Singhal v Finsure Finance & Insurance Pty Ltd [2025] FCA 1681

1. The following background facts have been drawn from Ms Singhal's concise statement and her affidavits dated 2 April 2025. I have assumed the correctness of the facts solely to determine the competing interlocutory applications.
2. On or about 9 October 2019, Ms Singhal entered into an 'Introducer Agreement' with Finsure (the agreement). Finsure is the holder of an Australian credit licence under the National Consumer Credit Protection Act 2009 (Cth) and was referred to in the agreement as an "aggregator". Ms Singhal was a credit representative of Finsure and was referred to in the agreement as an "introducer". Pursuant to the agreement, Ms Singhal introduced loan applications for home, vehicle or personal loans to lenders using Finsure's software system, for which she paid Finsure a monthly fee and received commissions from lenders for loans that were successfully brokered. Finsure collected commissions on behalf of Ms Singhal from the lenders.
3. In about July 2023, Finsure conducted an audit of loans initiated by Ms Singhal as a result of concerns being raised by ME Bank (a subsidiary of BOQ) and National Australia Bank. On 15 July 2023, Finsure staff interviewed Ms Singhal. The results of the audit, as well as notes about the interview with Ms Singhal, were recorded in a document titled "Broker Incident Report" signed on 16 November 2023.
4. Following the audit, on 11 August 2023, BOQ terminated Ms Singhal's accreditation with the bank. On 8 November 2023, Finsure suspended Ms Singhal's access to Finsure's system and her authority to submit loan applications to Finsure under the agreement. On 28 November 2023, Finsure terminated the agreement.
5. It appears that Finsure has withheld certain commissions from Ms Singhal pending the resolution of complaints made about Ms Singhal to the Australian Financial Complaints Authority (AFCA). These complaints were resolved in or about May 2025, however Finsure continues to withhold the commissions while this proceeding is on foot. By its defence, Finsure alleges that it is entitled to withhold the commissions because it has a right to be indemnified by Ms Singhal under cl 10 of the agreement (having incurred costs and expenses due to Ms Singhal's conduct).
6. Following the suspension of the agreement, Ms Singhal sought to move to a different aggregator. Those aggregators requested a reference check of Ms Singhal from Finsure. Finsure provided reference checks to several aggregators and to AFCA in 2023 and 2024.

1. As noted above, on 13 June 2025, I made orders requiring the parties to attend a confidential conferral before a Registrar of the Court for the purpose of seeking to agree a list of factual and legal issues for determination in the proceeding that provide arguable grounds for relief in the Federal Court. On 26 August 2025, the Registrar provided the Court with a list of issues. On 28 August 2025, Ms Singhal provided an amended list of issues.
2. At the hearing on 15 December 2025, Ms Singhal confirmed that she sought to bring the following claims against Finsure, which were reflected in Ms Singhal's amended list of issues:

(a) First, Finsure's decision to suspend the agreement and withhold commissions constituted a breach of the agreement (the breach of contract claim).

(b) Second, the issue of the Broker Incident Report involved a breach of both s 1308 of the Corporations Act 2001 (Cth) (Corporations Act) and item 78.63 of ASIC Regulatory Guide 78: Breach reporting by AFS licensees and credit licensees (the regulatory guide) as it was a misleading document and was fraudulent (the Broker Incident Report claim).

(c) Third, that by sending a reference check to four aggregators, Finsure defamed Ms Singhal (the defamation claim).

1. In relation to the defamation claim, Ms Singhal confirmed that the alleged defamatory conduct involved Finsure sending the reference checks from Finsure's Sydney office to four aggregators that were each based in Sydney. Ms Singhal made no allegation that the reference checks were circulated or published more broadly.
2. Ms Singhal also confirmed that the claims she sought to make against BOQ were as follows:

(a) First, BOQ was negligent in its termination of Ms Singhal's accreditation with the bank.

(b) Second, by failing to ask Ms Singhal about its concerns prior to terminating her accreditation, BOQ did not follow "protocol".

(c) Third, BOQ failed to provide Ms Singhal with reasons for terminating her accreditation.

1. The "protocol" referred to in Ms Singhal's second claim was not identified. At the hearing, Ms Singhal agreed that the alleged "protocol" referred to the standard practices of banks that Ms Singhal has observed through her experience. It is also noted that, in Ms Singhal's affidavit affirmed 2 April 2025 (and mistakenly dated 6 December 2024), the first and second claims appear to be merged, in that it is alleged that BOQ's failure to follow "protocol" constituted "gross negligence". However, at the hearing, Ms Singhal submitted that these were separate claims.

1. The Federal Court only has jurisdiction over a matter where the Commonwealth Parliament has made laws vesting it with such jurisdiction: Federal Court of Australia Act 1976 (Cth), s 19(1).
2. An important source of the Court's jurisdiction is s 39B(1A)(c) of the Judiciary Act 1903 (Cth) which vests the Court with original jurisdiction in any 'matter' arising under any laws made by the Commonwealth Parliament.
3. A 'matter' is a justiciable controversy, which is identifiable independently of the legal proceedings which are brought for its determination, and encompasses all claims made within the scope of the controversy: Fencott v Muller (1983) 152 CLR 570 (Fencott) at 603 (Mason, Murphy, Brennan and Deane JJ). A matter is one 'arising under' a federal law if the right or duty in question in the matter owes its existence to a federal law or depends upon a federal law for its enforcement, whether or not the determination of the controversy involves the interpretation (or validity) of the law: R v Commonwealth Court of Conciliation and Arbitration; Ex parte Barrett [1945] HCA 50; (1945) 70 CLR 141 at 154; Construction, Forestry, Mining and Energy Union v Australian Industrial Relations Commission [2007] FCAFC 32; (2007) 157 FCR 260 at [80]. In order to properly constitute a 'matter', the claim or defence should be genuinely in controversy and must give rise to an issue capable of judicial determination; that is to say, it is enough that the claim or defence be genuinely raised and not incapable on its face of legal argument: Citta at [35]. However, the jurisdiction of the Court is not engaged if the claim amounts to legal nonsense or is not a genuine controversy: Citta at [36] and [37].
4. Where the Federal Court is invested with jurisdiction to determine a matter, its jurisdiction extends to resolving the whole controversy between the party, including any part of the controversy that arises under state legislation or the common law: Philip Morris Inc v Adam P Brown Male Fashions Pty Ltd (1981) 148 CLR 457; Fencott at 603-4.

1. For the following reasons, none of Ms Singhal's claims against Finsure properly enliven federal jurisdiction.
2. The breach of contract claim appears to be the primary claim against Finsure and solely concerns breaches of the agreement. It does not seek to enforce any right or duty arising under a federal law nor seek any remedy sourced in a federal law. On its own, the breach of contract claim does not enliven federal jurisdiction.
3. The Broker Incident Report claim alleges a breach of s 1308 of the Corporations Act and item 78.63 of the regulatory guide on the basis that the Broker Incident Report was misleading and fraudulent. Section 1308(1) of the Corporations Act provides as follows:

Fault‑based offence

(1) A person commits an offence if:

(i) is required under or for the purposes of this Act; or

(ii) is lodged with or submitted to ASIC or the Registrar; and

(b) the person:

(i) makes, or authorises the making of, a statement in the document; or

(ii) omits, or authorises the omission of, a matter or thing from the document; and

(c) the person knows that the document is materially false or misleading because of the statement or omission.

1. Subsections (3), (4) and (5) of s 1308 are set out in similar terms to subs (1). Subsection (3) creates a strict liability offence where a person fails to take all reasonable steps to ensure that a document is not materially false or misleading. Subsection (5) is the civil penalty provision counterpart of subs (3). Subsection (4) is also a civil penalty provision, which applies where a person knows or is reckless as to whether a document is materially false or misleading. Ms Singhal did not identify which subsection of s 1308 she alleged that Finsure had breached by creating the Broker Incident Report. Regardless of which subsection is relied on by Ms Singhal, liability under s 1308 is conditional upon the relevant document being a document that is required under or for the purposes of the Corporations Act, or that is lodged with or submitted to ASIC or the Registrar.
2. Leaving aside the question whether the offence and civil penalty provisions in s 1308 could give rise to any civil claim for compensation, Ms Singhal did not allege (or otherwise refer to) the above condition: that is, that the Broker Incident Report is a document that is required under or for the purposes of the Corporations Act, or that is lodged with or submitted to ASIC or the Registrar. Nor did Ms Singhal allege any facts or circumstances that support any such conclusion. Nothing has been put forward by Ms Singhal that suggests that s 1308 has any application to the Broker Incident Report. It follows that the claim under s 1308 is not a genuine claim raising a matter under federal law.
3. In respect of the alleged breach of the regulatory guide, the guide is not a federal law, the contravention of which gives rise to a cause of action. ASIC routinely issues guides that explain when and how ASIC will exercise powers under legislation and give practical guidance to licensees. Whilst these guides refer to substantive laws, they do not themselves create legal rights or duties that can give rise to any cause of action. Accordingly, Ms Singhal's claim that Finsure breached the regulatory guide is not a genuine claim raising a matter under federal law.
4. In respect of the defamation claim, the Federal Court only has jurisdiction over defamation matters in certain circumstances. Most relevantly for present purposes, a defamation claim attracts federal jurisdiction where the impugned publications were published in the Australian Capital Territory or in the Northern Territory. This is because s 9(3) of the Jurisdiction of Courts (Cross-vesting) Act 1987 (Cth) (the Cross-vesting Act) has the effect of conferring upon this Court original jurisdiction over a proceeding that would fall within the jurisdiction of the Supreme Court of the Australian Capital Territory or the Supreme Court of the Northern Territory: Crosby v Kelly [2012] FCAFC 96; (2012) 203 FCR 451 at [35] (Robertson J, Bennett and Perram JJ agreeing); Rana v Google Inc [2017] FCAFC 156; (2017) 254 FCR 1 at [24] (Allsop CJ, Besanko and White JJ). As noted above, however, the reference checks that are the subject of Ms Singhal's defamation claim were sent from Finsure's offices in Sydney to aggregators whose officers were each also located in Sydney. There is no allegation that the reference checks were published in the Australian Capital Territory or the Northern Territory, which would otherwise give this Court jurisdiction under the Cross-vesting Act. Ms Singhal's defamation claim therefore does not give rise to a right or duty arising under federal law.

1. Ms Singhal's claims against BOQ also do not enliven federal jurisdiction.
2. First, the claim that BOQ was negligent when terminating Ms Singhal's accreditation does not rely on any right or duty owing its existence to federal law.
3. Second, the alleged breach of "protocol" does not give rise to any recognisable cause of action, let alone federal jurisdiction.
4. Third, Ms Singhal did not identify any contractual or other legal obligation from which it could be argued that BOQ owed Ms Singhal a duty to provide reasons when terminating her accreditation.
5. I record for completeness that, even if Ms Singhal's claims against BOQ raised a matter for determination under federal jurisdiction, I would not have granted Ms Singhal leave to join BOQ as a respondent to the proceeding. In respect of the claim in negligence, Ms Singhal failed to allege any facts or circumstances that would suggest, however remotely, that BOQ owed Ms Singhal a duty of care in the circumstances of this case. As already noted, the alleged breach of "protocol" and the alleged failure to provide reasons for terminating Ms Singhal's accreditation are not supported by any recognisable cause of action.

1. In conclusion, an order should be made dismissing Ms Singhal's originating application on the basis that Ms Singhal has not identified any arguable cause of action against Finsure or BOQ which raises a matter enlivening federal jurisdiction.
2. Although Ms Singhal is self-represented, I consider that the usual order as to costs should apply. Ms Singhal has been given many opportunities to reconsider the claims she has brought in this Court, but has declined those opportunities. Ms Singhal should be required to pay Finsure's costs on a party and party basis. As BOQ was not a party to the proceeding and elected to appear to oppose Ms Singhal's joinder application, I consider that no order for costs should be made in favour of BOQ.

I certify that the preceding forty-one (41) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice O'Bryan.