions of the Receivers and the Growers with respect to proprietary interests in the property used in conjunction with the Quintis Managed Investment Schemes. Further, it was said that the contentions advanced by the Represented Defendants were based on their commercial interests rather than what was in the interests of the receiverships, and save for the assertion of proprietary interests in the property the subject of the receivership, the application would not have been brought.[19] In other words, the Receivers maintained that the issue was not before the Court independently of the actions of the Represented Defendants, but rather because of the actions of the Represented Defendants and other Growers.[20]
2. It was noted that, based on the principled reasoning of Colvin J in Preston, in the matter of Sandalwood Properties Ltd (No 2), costs should follow the event, and the Represented Defendants ought to pay the plaintiffs' costs of the application. Despite this, such an order was not pressed. Instead, it was the position of the Receivers that the Represented Defendants ought bear their own costs.
3. At the hearing on 23 June 2025, I indicated that if the Represented Defendants were to move for their costs, I would be minded to fix an amount.[21] As is noted below, the Represented Defendants did move for a costs order in their favour and indicated an amount ($105,000), which the Receivers submitted was excessive.[22]

1. As was recorded in the published reasons, the process of winding up the ten managed investment schemes of the Quintis Group entities had been managed by Richard Tucker and Scott Kershaw in their capacity as the joint and several voluntary administrators of Sandalwood Properties Ltd (the responsible entity of each of the Quintis Managed Investment Schemes), and as at the hearing of the application continued to be managed by them in their capacity as joint and several liquidators. The process was not then complete.[23]
2. Messrs Tucker and Kershaw as joint and several liquidators of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd, and Quintis Forestry Pty Ltd, filed a notice of appearance and appeared at the hearing of the application through counsel as persons with an interest in the proceeding. The Liquidators did not seek to be joined as defendants.[24]
3. On 23 June 2025 counsel for the Liquidators was heard briefly with respect to costs,[25] and the Liquidators' position was further articulated in the outline of submissions filed on 27 June 2025.
4. The Liquidators:

(a) did not oppose the costs order sought on behalf of the Receivers (that is, that the Receivers' costs of and incidental to the application be costs and expenses of the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd, and Quintis Forestry Pty Ltd);

(b) sought an order that the Liquidators' costs be costs and expenses of the liquidation of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd, and Quintis Forestry Pty Ltd; and

(c) submitted that the Represented Defendants ought bear their own costs.[26]

1. As to the costs of the Represented Defendants, it was submitted that irrespective of whether the application was one which concerned subject matter that was required to be resolved as part of the administration of the receivership or the application arose from the conduct of the defendants (as counsel for the plaintiffs had submitted at the judgment hearing),[27] the Represented Defendants' participation in the application went beyond the role of a proper contradictor, which is to assist the Court to address the issues necessary to provide proper and appropriate judicial advice to the party seeking directions.[28] Counsel for the Liquidators instead characterised the position adopted by the Representative Defendants as adversarial, having opposed the directions and declarations sought by the plaintiffs. In such circumstances, it was submitted that the Court's approach to costs ought be that which would apply to adversarial litigation, that is where costs follow the event.[29]
2. Counsel for the Liquidators pointed out that the Represented Defendants had been wholly unsuccessful in their opposition of the application, and it was submitted that they should not be awarded costs that would have the effect of permitting them to 'jump the queue' and rank ahead of other creditors. In this regard, it was noted that a statutory distribution waterfall exists at s 556(1) of the Corporations Act, which sets out the priority of the payment of debts and claims; and the defendants should not be allowed to have their costs be paid in priority to other claims and secured debts in circumstances where the creditors of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd could not expect to be fully repaid in any event.[30]

1. As was also recorded in the published reasons, the Receivers named over 2700 individuals and companies as defendants to the application made by the filing of an interlocutory process in an existing proceeding (known as COR 62 of 2024).[31] Those named were Paul Begley, Shirley Spencer as executor of the deceased estate of Colin Spencer, Gregory Brudenell, and each person and entity listed in the schedule to the interlocutory process titled 'MIS Investors'.[32] By an order made on 20 September 2024 pursuant to the Rules of the Supreme Court 1971 (WA) O 18 r 6, each person that was described as a defendant in the interlocutory process was joined as a defendant to the proceeding.[33]
2. In his sixth affidavit, Mr Woodhouse noted that claims had been made by Scheme Investors in the Scheme Trees.[34] On behalf of the Receivers it was also observed that some 215 registrations had been made by Scheme Investors in the Personal Property Securities Register (PPSR) against one or more Quintis Group entities, claiming an interest in Scheme Trees, or in the proceeds of sale of the Scheme Trees.[35]
3. Notices of appearance were filed on behalf of the following defendants:

(a) the Sandalwood Growers Co-op Limited ABN 68 126 953 072, in which Sandalwood Growers Co-op Limited was described as being 'a Cooperative under the Co‑operatives Act 2009 having members who are growers in this action';[36]

(b) Kenneth Williams and Peta Williams, in which Mr and Ms Williams were described as being 'Growers G1‑0694 and named as a defendant';[37] and

(c) Kennpet Pty Ltd ACN 085 043 885, in which Kennpet Pty Ltd was described as being 'Grower G1‑0762'.[38]

1. While Sandalwood Growers Co-op Limited, Mr and Ms Williams and Kennpet Pty Ltd were each represented by the same firm of solicitors in the proceeding, only Mr and Ms Williams and Kennpet Pty Ltd sought to be heard through their common counsel at the hearing of the Receivers' application.[39] In the published reasons and in these reasons I refer to Mr and Ms Williams and Kennpet Pty Ltd as the Represented Defendants.
2. Counsel on behalf of the Represented Defendants was also briefly heard on 23 June 2025 with respect to costs,[40] and the position of the Represented Defendants was further articulated in the outline of submissions filed on 27 June 2025, and the responsive outline of submissions filed on 1 July 2025.
3. By a communication received on 23 July 2025, Mizen+Mizen (the firm on the record for Sandalwood Growers Co-op Limited, Mr and Ms Williams and Kennpet Pty Ltd) informed the Court that Mizen+Mizen was:[41]

(a) appointed by Sandalwood Growers Co-operative (SGC) on 18 September 2024 to act for it in relation to the Plaintiffs' Application; and

(b) authorised by the Represented Defendants on 19 September 2024 to enter an appearance for each of them in the Plaintiffs' Application on the relevant bases that:

(i) SGC would carry the conduct of their response to that Application;

(ii) SGC would be responsible for any costs in conducting that response; and

(iii) the Represented Defendants could, at any time, instruct [the] firm to cease acting for them.

1. The Represented Defendants sought to recover their costs from the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd, fixed at $105,000, or in the alternative a portion thereof.[42] In summary, in support of such an outcome it was submitted that:

(a) the making of such an order was within power, albeit it remained a matter of discretion;[43]

(b) the default position is that a representative party who acts reasonably (even if unsuccessful, as here) in bringing or defending proceedings in the administration of a fund (for example, a trust or receivership) is entitled to have his or her costs on an indemnity basis paid out of that fund. In this case, there were some 2,700 named defendants to the interlocutory application, but it was only the Represented Defendants who sought to protect the interests of that class as regards the interlocutory application, and the Represented Defendants' function was that of a representative party, that is, a proper contradictor to the directions and orders sought;[44]

(c) the interlocutory application was brought by the Receivers for their own benefit, as they sought the protections of a direction under s 424 of the Corporations Act as regards the Scheme Trees and Relevant Land Assets. Having used s 424 to invoke this Court's jurisdiction, they sought declarative orders as to the right, title and interest in the same. By contrast, the commencement of the interlocutory application was not the Represented Defendants' choice;[45]

(d) if the application was necessary in any event, then it could not be the fault of the defendants.[46] This was not a case where the application under s 424 would not have been required at all had it not been for very specific actions taken by the defendants;[47]

(e) the breadth, and nature, of the orders sought by the Receivers made the active involvement of a proper contradictor necessary (having also sought orders declaratory of substantive rights that were intended to have binding effect on some 2,700 defendants). In this regard, it was submitted that it was important, and fairer to all parties, for the plaintiffs' case to be tested lest it take the full benefit of the impugned assets with no one to put an argument to the contrary,[48] and it was noted that the involvement of the Represented Defendants, as contradictor to protect the interests of all defendants, was a clear factor in the Court's discretionary reasoning in this case;[49]

(f) the conduct of the Represented Defendants was reasonable and considered in the circumstances.[50] In this regard, it was submitted that the Represented Defendants only raised limited substantive legal issues grounded primarily on the proper construction of the various instruments that gave effect to the relevant schemes, which issues were relevant to the position of some 2,700 investors, the answers to which were 'not straightforward' and involving 'real complexity',[51] and were required to be traversed for the plaintiffs to obtain the directions and orders which they were seeking.[52] Further, it was submitted that the Represented Defendants complied with the timetabling and programming of the interlocutory application in all respects, adduced no additional evidence but limited their involvement to legal questions, and made various appropriate factual and legal concessions;[53]

(g) the mere fact that the Represented Defendants acted as a contradictor in no way resulted in their involvement being characterised as adversarial given the matters outlined above, and if contestation sufficed to characterise proceedings as adversarial there would be no role left for a proper contradictor;[54] and

(h) the issues of 'leapfrogging' creditors raised on behalf of the Liquidators are irrelevant because if the Represented Defendants are found to have acted reasonably as a proper contradictor in the administration of a fund, then the costs sought are characterised properly as costs in the receivership and will rank on that basis.[55]

1. As to the Receivers' costs, I did not consider there to be a basis for the making of an order that they bear their own costs. The application (which did not come about by reason of any oversight on the part of the Receivers) was successful, and the requested directions and declarations were made in circumstances where:

(a) the Relevant Land Assets and the Scheme Trees on the same were affected by claims asserted by Scheme Investors, in a context where the Relevant Land Assets were then owned by Quintis Group entities and contained plantations of Scheme Trees;

(b) the Scheme Trees on the Voyager Land were also affected by the claims asserted by Scheme Investors, in a context where the Voyager Land then contained (or in the case of Lot 257 had contained) plantations of Scheme Trees;[56]

(c) Mr Woodhouse had deposed to his belief that without the declaratory relief and the directions sought in the application, the Receivers would not be able to enter into any binding sale agreement with any prospective purchaser(s) in respect of the Relevant Land Assets, principally due to concerns that the Receivers may be exposed to claims from Scheme Investors to the effect that Scheme Investors held a valid and enforceable interest in the Scheme Trees and/or the Relevant Land Assets (even if those claims ultimately lacked merit); and

(d) Mr Woodhouse had deposed to his belief that based on his experience, he was concerned that without the requested declarations and directions, prospective purchasers would likely be deterred from bidding, and sale would be more difficult.[57]

1. The Receivers took a reasonable and considered approach to the issues raised (including those pressed by the Represented Defendants at the hearing of the application).
2. As to which of the Quintis Group entities ought bear the Receivers' costs, my preliminary view was recorded in the reasons for decision at [341], and after considering the respective positions of the Receivers, the Liquidators and the Represented Defendants, I maintain that view. No submission was made promoting an alternative. The Receivers' costs of, and incidental to, the application ought be costs and expenses in the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd. While the application was pressed by the Receivers of all Quintis Group entities, there was no basis to conclude that the costs ought to be borne by the other Quintis Group entities.

1. The position of the Liquidators with respect to the application was summarised at [166] to [167] of the published reasons. While the Liquidators did not take an active role in the dispute between the Receivers and the Represented Defendants as to whether the Scheme Investors held an interest in the Relevant Land Assets and Scheme Trees (ventilated in the proceeding), the Court had the benefit of understanding the Liquidators' position with respect to their willingness to assist the Receivers with the execution and lodgement of certain documents at the relevant land titles offices (where necessary), and their possible hesitancy in doing so if the relief granted did not extend to the making of a direction pursuant to s 424 of the Corporations Act that the Receivers would be justified and acting properly in executing, and/or causing the execution by (as appropriate) Sandalwood Properties Ltd and Quintis Leasing Pty Ltd (in each case in their own right and not as trustees of any trust), the deeds of surrender in substantially the form of annexure A and annexure B to the interlocutory process and the withdrawal of caveats substantially in the form of annexure C to the interlocutory process (as appropriate in the circumstances).[58]
2. No submission was made opposing the Liquidators' proposed costs order. I considered in all of the circumstances the (albeit limited) involvement of the Liquidators to have been reasonable and of assistance to the Court. On the part of the Liquidators, there was some indication of the utility in the making of the directions,[59] and the election not to further engage in the controversy was suitably measured and appropriate given the Liquidators' interest.
3. The Liquidators' costs of, and incidental to, the application ought be costs and expenses in the liquidation of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd.

1. The remaining matter to be determined is whether the Represented Defendants ought be entitled to recover their costs of, and incidental to, the plaintiffs' application as costs and expenses in the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd.

Principles concerning costs in cases of judicial advice

1. Counsel for the plaintiffs and the Represented Defendants both referred to the decision of Colvin J in Preston, in the matter of Sandalwood Properties Ltd (No 2), and his Honour's outline of the settled principles concerning costs in cases of judicial advice.[60]
2. After noting the approaches adopted by Hansen J in Farrow Finance Co Ltd (in liq) v ANZ Executors & Trustee Co Ltd (1997) 23 ACSR 521 at 526 to 527; by Campbell JA (McColl JA agreeing) in BE Australia WD Pty Ltd v Sutton [2011] NSWCA 414; (2011) 82 NSWLR 336 at [212] to [214]; and in the authorities collected by Finkelstein J in Australian Securities and Investments Commission, in the matter of GDK Financial Solutions Pty Ltd (in liq) v GDK Financial Solutions Pty Ltd (in liq) (No 4) at [8] to [10], Colvin J made the following observations:[61]

Where the application for directions concerns a subject matter that must be resolved as part of the administration of a receivership such that the costs may be viewed as costs of the receivership, then that is a matter that may warrant the costs of a party being fully indemnified out of the assets in the hands of the receivers. This is especially so where a party's participation has been, in effect, as a proper contradictor and the proceedings do not have the character of true adversarial litigation: as to these matters see Gothard v Davey (No 2) at [55]-[57]. Also relevant may be the approach taken by receivers on the application and the extent to which they took a considered approach to the issues raised on the application for directions: Bredenkamp v Gas Sensing Technology Corporation, in the matter of Welldog Pty Ltd (In Liq) (Receivers and Managers Appointed) (No 2) [2017] FCA 1125.

Therefore, if a party's participation is adversarial in the sense that it goes beyond that which is necessary in order to present the facts and address the issues so as to enable the court to provide advice for the purposes of the administration being conducted (in this case the receivership) then the approach to costs that applies to adversarial litigation should be applied. This is all the more so where the intervener participates to agitate a claim or position that has arisen from steps taken by the intervener.

On the other hand, if a party participates as a proper contradictor solely for the purpose of assisting the court in addressing the issues necessary to provide proper and appropriate judicial advice to the party seeking directions, then the approach to costs on applications concerning the administration of a trust, estate or fund should be applied. In such cases it is usual for all parties properly participating to be entitled to their costs on an indemnity basis paid out of the trust, estate or fund on the basis that they are costs of due administration.

Further, having regard to the views expressed by the Court of Appeal in BE Australia WD Pty Ltd v Sutton, the proper approach does not depend upon whether the issue raised is a complex one. Costs on an application for directions that raise complex matters that are dealt with in an adversarial way should be dealt with according to the principle that generally the discretion as to costs is to be exercised in favour of the successful party.

Also, in an appropriate case, where directions by way of judicial advice are sought and the matter is not complex, a party who appears to oppose the directions in a manner that is not adversarial may nevertheless be exposed to the risk of a costs order. This is because, in such a case, the proper administration of the receivership is not advanced by a party who intervenes where the issue is relatively simple, and the issue can be dealt with by the court without the assistance of a proper contradictor. I take this to be the thrust of the concern behind the general principles stated by Hansen J in Farrow Finance which I have quoted above.

For completeness, I note that none of these principles bear upon the extent to which the party seeking advice may recover the costs of seeking directions (including any costs awarded against that party) from the trust, estate or fund being administered. That is an issue which does not arise here.

1. The submissions made with respect to the costs of the Represented Defendants revealed that all parties properly proceeded on the basis that the award of costs is discretionary, which discretion must be exercised judicially. There was no controversy as to the principles to be applied. While the Receivers and the Liquidators opposed the making of an order that the costs incurred by the Represented Defendants in defending the application be costs and expenses in the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd, the controversy as between the parties as to the Represented Defendants' costs concerns the proper characterisation of the position adopted by the Represented Defendants in the proceeding and the application of established principles to the particular circumstances of this case.
2. In the particular circumstances of this case, I found it to be appropriate that the Represented Defendants bear their own costs of, and incidental to, the plaintiffs' application. In so finding, I had regard to the following.
3. The application for directions concerned a subject matter that was required to be resolved as part of the administration of the receiverships of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd. Declarations were also sought and obtained. On behalf of the Represented Defendants it was noted that they alone sought to protect the interests of the some 2,700 named defendants as regards the interlocutory application, and it was submitted that the Represented Defendants' function was that of a representative party, that is, a proper contradictor to the directions and declarations sought.
4. However, the circumstances of this case included those recorded at [27] of these reasons. The need for directions and the declarations sought and obtained came about by reason of claims that had been made.
5. As to those claims:

(a) in the submissions filed on behalf of the plaintiffs in advance of the hearing of the application, it was noted that a number of Scheme Investors had asserted claims in respect of the Scheme Trees on the Relevant Land Assets and the Voyager Land, including Mr Caling, Sandalwood Growers Co-op Limited, and others, as had been detailed in Mr Woodhouse's sixth affidavit;[62]

(b) in his fourth affidavit Mr Woodhouse deposed that Scheme Investors had notified an alleged interest in the Scheme Trees on the Voyager Land in correspondence with the Receivers and/or by registering a purported security interest on the PPSR;[63] and

(c) in his fourth affidavit Mr Woodhouse deposed to his belief that as at about 27 March 2024, approximately 215 PPSR registrations had been lodged against the Quintis Group Companies, some of which Mr Woodhouse believed were made by Scheme Investors claiming an interest in Scheme Trees, in 'tree investments' or in the proceeds of sale from Scheme Trees.[64]

1. Having regard to the affidavit evidence, I accepted that it was not the case that the application would not have been required at all had it not been for the specific actions taken by the Represented Defendants. Rather, the Receivers were faced with claims that had been agitated by various Scheme Investors and the Sandalwood Growers Co‑op Limited. In that context, and in light of the belief that was held by Mr Woodhouse (see [27(c)] and [27(d)] above), the Receivers prudently made the application.
2. Nevertheless, the Represented Defendants did participate in the proceeding so as to agitate, defend and develop a position that had previously been agitated by various Scheme Investors. They did so in circumstances where (it is now disclosed that) Sandalwood Growers Co‑op Limited had agreed to carry the conduct of their response to the application and agreed that it would be responsible for any costs in conducting that response.[65]
3. Directions and declarations were sought by the Receivers from the outset. The Represented Defendants (with others) were made and joined as defendants to the proceeding. I accept that the defendants were necessary parties to the proceeding if it was to have utility in resolving the claims made. The controversy remained a real one, was agitated in the proceeding, remained ripe and had to be determined so that the sale process could proceed.[66]
4. Properly understood, the role adopted by the Represented Defendants in this proceeding was not as contradictors engaged solely for the purpose of assisting the Court in addressing the issues necessary to provide proper and appropriate judicial advice to the Receivers. While directions were sought, so too were declarations, and both were defended as adversary litigation by parties at arm's length.
5. Indeed, as was recorded in the published reasons, as a threshold matter (but one which went beyond a question of form), it was the Represented Defendants' position that a proceeding under s 424 of the Corporations Act was not an appropriate vehicle to determine finally the rights of the Represented Defendants and, by extension, the Scheme Investors in the relevant Quintis Managed Investment Schemes.[67] Indeed, at the hearing of the application counsel for the Represented Defendants submitted that this was principally a proceeding which sought declarations as to rights.[68]
6. While there was real complexity in the issues agitated, I recorded that I did not consider that it would be appropriate to exercise discretion so as to refuse to grant relief in all of the circumstances by reason of the form by which the controversy came before the Court. The Represented Defendants were not in any way curtailed in putting on evidence because of the circumstances in which the application came before the Court.[69] They participated so as to defend their interests (and in doing so, those of the other defendants).
7. Once the application was made and the 2700 individuals and companies named in the interlocutory process were joined as defendants, the Represented Defendants maintained that the orders sought by the Receivers relating to the sale of the Scheme Trees and the Relevant Land Assets should not be made. (That is, opposed the directions and declarations sought.)
8. In addition to the threshold matter, it was the Represented Defendants' position that the Scheme Trees and the leases and subleases which covered the entirety of the ground on which the Scheme Trees and Relevant Land Assets were situated, were trust assets. The Represented Defendants also maintained that if the Scheme Trees and lease and subleases were not trust assets held for the Growers, then they were subject to an equitable lien in favour of the Growers.[70]
9. For the reasons published, I did not accept the contentions raised by the Represented Defendants in opposition to the application. Among other things, I did not accept that:

(a) the Scheme Trees and the various leases and subleases that covered the land that comprised the Relevant Land Assets were trust assets;

(b) if the relevant rights to the Scheme Trees and leases and subleases were not trust assets held for the Growers, then they were subject to an equitable lien in favour of the Growers (imposed where it would be unconscionable for one party to retain the benefit of improvement without compensating the other); and

(c) in all of the circumstances, it would be unconscionable or unfair for the 'Lessor' or owner of the Relevant Land Assets to retain the benefit of the 'improvement' (that is the Scheme Trees) without compensating the Growers.

1. As was the case in Preston, in the matter of Sandalwood Properties Ltd (No 2), this case was to be contrasted with one where the parties with an interest in a trust or fund that is being administered intervene to assist the Court in resolving complex legal issues as to the administration of the trust or fund.
2. While the affidavits filed in the application were extensive, and the submissions made raised matters of some complexity, in the context of scheme structures which were complex, this also was not a case where there was uncertainty as to the meaning of agreements that arose independently of the conduct of the parties.[71]
3. For completeness I note that no criticism was made of the Represented Defendants as to the manner in which they opposed the directions and declarations sought. In that regard, there was no conduct which weighed against their recovery of their costs.
4. However, in all of the circumstances, I considered that the application was adversarial in nature. Consistent with this finding, the Represented Defendants had pressed as a threshold matter (but one which went beyond a question of form), that a proceeding under s 424 of the Corporations Act was not an appropriate vehicle to determine finally the rights of the Represented Defendants and, by extension, the Scheme Investors in the relevant Quintis Managed Investment Schemes.[72] The Represented Defendants raised an adversarial position and were wholly unsuccessful in relation to the same. While the Receivers did not press for an adverse costs order, I did not consider the Represented Defendants' costs as being costs of the receivership, which might have warranted the costs of the Represented Defendants being met (in whole or part) from the assets in the hands of the Receivers.

1. For these reasons, orders will be made in substantively the following terms:
   1. The plaintiffs' costs of, and incidental to, the plaintiffs' application be costs and expenses in the receivership of Sandalwood Properties Ltd (receivers and managers appointed) (in liquidation), Quintis Leasing Pty Ltd (in liquidation) (receivers and managers appointed), and Quintis Forestry Pty Ltd (receivers and managers appointed) (in liquidation).
   2. The Interested Party's costs of, and incidental to, the plaintiffs' application be costs and expenses in the liquidation of Sandalwood Properties Ltd (receivers and managers appointed) (in liquidation), Quintis Leasing Pty Ltd (in liquidation) (receivers and managers appointed), and Quintis Forestry Pty Ltd (receivers and managers appointed) (in liquidation).
   3. The Represented Defendants will bear their own costs of, and incidental to, the plaintiffs' application.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.

[1] See orders 1 - 4 of the orders made on 23 June 2025, reproduced at sch A to these reasons. The sandalwood trees grown on the land that was the subject of the Quintis Managed Investment Schemes were described as the Scheme Trees. The five land titles were formerly used to grow plantations of sandalwood trees for Quintis Managed Investment Schemes (the relevant schemes being the 2007, 2008, 2009, 2012 and 2014 Quintis Managed Investment Schemes).

[2] See order 5 of the orders made on 23 June 2025, reproduced at sch A to these reasons.

[3] See order 6 of the orders made on 23 June 2025, reproduced at sch A to these reasons.

[4] See order 7 of the orders made on 23 June 2025, reproduced at sch A to these reasons.

[5] See orders 8 - 9 of the orders made on 23 June 2025, reproduced at sch A to these reasons. Lot 240 on Deposited Plan 209468 and Lot 257 on Deposited Plan 209747 on which Scheme Trees were grown were together described as the Voyager Land.

[6] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [2024] WASC 278.

[7] Order 10 of the orders made on 23 June 2025, reproduced at sch A to these reasons.

[9] Email communications received on 23 July 2025 from Mizen+Mizen on behalf of the Represented Defendants and the Sandalwood Growers Co-op Limited; on 25 July 2025 from Clifford Chance on behalf of the Receivers; and on 25 July 2025 from Lavan on behalf of the Liquidators. See also the Receivers' outline of responsive submissions filed on 30 June 2025 pars 8 - 9.

[10] Interlocutory process filed on 21 August 2024, pt B (procedural orders) par 16 (costs).

[14] Receivers' outline of responsive submissions filed on 30 June 2025 par 1.

[19] Receivers' outline of responsive submissions filed on 30 June 2025 par 4, referring to Preston, in the matter of Sandalwood Properties Ltd (No 2) [2018] FCA 816 [28] ‑ [30] (Colvin J).

[20] Receivers' outline of responsive submissions filed on 30 June 2025 par 4.

[22] Receivers' outline of responsive submissions filed on 30 June 2025 pars 6 - 8.

[23] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [154].

[24] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [18d], [19].

[26] Liquidators' outline of submissions filed on 27 June 2025 pars 3 - 5.

[27] Liquidators' outline of submissions filed on 27 June 2025 par 6.

[28] Liquidators' outline of submissions filed on 27 June 2025 par 6.

[29] Liquidators' outline of submissions filed on 27 June 2025 par 7.

[30] Liquidators' outline of submissions filed on 27 June 2025 par 8.

[31] As permitted by the Supreme Court (Corporations) (WA) Rules 2004 r 2.2(1)(b).

[32] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [15].

[33] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [17], sch D (order 3 of the orders made on 20 September 2024).

[34] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [162]; sixth affidavit of DH Woodhouse affirmed on 21 August 2024 pars 14, 17 and 18.

[35] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [162]; Receivers' outline of submissions filed on 4 October 2024 par 37; fourth affidavit of DH Woodhouse affirmed on 5 July 2024 pars 46 - 61, DHW-40 to DHW-48.

[36] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [18(a)]; notice of appearance filed on 20 September 2024.

[37] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [18(b)]; notice of appearance filed on 20 September 2024.

[38] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [18(c)]; notice of appearance filed on 20 September 2024.

[39] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [20]; ts 126 (14 October 2024).

[41] Email communication received on 23 July 2025 from Mizen+Mizen.

[42] Represented Defendants' outline of submissions filed on 27 June 2025 par 2.

[43] Represented Defendants' outline of submissions filed on 27 June 2025 par 3, citing Australian Securities and Investments Commission, in the matter of GDK Financial Solutions Pty Ltd (in liq) v GDK Financial Solutions Pty Ltd (in liq) (No 4) [2008] FCA 858; (2008) 169 FCR 497 [8] (Finkelstein J); Gothard, in the matter of AFG Pty Limited (receivers and managers appointed) (in liq) v Davey (No 2) [2011] FCA 59; (2011) 277 ALR 172 [18], [56] ‑ [57] (Edmonds J); Preston, in the matter of Sandalwood Properties Ltd (No 2) [14] ‑ [25] (Colvin J).

[44] Represented Defendants' outline of submissions filed on 27 June 2025 par 3.

[45] Represented Defendants' outline of submissions filed on 27 June 2025 par 4.

[46] Represented Defendants' outline of responsive submissions filed on 1 July 2025 par 2.

[47] Represented Defendants' outline of responsive submissions filed on 1 July 2025 par 3, seeking to distinguish the circumstances which informed Preston, in the matter of Sandalwood Properties Ltd (No 2) (Colvin J).

[48] Represented Defendants' outline of submissions filed on 27 June 2025 par 5, citing Australian Securities and Investments Commission, in the matter of GDK Financial Solutions Pty Ltd (in liq) v GDK Financial Solutions Pty Ltd (in liq) (No 4) [11], [25] (Finkelstein J).

[49] Represented Defendants' outline of submissions filed on 27 June 2025 par 5, referring to Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [295], [307], [318], [328], [336] (Strk J).

[50] Represented Defendants' outline of submissions filed on 27 June 2025 par 6, referring to the reasoning of Colvin J in Preston, in the matter of Sandalwood Properties Ltd (No 2) [19] - [23].

[51] Represented Defendants' outline of submissions filed on 27 June 2025 par 6, referring to Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [186], [299].

[52] Represented Defendants' outline of submissions filed on 27 June 2025 par 6.

[53] Represented Defendants' outline of submissions filed on 27 June 2025 par 6, referring by way of example to Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [61], [67], [182] - [184], [190], [277], [285], [291], [299].

[54] Represented Defendants' outline of submissions filed on 27 June 2025 par 7, citing Bredenkamp v Gas Sensing Technology Corporation, in the matter of Welldog Pty Ltd (In Liq) (Receivers and Managers Appointed) (No 2) [2017] FCA 1125 [20] ‑ [22] (Barker J).

[55] Represented Defendants' outline of submissions filed on 27 June 2025 par 4, citing Preston, in the matter of Sandalwood Properties Ltd (No 2) [19] (Colvin J).

[56] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [168].

[57] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [173]; sixth affidavit of DH Woodhouse affirmed on 21 August 2024 pars 34 - 35.

[58] See order 5 of the orders made on 23 June 2025, reproduced at sch A to these reasons.

[59] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [299].

[60] Preston, in the matter of Sandalwood Properties Ltd (No 2) [15] - [25] (Colvin J). See Receivers' outline of responsive submissions filed on 30 June 2025 par 3; and Represented Defendants' outline of submissions filed on 27 June 2025 pars 3, 6.

[61] Preston, in the matter of Sandalwood Properties Ltd (No 2) [19] - [24] (Colvin J).

[62] Plaintiffs' outline of submissions filed on 4 October 2024, par 36; sixth affidavit of DH Woodhouse affirmed on 21 August 2024 par 14.

[63] Fourth affidavit of DH Woodhouse affirmed on 8 July 2024 par 46.

[64] Fourth affidavit of DH Woodhouse affirmed on 8 July 2024 par 48.

[66] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [295].

[67] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [164].

[69] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [299].

[70] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [165].

[71] Preston, in the matter of Sandalwood Properties Ltd (No 2) [29] - [30].

[72] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 3] [164].