//
© 2026 Zoe. All rights reserved.
Zoe is a legal information platform. Always consult the Federal Register of Legislation for authoritative text.
[2026] NSWCA 148
respondent. Leave to file the notice of motion dated 3 June 2026 was granted and time extended to the extent necessary; the notice of motion was dismissed, and the applicant on the motion was ordered to pay...
The Court allowed Jeray to bring his review motion late, but rejected what he sought through it. Seek Justice had been deregistered, and Jeray could not simply replace the company as applicant to pursue claims that belonged to it. His proposed attempt to challenge deregistration was a separate matter involving ASIC, not a continuation of the company’s appeal application. The Court also found that Jeray had a chance to explain his position and was heard again on review. Because his motion failed, he was ordered to pay USM’s costs.
AI-generated legal information, not legal advice. Zoe can make mistakes. Check the cited source, and for advice about your situation consult a qualified Australian lawyer.
5 cited instruments linked from this judgment.
2,552 words · generated 07/10/2026
The judgment concerns a procedural attempt by Ivan Jeray to continue an application that had been commenced in the name of a company, Seek Justice Pty Ltd, after that company had been wound up and deregistered. It does not decide the merits of the underlying winding-up decision or whether the proposed appeal grounds had substance.
Seek Justice owed USM Events Pty Ltd $10,000 under three costs orders. USM served a creditor’s statutory demand on 13 June 2025. Seek Justice neither complied with the demand nor applied to set it aside within the period specified under the Corporations Act 2001 (Cth). USM then applied to wind up the company (para 3). On 1 October 2025, Nixon J found the statutory-demand default gave rise to a presumption of insolvency under s 459C(2). Seek Justice had filed no relevant evidence to rebut that presumption. Nixon J ordered that the company be wound up in insolvency and appointed joint and several liquidators (para 6).
Jeray was Seek Justice’s sole director and owner of its only issued share (para 4). On 3 March 2026, he signed an application for leave to appeal against the winding-up decision in the company’s name. The judgment records that the liquidators had not authorised him to act for Seek Justice (paras 8–9).
Seek Justice was deregistered on 18 May 2026 after its liquidators had asked ASIC to deregister it on the basis that its affairs were fully wound up and it had no property, or insufficient property to pay the costs of seeking a court dissolution order (para 11). Before deregistration, Jeray had filed a motion in the company’s name seeking an injunction to prevent it. At a directions hearing, the Registrar raised his authority to act and invited him to consider applying in his own name. Jeray declined, saying the company was the one that had been wrongly wound up and had to appeal (paras 15–17).
The Registrar refused filing of that motion under UCPR r 4.10(4) on 18 May, and on 20 May dismissed the company’s leave-to-appeal proceeding as incompetent because the company had been deregistered and there was no applicant (paras 18–19). Jeray’s later motion sought, among other things, to set aside those orders, substitute himself for Seek Justice, and amend the appeal documents (para 20).
Free JA granted leave to file the review motion and extended time, but dismissed the substantive motion. Jeray was ordered to pay USM’s costs (para 47).
The Court framed the central question as whether the interests of justice justified setting aside the Registrar’s orders (paras 22–25). A review of a registrar’s decision is not an appeal. The reviewing Court exercises its own discretion, and an applicant seeking intervention must show that intervention is justified in the interests of justice. The Court adopted the principles set out in Tomko v Palasty (No 2), including the distinction between procedural decisions and decisions that finally determine rights (para 23).
The substantive obstacle was that Jeray wanted to continue a company proceeding in his own name. The Court said that this overlooked the separate legal identities of Seek Justice and Jeray. Even if Jeray believed his interests aligned with the company’s, he could not simply take over its claims. He had not been a party to the winding-up application, and the judgment treated the company as the proper plaintiff in relation to rights belonging to it, citing Gillespie v Gillespie [2025] NSWCA 24 at [9]–[10] (para 38).
Deregistration added a further obstacle. Under s 601AD(1), a deregistered company ceases to exist. The judgment states that under ss 601AD(2) and (4), company property vests in ASIC, which has the powers of an owner. It treats a cause of action as property for this purpose, relying on the statutory definition in s 9 and In the matter of HIH Insurance Limited [2018] NSWSC 1886 at [39] (para 39). The Court therefore did not regard Jeray as able to pursue the company’s former cause of action merely because he had been its director and shareholder.
The amended documents attempted to address deregistration by seeking orders to “undo the winding-up” and reinstate Seek Justice’s registration, with ASIC to be notified (para 35). But the Court distinguished two matters: an application for leave to appeal from Nixon J’s 2025 winding-up decision, and a later challenge to ASIC’s 2026 deregistration. The latter involved separate factual and legal questions and necessarily involved ASIC. In substance, the Court considered it a new and different reinstatement application under s 601AH, being raised for the first time under the guise of the appeal (para 41). It also noted that a former director or shareholder making such an application would face the question whether they were a “person aggrieved”, particularly given that Seek Justice had been wound up in insolvency. The judgment cited In the matter of European Metal Recyclers Pty Ltd (in liq) (deregistered) [2018] NSWSC 946 at [18] on that point (para 41).
The Court also rejected the proposed review of the refusal to file the 12 May motion. That motion sought to prevent ASIC from deregistering Seek Justice. By the time of the review, deregistration had already happened. Allowing the earlier motion to be filed would serve no practical purpose, so there was no utility in setting aside the Registrar’s order. The Court declined to determine the debate about the Registrar’s power under UCPR r 4.10(4) for academic purposes (paras 31–33).
On procedural fairness, Jeray argued that he had not had an opportunity to be heard before the Registrar dismissed the leave-to-appeal proceeding in chambers. The Court considered that argument against the earlier hearing: the Registrar had raised the question of Jeray’s authority and capacity, explained the concern, and invited him to apply in his personal capacity. Jeray declined that invitation (paras 16–17, 43). In any event, on the review motion he had a further opportunity to explain why the orders should be set aside. Free JA concluded that any earlier denial of an opportunity to be heard, even if one had occurred, was rectified through the review hearing (para 44).
Finally, the Court ordered costs against Jeray. It considered his arguments about public importance and novelty overstated, particularly because USM had incurred costs resisting an application that was wholly unsuccessful (paras 45–46).
The judgment does not announce a new statutory test or purport to change the law. It applies existing procedural and corporations-law provisions to the particular sequence of events.
For registrar reviews, it applies the approach in Tomko v Palasty (No 2): review is not an appeal, the Court exercises its own discretion, and the applicant must show why the interests of justice warrant intervention (para 23). The judgment notes that the Court may be more willing to intervene when a registrar’s decision finally determines, or decisively affects, a party’s rights, but it still treats the review as discretionary. The result here was that leave and extra time to file the review motion were allowed, while the substantive intervention sought was refused.
For corporate identity and standing, the judgment applies the distinction between a company’s rights and the personal rights of a director or shareholder. It states that a person cannot simply take the place of a company to maintain the same claims the company had asserted (para 38). It also applies the effect of deregistration under s 601AD: the company ceases to exist and its property vests in ASIC, with causes of action included as property for this purpose (para 39).
The judgment distinguishes that existing framework from the particular procedural route Jeray proposed. A challenge to deregistration may raise issues under s 601AH, including whether an applicant is a person aggrieved, but the Court did not determine such an application on its merits. It said those questions did not properly arise within the company’s application for leave to appeal from the earlier winding-up decision (para 41). Likewise, it did not decide the abstract question about the Registrar’s power under UCPR r 4.10(4), because doing so would have had no practical consequence after deregistration (para 33).
The practical “after” state in this case was therefore limited: the Registrar’s dismissal remained in place, the company’s appeal proceeding was not revived, Jeray was not substituted as applicant, and he was ordered to pay the respondent’s costs (para 47).
At [23], the judgment adopts the principle that a registrar review “is not an appeal” and that the reviewing Court must exercise its own discretion. In plain English, the Court is not simply deciding the matter afresh as though an appeal from the Registrar had been filed. It decides whether, and how, to intervene using the review power and the interests-of-justice framework.
At [33], the Court says, “No purpose would be served by allowing a motion to be filed seeking orders to prohibit ASIC from deregistering Seek Justice.” The plain-English point is practical: the requested restraint related to a step that had already occurred. The Court therefore did not resolve the filing-power argument as an abstract question.
At [38], Free JA says Jeray “cannot simply step into the shoes previously occupied by Seek Justice”. This is the judgment’s clearest statement of the personal-versus-corporate distinction. Being the sole director and shareholder did not, in the Court’s reasoning, make Jeray the same legal person as the company or transfer the company’s claims to him.
At [39], the judgment explains that deregistration means the company “no longer exists as a corporation” and that its property vests in ASIC. It adds that property includes a cause of action. In plain English, the Court regarded deregistration as legally significant to who could hold and pursue any claim belonging to the company.
At [41], the Court characterises the proposed deregistration challenge as “a new and different application”. The point is about the boundaries of the proceeding: the original leave-to-appeal application concerned Nixon J’s winding-up decision, whereas the proposed challenge concerned ASIC’s later deregistration step.
At [44], the Court says that any earlier denial of an opportunity to be heard “has been rectified”. In plain English, the review hearing gave Jeray an opportunity to argue why the Registrar’s orders should be set aside, so the Court did not consider procedural fairness a reason to grant the substantive relief sought.
The judgment is most directly relevant to a procedural setting with several features present here: a company starts or is named in a proceeding; a former director or shareholder attempts to act for it without authority; the company is subsequently deregistered; and the individual seeks to continue the company’s claims in their own name. The decision stresses that those steps raise distinct questions about authority, corporate identity, standing, and the effect of deregistration (paras 8–11, 38–41).
It is also relevant where an applicant asks a court to review a registrar’s decision. The judgment emphasises that the review is discretionary and turns on the interests of justice, rather than operating automatically as an appeal (paras 22–24). Whether the decision finally determines rights, whether there is a material practical consequence, and what opportunity the applicant had to be heard may all matter to that analysis.
The decision specifically addresses a motion seeking to prevent deregistration when deregistration has already occurred. The Court’s reasoning indicates that practical utility matters: if the requested order cannot affect an event that has already happened, review may not justify deciding an otherwise academic question (paras 32–33). The judgment does not establish that every motion in such circumstances is necessarily futile; its conclusion concerns the particular restraint sought here.
The judgment also identifies a different category of dispute: an application for reinstatement under s 601AH. Where a proposed proceeding challenges ASIC’s deregistration, it may require ASIC’s involvement and raise questions distinct from an appeal against an earlier winding-up order. The decision does not determine the criteria for reinstatement, nor whether Jeray would qualify as a person aggrieved. It identifies those as matters that would arise in a separate application (para 41).
The supplied judgment contains no later decisions citing or applying Seek Justice Pty Ltd v USM Events Pty Ltd. Its decision date is 27 July 2026, and the text provides no subsequent treatment. It would therefore be unsupported to say, on this material, whether later courts have followed, distinguished, or limited it.
The authorities that this judgment itself cites should not be confused with later treatment of Seek Justice. They are authorities the Court used in reaching its decision. Tomko v Palasty (No 2) is cited for the principles governing review of a registrar’s decision (para 23). Gillespie v Gillespie is cited in support of the proposition that the company is the proper plaintiff in respect of a wrong done to it (para 38). In the matter of HIH Insurance Limited is cited for the proposition that a cause of action can be company property for deregistration purposes (para 39). In the matter of European Metal Recyclers Pty Ltd is cited regarding the “person aggrieved” issue in a reinstatement application (para 41).
The judgment’s stated reasoning may be described, without claiming later endorsement, as an application of those authorities and statutory provisions to the facts before Free JA. Any account of later judicial treatment would require later judgments not included in the supplied text.
Several matters are expressly left undecided. First, the Court did not determine whether Jeray was a “party” for the purposes of UCPR r 49.19. It noted that this was not necessarily a sound assumption because Jeray was seeking orders in a proceeding to which he was not a party, but found it unnecessary to resolve the issue (para 25).
Second, the Court did not determine the abstract question whether the Registrar could refuse to accept the 12 May motion for filing under UCPR r 4.10(4), including in circumstances where the document had already been accepted and stamped. Because Seek Justice had already been deregistered and the proposed motion would have no practical utility, the Court declined to decide that issue (paras 31–33).
Third, the Court did not decide whether Jeray could make a successful application for reinstatement under s 601AH. It noted that such an application would raise the separate issue of whether he was a person aggrieved, and that Seek Justice had been wound up in insolvency. It treated those as matters for a separate application, not questions properly determined within the company’s application for leave to appeal (para 41).
Fourth, the judgment did not decide the merits of the grounds proposed for appealing Nixon J’s winding-up decision. The proposed appeal grounds had not changed, and the Court’s conclusion rested on who could pursue the proceeding and what the proposed amendments would entail, not on a substantive reassessment of the winding-up order (paras 6, 35–38).
Finally, the decision does not set out later judicial treatment of its reasoning. The supplied text supports analysis of Free JA’s reasons and the authorities cited in them, but not a claim about how subsequent courts have interpreted this judgment.
This is general legal information, not legal advice. Zoe can make mistakes. Before acting on this, relying on it, or using any draft, have a qualified Australian lawyer check it.
Source: NSW Caselaw (www.caselaw.nsw.gov.au). Converted to plain text by ZoeLaw. Not the official version.
Medium Neutral Citation: Seek Justice Pty Ltd v USM Events Pty Ltd [2026] NSWCA 148
Hearing dates: 29 June 2026
Date of orders: 29 June 2026
Decision date: 27 July 2026
Before: Free JA
Decision: (1) Leave to file the notice of motion dated 3 June 2026 is granted, and time for the filing of that notice of motion is extended to the extent necessary.
(2) Notice of motion of 3 June 2026 is dismissed.
(3) The applicant on the motion is to pay the costs of the respondent.
Catchwords: CIVIL PROCEDURE – registrars – review of registrar’s decision – application by non-party to set aside orders refusing filing of notice of motion and dismissing proceeding as incompetent – applicant sought substitution for deregistered corporation in application for leave to appeal against winding-up order – whether interests of justice favour intervention – no utility in permitting filing of motion seeking to restrain deregistration where deregistration had already occurred – application dismissed
CORPORATIONS – deregistration – company deregistered after commencement of application for leave to appeal – company ceased to exist – company’s property, including any cause of action, vested in ASIC – former director and shareholder sought to be substituted as applicant – distinction between rights of company and personal rights of former director and shareholder – applicant lacked standing to assert rights belonging to company – proposed challenge to deregistration constituted new and different application
APPEALS – procedural fairness – hearing rule – registrar dismissed proceeding in chambers – applicant given opportunity to address capacity to act for company and declined invitation to apply in personal capacity – no denial of procedural fairness – any denial rectified by hearing de novo on review
COSTS – costs follow the event – asserted public interest and novelty insufficient to displace usual order – unsuccessful applicant ordered to pay respondent’s costs
Legislation Cited: Corporations Act 2001 (Cth), ss 9, 198G, 459C, 601AB, 601AD, 601AH
Supreme Court Act 1970 (NSW), s 121
Uniform Civil Procedure Rules 2005 (NSW), rr 4.10, 49.19, 49.20, 51.59
Cases Cited: Gillespie v Gillespie [2025] NSWCA 24
In the matter of European Metal Recyclers Pty Ltd (in liq) (deregistered) [2018] NSWSC 946
In the matter of HIH Insurance Limited [2018] NSWSC 1886
Tomko v Palasty (No 2) (2007) 71 NSWLR 61; [2007] NSWCA 369
Category: Principal judgment
Parties: Ivan Jeray (Applicant on the motion)
USM Events Pty Ltd (Respondent)
Representation: Counsel:
N Simpson (Respondent)
Solicitors:
I Jeray (Applicant on the motion) (Self-represented)
Sparke Helmore (Respondent)
File Number(s): 2026/88794
FREE JA: The applicant, Ivan Jeray (Mr Jeray), filed a notice of motion on 3 June 2026 seeking various orders that relate to a proceeding (Leave to Appeal Proceeding) brought by Seek Justice Pty Ltd (Seek Justice) against USM Events Pty Ltd (USM). In the Leave to Appeal Proceeding, Seek Justice sought leave to appeal from a decision of Nixon J on 1 October 2025 winding up Seek Justice in insolvency. Mr Jeray is not a party to the Leave to Appeal Proceeding. The Leave to Appeal Proceeding was dismissed by the Registrar as incompetent. Mr Jeray seeks to have that order set aside so that the proceeding is revived. He further seeks an order that he be substituted into the proceeding in place of Seek Justice, with the intention that he would then take carriage of the application for leave to appeal in his own name.
In order to understand the issues arising from the notice of motion, it is necessary to set out the procedural history to this point.
As of July 2025, Seek Justice owed $10,000 to USM as a result of three costs orders made in the Land and Environment Court in July 2024 and in the Supreme Court in April 2025. USM served a creditor’s statutory demand on Seek Justice on 13 June 2025 demanding payment of the $10,000 owed to it. Seek Justice did not comply with the demand. Nor did it apply to set it aside within the period specified under the Corporations Act 2001 (Cth). On 10 July 2025, in reliance on the failure to comply with the statutory demand, USM applied to the Supreme Court for orders winding up Seek Justice in insolvency.
Mr Jeray was the sole director of Seek Justice and the owner of the only share issued by that corporation. The winding up application was first listed before the Registrar, at which point Mr Jeray was advised that as a director he required legal representation. Mr Jeray subsequently purported to appear on behalf of Seek Justice in the winding up proceeding, by the filing of a notice of appearance, without leave. Despite the Court’s orders, the documentation filed by Mr Jeray purportedly on behalf of Seek Justice did not specify the grounds of opposition to the winding up application. Nor was any evidence filed for Seek Justice.
When the matter was next listed on 29 September 2025 there was no appearance by Seek Justice. The matter was adjourned to 1 October 2025 for hearing of the winding up application. On that occasion, Mr Jeray was present and sought leave to appear for Seek Justice, which leave was granted by Nixon J. His Honour rejected an application by Seek Justice to adjourn the matter and for a referral to the Legal Assistance Referral Scheme.
On the substance of the winding up application, Nixon J noted that in circumstances where the statutory demand had not been complied with or become subject to an application to set it aside, a presumption arose that Seek Justice was insolvent: s 459C(2) of the Corporations Act. Seek Justice was found not to have taken any steps to rebut the presumption of insolvency, including by the filing of relevant evidence. Nixon J was satisfied that all the necessary formal matters on a winding up application had been addressed. His Honour ordered that Seek Justice be wound up in insolvency and that Sean Wengel and Michael Brereton be appointed as joint and several liquidators of Seek Justice.
Application for leave to appeal
On 3 March 2026 the Leave to Appeal Proceeding was commenced by an application in the name of Seek Justice seeking leave to appeal from the orders made by Nixon J on 1 October 2025. The application was signed by Mr Jeray in his purported capacity as Director of Seek Justice.
There does not appear to have been any authority for Mr Jeray to commence that proceeding on behalf of Seek Justice on 3 March 2026. The liquidators of Seek Justice provided no authorisation to Mr Jeray to act on behalf of the corporation.
JERAY: No, I’m not going to file a motion in my own name; … It’s the company that has been wrongly wound up. It’s the company that has to appeal.
The Registrar asked Mr Jeray to identify how he had authority to act on behalf of Seek Justice in the matter. This was in circumstances where the company was under external administration and there was no indication that Mr Jeray had been granted any authority by the liquidators or otherwise to act on the company’s behalf. Mr Jeray was unable to do so. The Registrar explained why, in his view, the motion filed by Mr Jeray was incompetent. The Registrar indicated that the Leave to Appeal Proceeding would be dealt with in chambers.
On 18 May 2026 the Registrar made the following orders arising from the notice of motion dated 12 May 2026:
1. NOTES the Liquidators of Seek Justice Pty Ltd (ACN 649 314 956) ceased administration on 9 February 2026.
2. NOTES Seek Justice Pty Ltd (ACN 649 314 956) is scheduled to be deregistered on 18 May 2026.
3. NOTES the Liquidators have not provided approval pursuant to s 198G(3)(b) of the Corporations Act 2001 (Cth) for commencement or continuation of these proceedings.
4. NOTES the Notice of Motion filed 12 May 2026 (“Motion”) seeks a mandatory injunction compelling the Australian Securities & Investments Commission (“ASIC”) but does not name ASIC as a party to the Motion.
5. ORDERS that filing of the Motion be refused, pursuant to UCPR r 4.10(4).
1. NOTES the Liquidators of Seek Justice Pty Ltd (ACN 649 314 956) ceased administration on 9 February 2026.
2. NOTES the Liquidators did not provide approval pursuant to s 198G(3)(b) of the Corporations Act 2001 (Cth) for commencement or continuation of these proceedings by Mr Jeray.
3. NOTES Seek Justice Pty Ltd (ACN 649 314 956) was deregistered on 18 May 2026, leaving no Applicant in the proceedings.
4. ORDERS that the proceedings be dismissed as incompetent pursuant to UCPR r 13.4.
5. DIRECTS the Registry to notify all parties of these Orders, with Mr Jeray to receive a copy by post.
1 Leave to file this notice of motion.
2 Leave to file this notice of motion out of time to contest order 5 of 18 May 2026.
3 Leave to contest the 18 and 20 May 2026 orders in this notice of motion.
4 Set aside order 5 of 18 May 2026. 5 Set aside order 4 of 20 May 2026.
6 Leave to substitute Seek Justice Pty Ltd with his name as the applicant in the leave to appeal proceedings and to utilise the white folder filed on 3 March 2026.
7 Leave to file an amended summons seeking leave to appeal and an amended draft notice of appeal.
8 Costs in the cause.
Power to set aside or vary the orders of the Registrar
Power to set aside or vary orders of the Registrar, as sought by Mr Jeray, derives from s 121(3) of the Supreme Court Act 1970 (NSW) and r 49.19 of the Uniform Civil Procedure Rules 2005 (NSW) (UCPR). Pursuant to r 49.19(1), subject to certain exceptions in sub-rule (2) which are not presently relevant, the Court may “on application by any party” review a direction, order or other act by a registrar and make such order, by way of confirmation, variation, discharge or otherwise, as the Court thinks fit. An application for such a review is to be made by way of notice of motion filed within 28 days after the material date (being the date of the act of the Registrar that is under review). That time limit may be extended by the Court: r 49.20. In the case of decisions of the Registrar of the Court of Appeal, the powers of the Court under Part 49 may be exercised by a Judge of Appeal: r 51.59.
In relation to an equivalent power to review decisions of a registrar under the Supreme Court Act, Hodgson JA (with whom Ipp JA agreed) articulated the following principles in Tomko v Palasty (No 2) (2007) 71 NSWLR 61 at 64-65; [2007] NSWCA 369:
6 … [A] review of a decision of a registrar is not an appeal, subject to s.75A of the Supreme Court Act; and … in such a review a court must exercise its own discretion.
7 In my opinion, this discretion extends to a discretion as to whether, and if so how, to intervene; and in my opinion, there is an onus on a person seeking to have a court set aside or vary a registrar’s decision to make out a case that the court, in the interests of justice, should exercise its discretion to do so.
8 In the case of a decision on practice or procedure, this will normally require at least demonstration of an error of law, or a House v. The King error, or a material change of circumstances, or evidence satisfying the strict requirements for fresh evidence. Even then, a court may not think that the interests of justice require intervention. This could be so, for example, if the error of law is a deficiency of reasons and the result is on its face not an unreasonable one.
9 In the case of a decision which finally determines a party’s rights, or which (albeit one of practice or procedure) has a decisive impact on those rights, a court may be more willing to intervene. It may permit further evidence to be led which does not satisfy the strict requirements for fresh evidence, if it is satisfied that the interests of justice require this. It may decide to substitute its own discretionary decision for that of the registrar, even though no House v. The King error is shown, again if it is satisfied that the interests of justice require this. To that extent, the review may be considered a de novo hearing.
10 In my opinion, this approach is consistent with the position that such reviews are not appeals and involve the exercise of discretion by the reviewing body; and with the policy considerations referred to by Jordan CJ in In Re the Will of Gilbert (1946) 46 SR(NSW) 318 at 323. It is also consistent with the general principles concerning interlocutory applications: they do not finally decide matters, and successive applications can be brought for the same orders; but generally, a later application for orders that have previously been refused will be summarily dismissed unless a change of circumstances is shown or there is evidence satisfying the strict requirements for fresh evidence.
The question of substance is whether the interests of justice in the circumstances of the case are such as to justify this Court exercising its discretion to set aside the impugned orders of the Registrar made on 18 May 2026 and 20 May 2026.
Argument on the notice of motion proceeded on the basis that this Court would, if the interests of justice so required, have the power to make the orders sought by Mr Jeray in his notice of motion. As far as r 49.19 of the UCPR is concerned, that approach assumes that Mr Jeray is a “party” for the purposes of the rule. That is not necessarily a sound assumption, given that Mr Jeray is seeking (and was before the Registrar seeking) orders about a proceeding in which he is not a party. The power to the Court under s 121(3) of the Supreme Court Act to set aside or vary an order made by an officer of the Court is not confined in the same way. It is unnecessary to resolve this issue about the operation of the rules in the case of a non-party. That is because, for the reasons set out below, the interests of justice do not favour making the orders sought by Mr Jeray in any event.
Order 1 sought leave for the filing of the notice of motion itself. Such leave was opposed by USM. However, USM has addressed the substance of the motion and argument before the Court on 29 June 2026 proceeded on the basis that the merits of the notice of motion ought be resolved. In the circumstances, there should be a grant of leave, notwithstanding that the notice of motion should be dismissed on its merits, for the reasons developed below.
No separate issue was raised about order 3, seeking leave to contest, by the notice of motion, the orders made by the Registrar on 18 and 20 May 2026. No leave is necessary in any event. The power of the Court to review a decision or order of a registrar does not depend upon a grant of leave.
As to order 2, seeking leave to file the notice of motion outside the usual time period under r 49.20, USM did not separately raise any substantial objection to an extension of time or point to any considerations of prejudice or otherwise that would tell against an extension of time. Such an extension should be granted. That is not to say, of course, that the passage of time is irrelevant to determining the merits of the application. Although USM did not object to an extension of time for the filing of the notice of motion it did correctly point to significant changes that have occurred in recent months which are relevant to the determination of the application.
Attempt to resuscitate the Leave to Appeal Proceeding and proceed in the name of Mr Jeray personally – Orders 4 to 7
By order 4 of his motion, Mr Jeray seeks to set aside order 5 of the Registrar made on 18 May 2026. By that order the Registrar refused to accept for filing the notice of motion dated 12 May 2026. Among other things, Mr Jeray argues that the Registrar had no power to refuse to accept the notice of motion for filing in circumstances where the Registry had already accepted and stamped the document. Mr Jeray submits that this raises important questions about the proper interpretation of r 4.10(4) of the UCPR.
In his notice of motion of 12 May 2026 Mr Jeray sought a mandatory injunction prohibiting ASIC from deregistering Seek Justice. The effect of setting aside order 5 of the Registrar made on 18 May 2026 would therefore be to facilitate the filing and hearing of the notice of motion dated 12 May 2026.
There would be no utility in facilitating this course. Seek Justice has now been deregistered. No purpose would be served by allowing a motion to be filed seeking orders to prohibit ASIC from deregistering Seek Justice. Contrary to Mr Jeray’s submission, it is not appropriate to determine the issue for the academic purpose of resolving a debate about the interpretation of r 4.10(4) of the UCPR, in circumstances where the outcome has no practical consequences for the parties. Order 4 as sought in the notice of motion of 3 June 2026 must therefore be refused.
USM seeks an order against Mr Jeray for the costs of the notice of motion of 3 June 2026. Mr Jeray was invited at the hearing of the notice of motion to indicate why such costs should not be ordered, if his motion is unsuccessful. Mr Jeray submitted that his application raised matters of public importance and for that reason he should not be subject to an adverse costs order. Mr Jeray described Seek Justice as pursuing matters in the public interest and argued that there was a public interest in having clarity on the public record about what had occurred in court concerning Seek Justice. He submitted that there was an element of novelty to his application which pointed to a conclusion that each party should bear its own costs.
Costs should follow the event. The public interest and novelty considerations alluded to by Mr Jeray are overstated and do not provide a justification to deny USM the benefit of a favourable costs order in circumstances where it has had to incur costs in resisting an application that has been wholly unsuccessful.
The orders of the Court are:
Leave to file the notice of motion dated 3 June 2026 is granted, and time for the filing of that notice of motion is extended to the extent necessary.
Notice of motion of 3 June 2026 is dismissed.
The applicant on the motion is to pay the costs of the respondent.
**********
Seek Justice Pty Ltd
USM Events Pty Ltd
Leave to file the notice of motion dated 3 June 2026 was granted and time extended to the extent necessary; the notice of motion was dismissed, and the applicant on the motion was ordered to pay the respondent’s costs.
Deregistration of Seek Justice
On 18 May 2026 Seek Justice was deregistered. The deregistration is recorded on the relevant records of the Australian Securities and Investment Commission (ASIC). This followed an application by the liquidators to ASIC on 17 February 2026, requesting the deregistration of Seek Justice on the basis that its affairs had been fully wound up and Seek Justice had no property or the property available was not sufficient to pay the costs of obtaining an order from the Supreme Court dissolving the company. On the same date the liquidators filed a notice with ASIC advising that they had ceased to act as the liquidators of Seek Justice.
ASIC published a notice on its website on 24 February 2026 indicating that it proposed to deregister Seek Justice under s 601AB of the Corporations Act and that this may occur following two months from that notice.
Applications and orders in the Court of Appeal
The Leave to Appeal Proceeding was listed for first directions in the Court of Appeal on 13 April 2026. Orders were made for the service of a white folder and USM was directed to notify the liquidators of Seek Justice of the proceeding and the Court’s orders.
On 12 May 2026 Mr Jeray purported to file a notice of motion on behalf of Seek Justice seeking an order that ASIC be injuncted from deregistering Seek Justice. That notice of motion was listed for directions before the Registrar on 18 May 2026. The Registrar raised with Mr Jeray a concern that he was purporting to represent Seek Justice without the authority of the liquidators. Counsel for USM observed that this raised questions about whether Mr Jeray was acting in a way that was contrary to s 198G of the Corporations Act. Under that section, and subject to certain exceptions, while a company is under external administration it is an offence for an officer of the company to purport to perform or exercise a function or power of that office.
The Registrar on 18 May 2026 also raised with Mr Jeray the question of whether he wished to bring an application in his own right. Mr Jeray did not take up that invitation. His answer indicates that Mr Jeray well understood the distinction between acting on behalf of, and in the name of, the company (in his capacity as a director) and acting in a personal capacity in his own right. He said:
By order 5 of his motion, Mr Jeray seeks to set aside order 4 of the Registrar made on 20 May 2026. By that order the Registrar dismissed the Leave to Appeal Proceeding as incompetent. By order 6 of his motion, Mr Jeray seeks to have himself substituted into the Leave to Appeal Proceeding as the applicant, in place of Seek Justice, and to utilise the white folder that has already been filed. Mr Jeray says that as an aggrieved former director and owner of Seek Justice he has standing to take over carriage of the proceeding in this way.
By order 7 of the motion, Mr Jeray seeks leave to file an amended summons seeking leave to appeal and an amended draft notice of appeal. Mr Jeray provided to the Court drafts of the proposed amended documents which he seeks leave to file. In the amended documents Mr Jeray has attempted to deal with the deregistration of Seek Justice which has occurred since the decision of Nixon J on 1 October 2025. In his proposed amended application for leave to appeal, he seeks an order that he notify ASIC of the appeal seeking orders “to undo the winding-up of and reinstate the company registration of [Seek Justice] to give ASIC an opportunity to be heard at the appeal”. This is a reference to the fact that the proposed amended notice of appeal now seeks orders requiring ASIC to “undo the winding up” of Seek Justice and to reinstate the registration of Seek Justice. Despite this, the proposed appeal grounds have not changed and do not address the question of deregistration of Seek Justice by ASIC.
In circumstances where it is not appropriate to make orders 5 and 6, as explained below, there can be no basis to make order 7 because the Leave to Appeal Proceeding will remain dismissed.
The question of substance is whether the interests of justice favour the conclusion that the Leave to Appeal Proceeding should be resuscitated and allowed to continue not as an application for leave to appeal brought by Seek Justice but as an application brought by Mr Jeray in his personal capacity.
The interests of justice do not favour that result. The proposal is misconceived because it ignores the fundamental distinction between the rights of Seek Justice and the rights of Mr Jeray. Mr Jeray cannot simply step into the shoes previously occupied by Seek Justice and maintain the same claims that Seek Justice asserted as a corporation. While Mr Jeray may perceive that his interests align with the interests of Seek Justice, they are separate legal personalities. Mr Jeray was not a party to the winding up application and has no standing in his personal capacity to assert rights which were previously capable of being asserted by Seek Justice. The proper plaintiff to seek relief in respect of any wrong done to Seek Justice is the company itself: Gillespie v Gillespie [2025] NSWCA 24 at [9]-[10]. Mr Jeray is not seeking to bring a statutory derivative action, and any such attempt would now face the problem that Seek Justice has been deregistered.
There are further obstacles for Mr Jeray. Seek Justice is now deregistered. It no longer exists as a corporation: s 601AD(1) of the Corporations Act. Any property which Seek Justice had is now vested in ASIC and ASIC has all the powers of an owner over that property: s 601AD(2) and (4). Property for these purposes includes any cause of action held by the corporation: s 9 of the Corporations Act; In the matter of HIH Insurance Limited [2018] NSWSC 1886 at [39].
To some extent Mr Jeray has sought to address the deregistration of Seek Justice. He seeks an order for reinstatement of the registration of the corporation, and he seeks to deal with the issue of ASIC not being a party by providing for notification of the proceedings to be given to ASIC.
This only points to a separate problem with the course that Mr Jeray now seeks to take. To the extent that the matter is an application for leave to appeal from the decision of Nixon J, the course proposed by Mr Jeray involves the problem that he is purporting to assert in his personal capacity rights which belong to the corporation. To the extent that Mr Jeray now seeks to challenge the deregistration of Seek Justice that occurred on 18 May 2026, that goes beyond the matter determined by Nixon J. Mr Jeray is seeking to agitate a new dispute about the validity of the step taken by ASIC. This raises separate factual and legal issues and necessarily involves ASIC. It would in substance be a new and different application for reinstatement under s 601AH of the Corporations Act but agitated for the first time in the Court of Appeal under the guise of an appeal. If such an application were made by Mr Jeray, either in his capacity as a former shareholder or in his capacity as a former director, Mr Jeray would face the challenge of demonstrating that he is a person aggrieved for the purposes of applying for reinstatement under s 601AH in circumstances where Seek Justice was wound up in insolvency: see In the matter of European Metal Recyclers Pty Ltd (in liq*) (deregistered)* [2018] NSWSC 946 at [18]. Such matters do not properly arise in the context of an application for leave to appeal brought by the company from the decision of Nixon J on an entirely different application.
Mr Jeray submits that the winding up order made by Nixon J was unfair, and he is entitled to pursue the challenge to that order as a person aggrieved by it. In making this submission Mr Jeray did not confront the technical, but nonetheless fundamental, distinction between the position of the company and his personal position. The same can be said of Mr Jeray’s submission that justice favours the outcome that he is seeking because Seek Justice was incorporated to pursue matters of public interest. Even assuming that this is the correct characterisation of Seek Justice’s origins and activities, it does not provide a reason to ignore the legal flaws in Mr Jeray’s approach.
Mr Jeray separately complains that he was denied procedural fairness because he was not given an opportunity to be heard before the Registrar made orders in chambers on 20 May 2026 dismissing the Leave to Appeal Proceeding. That complaint tends to overlook that on 18 May 2026 the Registrar squarely addressed with Mr Jeray the question of his capacity to act on behalf of Seek Justice. In the course of the debate that occurred on 18 May 2026 Mr Jeray was given every opportunity to address the question of how he was entitled to step into the shoes of Seek Justice, and how the proceeding could be maintained even if Seek Justice was deregistered. Mr Jeray was also given the opportunity to indicate if he wished to be joined to the Leave to Appeal Proceeding in his personal capacity, which invitation Mr Jeray declined.
In the circumstances there was no requirement or proper basis on which to give Mr Jeray a further opportunity to be heard about the fate of proceedings to which he was not a party, brought by Seek Justice. In any event, on the application for review of the Registrar’s orders Mr Jeray has now been given every opportunity to be heard about why it is in the interests of justice to set aside the Registrar’s orders and resuscitate the Leave to Appeal Proceeding. Even if he was previously denied an opportunity to be heard on that matter before the Registrar in circumstances where he was entitled to be heard, that has been rectified.