Sheer v Jeffreys (No 2)

Texts Cited: Macquarie Dictionary, online ed, accessed 15 December 2025

Category: Consequential orders

Parties: Itshak Sheer (Plaintiff/Applicant)
Bruce Michael Jeffreys (Defendant/Respondent)

Representation: Counsel: DP Robinson SC/ M Hazan (Plaintiff/Applicant)
PG Cawthorn KC/M Clarkin (Defendant/Respondent)
Solicitors: UX Law (Plaintiff/Applicant)
Roth Law (Defendant/Respondent)

File Number(s): 2021/00162425

Publication restriction: Nil

EX TEMPORE JUDGMENT (REVISED)

Summary

1. This is a further round in the disputation between the plaintiff, Mr Itshak Sheer and the defendant Mr Bruce Jeffreys. In my judgment in Sheer v Jeffreys [2024] NSWSC 1161, I determined that Mr Jeffreys was liable to pay Mr Sheer approximately $2.9 million. That decision was upheld by the Court of Appeal in Jeffreys v Sheer [2025] NSWCA 31 and an application to the High Court for special leave to appeal was refused. Mr Jeffreys has since made himself bankrupt on his own petition.

2. While the judgment was reserved, Mr Jeffreys gave an undertaking to the Court that he would not “deal with” specified assets (to which I will refer as the RC Investment and the CS Fund****s). Mr Sheer has brought a contempt motion filed on 2 June 2025, which is the subject of these reasons, alleging that Mr Jeffreys has breached his undertaking in relation to those assets.

3. In affidavits both before and after the undertaking was given, Mr Jeffreys referred to the assets as "his" assets. However, the evidence before the Court discloses that the RC Investment was held in the name of PSOAS Holdings Pty Ltd and the CS Funds were held in the name of Harika Holdings Pty Ltd. At all material times, Mr Jeffreys was the sole director and shareholder of these companies.

4. For the reasons which follow, the Court finds Mr Jeffreys has a complete answer to the motion. In summary, it is that while the assets have been dealt with for the purposes of the undertaking (a point not disputed by Mr Jeffreys), as a matter of fundamental company law, the dealings were not by Mr Jeffreys. The dealings were by PSOAS and Harika.

5. The motion will be dismissed and I will hear the parties as to costs. Mr D P Robinson of Senior Counsel appeared with Mr M Hazan of Counsel for Mr Sheer. Mr P G Cawthorn of King’s Counsel appeared with Ms M Clarkin of Counsel for Mr Jeffreys.

The undertaking and the motion

6. The undertaking was given on 6 June 2024 to the Court in response to an application by Mr Sheer for a freezing order against Mr Jeffreys. The undertaking was renewed on 2 October 2024 after the judgment was delivered.

7. The undertaking was:

“The defendant undertakes to the Court until further order or agreement between the parties otherwise:

…

4. Not to deal with the money invested in Rixon Capital without providing the plaintiff’s solicitor 7 days’ notice.

5. Not to deal with the funds held by Credit Suisse except to pay the defendant’s liabilities to the Australian Taxation Office, without providing the plaintiff’s solicitor 7 days’ notice. …”

8. The motion sought a custodial sentence and included:

“1 Bruce Michael Jeffreys be found guilty of contempt of Court for failing to comply with an undertaking given to the Court on 6 June 2024 and continued on 2 October 2024 in circumstances set out in the schedule to this notice of motion.

2 Bruce Michael Jeffreys be committed to a correctional centre for his failure to comply with the above undertaking given to the Court.

3 Order that a warrant for the committal of Bruce Michael Jeffreys to a correctional centre be issued and executed forthwith.

…

AMENDED SCHEDULE

1. The Defendant breached the undertaking that he gave to the Court on 6 June 2024, which undertaking he continued before the Court on 2 October 2024, that he would not deal with the money invested in Rixon Capital without providing the Plaintiff's solicitor seven days' notice, by dealing with the money invested in Rixon Capital, without any notice to the Plaintiffs' solicitor, in the period of about 11 October 2024 to about 6 November 2024 when he caused PSOAS Holdings P/L to redeem the investment in Rixon Capital and pay out the sum of AUD 200,000.

2. The Defendant breached the undertaking that he gave to the Court on 6 June 2024 which undertaking he continued before the Court on 2 October 2024, that he would not deal with the funds held by Credit Suisse except to pay the Defendant's liabilities to the Australian Taxation Office without providing the Plaintiff's solicitor seven days' notice, without any notice to the Plaintiff's solicitor nor payment of his liabilities to the Australian Taxation Office, when in the period of about 18 to 20 February 2025, the Defendant dealt with and caused to be paid out of the Credit Suisse account the sum of GBP 500,000.

3. The Defendant breached the undertaking that he gave to the Court on 6 June 2024 which undertaking he continued before the Court on 2 October 2024, that he would not deal with the funds held by Credit Suisse except to pay the Defendant's liabilities to the Australian Taxation Office without providing the Plaintiff's solicitor seven days' notice, without any notice to the Plaintiff's solicitor nor payment of his liabilities to the Australian Taxation Office, when in the period of about 18 to 24 February 2025, the Defendant dealt with and caused to be paid out of the Credit Suisse account the sum of AUD 690,000.”

The facts

9. There was no dispute that, in a contempt motion alleging breach of an undertaking to the Court, the relevant facts must be established by the applicant beyond reasonable doubt.

10. The only fact in dispute (although perhaps more accurately a mixed matter of fact and law) was the capacity in which Mr Jeffreys dealt with the assets. The case was otherwise documentary.

11. From those documents, the Court is satisfied beyond reasonable doubt of, and accordingly finds, the facts set out in [12] to [27] below.

12. By motion dated 28 May 2024, Mr Sheer sought a freezing order against Mr Jeffreys which included:

“FREEZING OF ASSETS

5. (a) You must not remove from Australia or in any way dispose of,

deal with or diminish the value of any of your assets in Australia ('Australian assets') up to the unencumbered value of AUD$3,600,000 ('the Relevant Amount').

…

6. For the purposes of this order,

(a) your assets include:

(i) all your assets, whether or not they are in your name and whether they are solely or co-owned;

(ii) any asset which you have the power, directly or indirectly, to dispose of or deal with as if it were your own (you are to be regarded as having such power if a third party holds or controls the asset in accordance with your direct or indirect instructions); and

(b) the value of your assets is the value of the interest you have individually in your assets.”

13. On 4 June 2024, Mr Jeffreys swore an affidavit in response to the motion, which he described in the affidavit as seeking “freezing orders over my assets”. As he did in all the affidavits to which I refer in these reasons, he described his occupation as "director".

14. The affidavit deposed that he had applied funds from a bank account in his name in various ways, including to create the CS Funds and the RC Investment. As to the CS Funds, the affidavit said:

“23…

Outstanding ATO tax liabilities (currently held by Credit Suisse on trust pending a payment plan being negotiated with the ATO) - $2,009,669.”

15. As to the RC Investment, the affidavit deposed:

“23...

Investment with Rixon Capital - $200,000. …

Investment with Rixon Capital

34. The investment with Rixon Capital is a fixed unit investment trust. I believe that it can be withdrawn on about 6 months' notice. At [68] is a copy of my subscription confirmation in the fund managed by Rixon Capital.

35. I made this investment to generate regular income as the fund makes regular monthly dividend payments of approximately $1,800 as well as for the capital growth of the fund." (emphasis added)

16. The undertaking was given to the Court on 6 June 2024. At that time, the Court ordered Mr Jeffreys to provide an affidavit of his assets and liabilities.

17. On 20 June 2024, Mr Jeffreys filed that affidavit, which began:

“2. On 6 June 2024, the Court ordered that I provide an affidavit setting out my assets and liabilities. I swear this affidavit in accordance with the Court’s orders.” (emphasis added)

18. Under the heading of “Assets”, it included:

“…Funds held by Credit Suisse for payment of tax liabilities - $2,000,0035

…

Rixon Capital - $200,000. …"

19. On 2 October 2024, the undertaking was continued at the time the Court’s judgment against Mr Jeffreys was entered. The orders made on that occasion included:

“8. Note that by his counsel the plaintiff continues the undertakings given to the Court on 6 June 2024 until...

9. On or before 8 October 2024, the plaintiff is to file and serve an affidavit deposing to his current assets and liabilities and which identifies all payments made from the Credit Suisse Account referred to in the undertakings since 6 June 2024 and which identifies when and to whom those payments were made."

20. On 8 October 2024, Mr Jeffreys complied with that order by filing an affidavit that again noted the affidavit was provided as “setting out my current assets and liabilities”. Under the heading of “Assets” it included:

“…Funds held by Credit Suisse for payment of tax liabilities - $1,820,825.

…

Rixon Capital - $200,000. …"

21. The affidavit further disclosed $313,000 as payments from the CS Funds, having been "made as per my ATO payment plan" (emphasis added).

22. On 11 October 2024, a redemption form was completed in relation to the RC Investment without 7 days’ notice being given to Mr Sheer’s solicitor. The investor is recorded as PSOAS, and the form is e-signed by Mr Jeffreys with his capacity expressly recorded as “director”. The $200,000 investment was redeemed by being paid into a Macquarie Bank account in the personal name of Mr Jeffreys on 6 November 2024.

23. Based on the redemption form, the Court finds that the absolute legal owner of the RC Investment was PSOAS. In the absence of evidence otherwise, the Court would infer that the beneficial ownership was with the legal owner such that the legal owner had the absolute legal interest. No submission was made that the Court should find that Mr Jeffreys was the beneficial owner. In any event, neither Mr Jeffreys' assertions of ownership in his affidavits (by listing the RC Investment under his assets), nor the fact that the RC Investment was paid out into an account in his name, would be sufficient (individually or together) to satisfy the Court beyond reasonable doubt that Mr Jeffreys was the beneficial owner of the RC Investment.

24. On 18 February 2025, Mr Jeffreys emailed someone at UBS (the successor to Credit Suisse) to transfer some of the CS Funds. As a result of instructions given by Mr Jeffreys and without 7 days’ notice being given to Mr Sheer’s solicitor:

25. On 20 February 2025, GBP 500,000 was transferred to an English company solely owned and controlled by Mr Jeffreys; and

26. On 24 February 2025, the balance of the CS Funds (A$690,000) was transferred to PSOAS.

27. Credit Suisse records produced on subpoena record that the bank's client in relation to the CS Funds was Harika, and that the transfers referred to in the preceding paragraph were effected "by order of" Harika.

28. Based on the Credit Suisse records, the Court finds that the legal owner of the CS Funds was Harika. In the absence of evidence otherwise, the Court would infer the beneficial ownership was with the legal owner. However, there is evidence that Harika was the trustee of a family trust, of which the Court finds Mr Jeffreys was a discretionary object. While no submission was made that the Court should find that he was the beneficial owner, the Court nevertheless finds that Mr Jeffreys was not the beneficial owner of the CS Funds.

29. At all material times, Mr Jeffreys was the sole director and shareholder of PSOAS and Harika. Neither of those companies has at any time been a party to these proceedings.

Who dealt with the assets?

28. There was no dispute that, by the redemption referred to in [22] above and the transfers referred to in [24] above, the assets had been dealt with for the purposes of the undertaking (the dealings) without the requisite prior notice having been given to Mr Sheer’s solicitor. The parties were, to the extent it is relevant, also in agreement that the definition of "deal with" in the undertaking was that which appears in the Macquarie Dictionary, online ed, accessed 15 December 2025 of "to take action with respect to". The Court finds this is the meaning of “deal with” in the undertaking.

29. The first element in each of the charges set out in the Amended Schedule to the motion (see [8] above) is the allegation that Mr Jeffreys dealt with the assets. Mr Sheer's motion fails at the outset because the Court accepts Mr Cawthorn KC's submission that the application of the orthodox company law principle that a company is a separate legal person compels the conclusion that the legal persons who engaged in the dealings were the legal owners of the respective assets, being PSOAS and Harika, and not Mr Jeffreys. In deciding to undertake, and in giving effect to, those dealings, Mr Jeffreys was not acting as a legal person in his own right, but was acting on behalf of and in right of those companies. Therefore, Mr Jeffreys did not breach the undertaking.

30. This conclusion accords with authorities to which Mr Cawthorn KC referred the Court. Although they all concern freezing orders, the basic principle of company law must apply equally to the undertaking (which is in the nature of a self-imposed freezing order).

31. A convenient starting point is the decision of the English Court of Appeal in Lakatamia Shipping Company Ltd v Su [2014] EWHC Civ 636; [2015] 1 WLR 291. That case concerned a freezing order which included orders based on a standard form of freezing order according to the then English practice (and from which the standard form in this Court is derived):

“4. …

2. The defendants must not—

(1) remove from England and Wales any of their assets which are in England and Wales up to the value of US$48,824,440·24; or

(2) in any way dispose of, deal with or diminish the value of any of their assets whether they are in or outside England and Wales up to the same value.

“3. Paragraph 2 applies to all of the defendants’ assets whether or not they are in their own names and whether they are solely or jointly owned. For the purpose of this order, the defendants’ assets include any asset which they have the power, directly or indirectly, to dispose of or deal with as if it were their own. The defendants are to be regarded as having such power if a third party holds or controls the asset in accordance with their direct or indirect instructions.”

32. The issue before the trial judge was whether the order froze the assets of three companies that were not parties to the proceedings but of which one of the defendants was, directly or indirectly, the 100% shareholder and a director. The trial judge answered that question in the affirmative (Lakatamia at [8]):

“8 The judge expressed this conclusion at para 16 of his judgment in this way:-

“16. I have no doubt whatever that the factual scenario which I have described, namely that the first defendant effectively controls, and indirectly owns, the companies F3, F5 and IM3, which own the assets, the vessel and the shares which I have described, brings the position plainly, and intendedly, into the definition of paragraph 3 of the order. It does not cause any offence against Salomon v A Salomon & Co Ltd [1897] AC 22 for two reasons. First of all, this is, of course, only an interlocutory order, but, in any case, it depends on a perfectly traditional analysis of company law provisions, where the owner of a company can, by resolution at the general meeting or otherwise, particularly if he is also the sole or controlling director by reference to decisions at board meetings or otherwise, access and direct the fate of the assets of the companies which he thus owns or controls.”

33. The English Court of Appeal (Rimer and Tomlinson LJJ, Sir Bernard Rix) held paragraph [16] of the trial judge’s decision to be in error. In the leading judgment (the other judges agreeing with his Lordship on this point but delivering separate judgments), Tomlinson LJ approved the judgment of Hildyard J in Group Seven Ltd v Allied Investment Corporation Ltd [2014] 1 WLR 735; [2013] EWHC 1509 (Cth) in which, like the present case, the alleged contemnor had listed the relevant asset – a debt – as one of his assets, when it belonged to a non-party company (referred to as “Wealthstorm”) controlled by him.

34. Tomlinson LJ said:

“28 The application for committal was refused, notwithstanding [Hildyard J] concluded that having listed the debt as one of his assets, Mr Sultana and his advisers had been unwise to proceed as they did. Furthermore, the judge thought that it would be appropriate to vary the freezing order by including within it wording which did extend to any dealing with the assets and liabilities of Wealthstorm, which appeared to have no trading activities. However, in a penetrating judgment Hildyard J pointed out that the assets of a company of which a single person is the sole director and shareholder are not assets of that person as defined in paragraph 6 of the standard form freezing order. His conclusions appear most clearly from the following paragraphs of his judgment:

“64. Perhaps surprisingly, there appears to be no case directly on the point here: in particular, there appears to be no direct authority on what I consider to be at the nub, which is whether the last two sentences of paragraph 9 of the freezing order (paragraph 6 of the standard CPR form) apply to the exercise of power vested in the respondent in right of the company of which he is sole director and shareholder. Put another way: does a company which has a sole director, who also owns all its shares, hold or control its assets in accordance with that sole director and shareholder’s ‘direct or indirect instructions’ within the meaning of that paragraph?

“65. In my judgment, settled principles of company law, as explained in the judgments of Rimer and Patten LJJ in the decision of the Court of Appeal in Prest v Prest [2013] 2 AC 415(Thorpe LJ dissenting on the true scope of section 24(1)(a) of the Matrimonial Causes Act 1973 and its interplay with those company law principles, which he did not doubt), mandate the answer: which is ‘No’. This response may dilute the efficacy of the standard CPR form of freezing order, and surprise and unsettle not a few; but to my mind, there is no escape from it.””

35. In considering an application for a post-judgment freezing order against third parties, Lakatamia was accepted as stating the relevant law by Nichols J in SK Developments (Aust) Pty Ltd v Vansan Construction Pty Ltd [2025] VSC 402. Her Honour said:

[18] It is well established that a freezing order does not extend to the assets of a third party merely because the respondent is its sole or controlling shareholder and director. This reflects the foundational principle of company law that a company is a separate legal entity from the persons who own and control it. Absent particular circumstances, a company’s assets are not owned or controlled by its shareholders or directors. As Steward J said in this very context in Viterra v Ruyi (adopting the reasoning of the Court of Appeal in Lakatamia Shipping Company v Su), ‘an asset of a company of which a single person is the sole director and shareholder is not an asset of that person … which they have the power, directly or indirectly, to dispose of or deal with as if it were their own.’ The company alone has authority to deal with its assets. When a director causes a company to deal with its assets he does so (assuming he is acting properly) acting in right of and on behalf of the company.

[19] An applicant might make out a case that the assets of the company are in truth assets to which the applicant is beneficially entitled. However, that contention is fact-specific and must be proved to the relevant standard.” (citations omitted; emphasis added)

36. The case cited as authority for the last sentence in paragraph [18] of SK Developments is the decision of Cooper J in Resort Lifestyle Developments Pty Ltd v NGI Savannah Living Communities Pty Ltd (2022) 12 QR 67; [2022] QSC 194. In that judgment, his Honour said:

“[10] The Freezing Order relevantly provided:

(a) by para 5(a), that Mr Dunne must not remove from Australia or in any way dispose of, deal with or diminish the value of any of his assets in Australia up to the unencumbered value of $3.7 million;

(b) by para 11(a), that MP01 must not remove from Australia or in any way dispose of, deal with or diminish the value of any of its assets in Australia up to the unencumbered value of $350,000;

(c) by para 13:

“For the purpose of this order, a defendant’s assets include:

(a) all of the defendant’s assets, whether they are in the defendant’s name and whether they are solely or co-owned;

(b) any assets the defendant owns as trustee;

(c) any asset which the defendant has power, directly or indirectly, to dispose of or deal with as if it were the defendant’s own (the defendant is to be regarded as having such power if a third party holds or controls the asset in accordance with the defendant’s direct or indirect instructions); …

[76] Having regard to the principles set out in the authorities just discussed, I am not satisfied that the Freezing Order operates to restrain the Development Companies from dealing with the caveated properties. I am not satisfied that, on its proper construction, those properties come within the extended definition of a defendant’s property in para 13 of the Freezing Order.

[77] Mr Dunne’s position as sole director and sole shareholder of the Development Companies does not mean that, if he were to cause any of those companies to deal with the caveated properties, he would, as a matter of law, be instructing that company directly or indirectly so as to engage para 13(c) of the Freezing Order. He would not be telling that company, as a third party, what to do. Rather, he would be acting in right of and on behalf of the company.” (emphasis added)

37. In my respectful opinion, it is clear from the authorities to which I have referred, as applied to the undertaking on its proper construction, that the Court is unable to find that it was Mr Jeffreys who, in his own right as a natural legal person, engaged in the dealings. In other words, that essential fact has not been established beyond reasonable doubt. Had he engaged in the dealings in his own right, then he would have breached the undertaking. However, the Court finds that insofar as Mr Jeffreys caused or effected the dealings, the evidence establishes that he did so in right of and on behalf of PSOAS and Harika. Putting it another way, at the very least, the evidence of the role of PSOAS and Harika means the Court cannot be satisfied beyond reasonable doubt that it was Mr Jeffreys who engaged in the conduct prohibited by the undertaking.

38. Before leaving this issue and its perhaps surprising and unsettling conclusion, I should observe that more expansive drafting could have brought the assets of PSOAS and Harika within the terms of the undertaking. However, given Mr Jeffreys’ evidence that the assets were “his”, Mr Sheer and his advisers understandably accepted the undertaking in the form in which it was proffered. I was not invited to, and do not, make any finding about Mr Jeffreys’ evidence.

39. Furthermore, where the standard form of freezing order in this Court is made (see [12] above), which prohibits diminution in the value of assets, Lakatamia is authority for the proposition that where a defendant is restrained from diminishing the value of any of the defendant’s assets and where those assets include a shareholding in a company, it would restrain the defendant from procuring the company to make a disposition of its assets which was likely to result in such a diminution. Of this analysis Tomlinson LJ said:

“31 There is therefore no basis on which it can be asserted that the language of paragraph 6 of the standard form freezing order, whether with or without the Commercial Court words, is either intended to have the effect or does have the effect of bringing within the definition of a defendant’s assets the assets of a company which he controls, and such assets are not “directly affected” by such an order. It can no doubt be both surprising and unsettling to be reminded of these first principles. For the reasons I have already given however the assets of such a company will ordinarily be indirectly affected by the order because of the effect of disposition on the value of the defendant’s assets consisting in his direct or indirect shareholding in the relevant company. …”

Mr Sheer's contentions

40. In deference to the care with which Mr Sheer’s case was put by Mr Robinson SC, I will briefly deal with the steps in the argument that was advanced.

41. The starting point was the submission that the undertaking restrained the conduct of Mr Jeffreys and no-one else. So much is true. However, with great respect, Mr Robinson SC was unable to offer a persuasive analysis that would depart from that which I have set out in the preceding section of these reasons.

42. There can be no real doubt that it was Mr Jeffreys whose conduct was restrained, but the point for present purposes is that it was Mr Jeffreys in his personal legal capacity. To overcome this, Mr Robinson SC sought to draw a distinction between the initiation of the dealings and their execution. He submitted that “dealing” was not the same as “disposing”, such that Mr Jeffreys dealt with the assets by initiating the dealings, even if the disposal was by the two companies.

43. At the heart of Mr Robinson SC's submissions was the contention that, whatever may have happened at the end of the process, it was sufficient for Mr Jeffreys to have initiated the dealings. The initiation of the process of the transfers was sufficient to satisfy the meaning of “to deal”. That again may be accepted. However, it also does not overcome the fundamental question of the capacity in which Mr Jeffreys was initiating the dealings.

44. I rejected this argument because, in the present context, it made a distinction without a difference. At every stage from conception of the dealings to their execution, Mr Jeffreys was not acting in his own right but as the human manifestation of the companies.

45. Next it was submitted that the undertaking was limited to the two specific assets. Again, that is perfectly true. However, contrary to the submission put by Mr Robinson SC, the ownership of those assets is relevant to the determination of the issues in this case. Such evidence as is available has satisfied the Court that the assets were legally owned by Harika and PSOAS and that Mr Jeffreys did not have a beneficial interest in them.

46. Mr Robinson SC next accepted that there was no dispute between the parties about what the “dealing with” meant. However, he then proceeded to make several submissions which went to the issue of what he described as "context". Those matters included:

47. Mr Jeffreys' multiple assertions that the assets were “his”;

48. Mr Jeffreys’ affidavits disclosed that he was using the assets as though they were his own assets for his own beneficial purposes;

49. Mr Jeffreys was the sole director and shareholder of both Harika and PSOAS; and

50. While the undertaking was not a freezing order, just as with freezing orders, the undertaking could apply where the legal title is not in the defendant's name.

51. To these contextual matters I would add the fact that Mr Jeffreys described himself in his affidavits as “director”. However, as to this, I accept Mr Cawthorn KC's submission that Mr Jeffreys’ self-description is not sufficient for the Court to find, to any standard, that Mr Jeffreys was swearing his affidavits in his capacity as a director of either Harika or PSOAS or on behalf of those companies.

52. An appeal to context suggests that there is some ambiguity in the undertaking. I have considered whether it can be said there is any relevant ambiguity, notwithstanding that the parties agreed on the definition of “to deal”.

53. It could, for example, be suggested that there was ambiguity about who was giving the undertaking. While in my view it is clearly the case that the undertaking was given by Mr Jeffreys in his personal capacity, there are some indicators (such as his self-description as “director”) that might suggest that he was giving the undertaking in some other capacity. However, such indicators are decisively overcome by the facts that he is a party in his own right to the proceedings, and was, at the time the undertaking was renewed, the subject of a judgment against him in his personal capacity. Clear words in his affidavits or the undertaking would be required to establish that he was giving the undertaking in some capacity other that in his own right.

54. Similarly, I have considered whether there could be ambiguity about "dealing", notwithstanding the parties' acceptance of a common definition. As to this, it might be said that there was an argument that dealing would include the concept of procuring or causing someone else to do something. In my respectful opinion, that argument is simply not available as the proper construction of the simple word “deal” in the context in which it appears in the undertaking.

55. However, assuming for the sake of argument that there was ambiguity about either of these matters (or anything else in the undertaking), then the motion would nevertheless fail by reference to the principles referred to by the Court of Appeal in Pang v Bydand Holdings Pty Ltd [2011] NSWCA 69 at [52] (per Beazley JA (as her Honour then was), McColl JA agreeing), to the effect that, where there is genuine ambiguity as to the meaning of an order or undertaking, a person cannot be committed for contempt of that order or undertaking.

56. While I have given careful attention to the arguments advanced on behalf of Mr Sheer, none of them overcome the fundamental point upon which Mr Jeffreys has succeeded today.

Conclusion

53. The motion will be dismissed.

54. The Court having invited argument as to costs, Mr Robinson SC accepted that costs should follow the event. The orders of the Court are as follows:

55. The plaintiff's notice of motion filed 2 June 2025 is dismissed.

56. The plaintiff is to pay the defendant's costs of the motion.

57. The funds paid into Court pursuant to the Court's orders on 30 July 2025 in satisfaction of the surety that the Court ordered Mr Jeffreys to provide are to be released to that person or entity who is able to satisfy the Registrar that they are the owner of those funds.

58. Liberty to apply in relation to Order 3.

**********

Amendments

22 December 2025

Par 12 date corrected to 28 May 2024