B8 Group Pty Ltd v Ge & L International Investment Pty Ltd
[2024] VSC 811
•20 December 2024
| IN THE SUPREME COURT OF VICTORIA | Not Restricted |
AT MELBOURNE
COMMERCIAL COURT
S ECI 2021 00383
| B8 GROUP PTY LTD (ACN 609 740 258) | Plaintiff |
| v | |
| GE & L INTERNATIONAL INVESTMENT PTY LTD (ACN 139 294 590) & ORS (according to the Schedule) | Defendants |
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JUDGE: | COSGRAVE J |
WHERE HELD: | Melbourne |
DATE OF HEARING: | On the papers |
DATE OF JUDGMENT: | 20 December 2024 |
CASE MAY BE CITED AS: | B8 Group Pty Ltd v GE & L International Investment Pty Ltd & Ors |
MEDIUM NEUTRAL CITATION: | [2024] VSC 811 |
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COSTS — Successful plaintiff — Costs follow the event — Indemnity costs awarded — Ugly Tribe Co Pty Ltd v Sikola [2001] VSC 189, applied — Whether gross sum or taxed costs — Supreme Court (General Civil Procedure) Rules 2015 r 63.07(2)(c); Civil Procedure Act 2010 s 65C(2)(c) — Statutory interest awarded — Supreme Court Act 1986 s 58.
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APPEARANCES: | Counsel | Solicitors |
| For the Plaintiff | Ms F Bentley | Mackay Chapman |
| For the First and Fourth Defendants | Mr P Noonan | Waterson Legal |
| For the Second and Third Defendants | Mr M Clarke KC Ms V Plain | MGA Lawyers |
HIS HONOUR:
Introduction
This proceeding was set down for hearing with proceeding S ECI 2020 00793 (“the Sisters’ Proceeding”). Shortly before the first day of trial, this proceeding settled with the plaintiff (“B8”) being paid the whole of its monetary claim. The Court reserved the parties’ positions regarding costs and other orders pending the hearing and determination of the Sisters’ Proceeding.[1]
[1]This judgment should be read in conjunction with the principal reasons and supplementary reasons in the Sisters’ Proceeding. It uses the same abbreviations and terminology.
I handed down my reasons for judgment in the Sisters’ Proceeding on 1 November 2024 (“the principal reasons”).[2] In that judgment I gave directions requiring the parties to file submissions about the form of final order and the question of costs. Due to a substantial disagreement in the submissions subsequently made between the Lydia parties and the Genie parties about the appropriate orders to give effect to the principal reasons, I conducted another hearing and then delivered another judgment which addressed the orders to be made (“the supplementary reasons”).[3] Having clarified this issue, I again gave directions for the filing of submissions about the costs of that proceeding. These directions made similar provision for the filing of costs submissions in this proceeding too. The parties in both proceedings filed submissions. Because the costs submissions raised issues which I considered that one or more parties may not have contemplated but would have wanted to respond to, I then made further directions granting the parties in both proceedings the right to file reply submissions. B8 and the Lydia parties advised the Court that they did not wish to file any further submissions. The Genie parties were the only ones to file additional submissions.
[2]LDY Pty Ltd & Anor v GE & L International Investment Pty Ltd & Ors (No. 4) [2024] VSC 677.
[3]LDY Pty Ltd & Anor v GE & L International Investment Pty Ltd & Ors (No. 5) [2024] VSC 738.
In the present proceeding, B8 seeks an order that the Lydia parties pay its costs, including reserved costs, on an indemnity basis. B8 wants an order that it and the Lydia parties are to attend mediation in the Costs Court, failing which B8’s costs are to be assessed by a judicial registrar as a gross sum instead of taxed costs. B8 also seeks statutory interest from 17 February 2021 until 5 February 2024 in the sum of $167,606.01.
The Genie parties seek an order that Lydia pay their costs of the proceeding, such costs be taxed on an indemnity basis in default of agreement.
The Lydia parties accept that they should pay B8’s costs of the proceeding, including reserved costs, to be taxed on a standard basis in default of agreement until 23 June 2021. They also accept that they should pay statutory interest to B8 for the period 17 February 2021 to 23 June 2021. The Lydia parties argue however that the Genie parties should pay B8’s costs of the proceeding, including reserved costs, on an indemnity, or alternatively, a standard basis from 24 June 2021. They also say that there should be no order for costs in favour of the Genie parties. Because the Lydia parties chose not to file any reply submissions, they were silent about the question of whether or not the Court should order costs as a gross sum and not taxed costs.
Background
The substance of B8’s claim was that in June 2015, B8 entered into an agreement (“the Development Agreement”) with GE & L International Investment Pty Ltd (“GE & L”) and Genie concerning the acquisition and development of six units at 7 St Georges Road, Armadale.
B8 pleaded that there were terms of the Development Agreement that:
(a) GE & L would be the registered proprietor of the Armadale property;
(b) B8 would have a 15% share in the Armadale project because it would contribute 15% of the acquisition and development costs of the project; and
(c) B8 would receive back its contributions to the project together with 15% of the nett profit of the project.
B8 also pleaded that:
(a) between 2015 and 2018, B8 contributed $603,032 to the acquisition and development costs of the project;
(b) between 2016 and 2018, GE & L successfully developed the Armadale property and sold units 1 to 4;
(c) in August and November 2018, GE & L received offers for units 5 and 6 respectively but did not accept those offers;
(d) Genie agreed that B8 be repaid $603,032 as its contribution to the project, together with $206,550.79 as its share of the profit; and
(e) as a result of the above, B8 claimed it was entitled to payment of the sum of $809,582.79.
GE & L filed a defence to B8’s claim in which it said that it would abide by any decision of the Court.
Genie admitted the existence of the Development Agreement and its key terms together with the full amount of the B8 contribution. Genie alleged that, due to caveats lodged by LDY, GE & L could not sell units 5 and 6. Nonetheless, she claimed that at all relevant times she had been, and remained, willing for GE & L to pay B8 the sum of $806,012. Genie said that GE & L was unable to pay these monies to B8 because Lydia refused to agree to the release of the monies from the funds held in trust or in court.
The Lydia parties adopted a notably different position. They denied several important aspects of B8’s claim: they denied the existence of the Development Agreement; they denied the authority of Genie to enter into the Development Agreement on behalf of GE & L; and they disputed the quantum of B8’s financial contributions to the Armadale project. Further, they pleaded that the Development Agreement was unenforceable pursuant to section 126 of the Instruments Act1958 and section 53 of the Property Law Act 1958.
B8’s Position
B8 contended that it was only because of the actions of the Lydia parties that it was required to issue proceedings to recover the money owing to it. Also, they said that it was only the conduct of the Lydia parties and their attitude which prevented the proceeding from resolving earlier. In the circumstances, B8 contended that the Lydia parties were responsible for B8 being kept out of its money for as long as it was, and causing the parties to the proceeding to incur the significant legal costs which they did.
B8 recovered $809,582.79 from the funds held in court. It also claimed statutory interest pursuant to section 58 of the Supreme Court Act 1986. It contended that such interest is designed to compensate a party obliged to take proceedings to recover a monetary sum and who, in the meantime, has been kept out of the monies which it could otherwise have used, or upon which interest could have been earned. B8 noted that Genie was willing to pay the funds to B8 from at least May/June 2020 and that, but for the conduct of the Lydia parties, B8 would have recovered the debt much sooner and without the need to issue proceedings in February 2021.
In relation to costs, B8 submitted that all parties appeared to agree that B8 should be entitled to its costs because it was wholly successful in its claim and, consistent with general principle, costs should follow the event.
B8 seeks its costs on an indemnity basis, assessed as a gross sum pursuant to rule 63.07(2)(c) of the Supreme Court (General Civil Procedure) Rules 2015 (“Rules“), alternatively section 65C(2)(c) of the Civil Procedure Act 2010 (“CPA”), such gross sum to be determined by the Costs Court.
Put broadly, B8 seeks the indemnity order on the basis that the Lydia parties have maintained their defence to the B8 claim for an ulterior purpose and have failed to comply appropriately with their obligations under the CPA. In particular, they have not complied with section 19 and 23 of the CPA which requires parties to assist the Court to facilitate the just, quick and cheap resolution of the real issues in the proceeding and to take reasonable steps to resolve or narrow the issues in dispute.
Further, B8 says the order as to a gross sum for costs is appropriate because it achieves fairness in circumstances where the assessment of B8’s costs has already been significantly delayed and, having regard to the large number of interlocutory steps and hearings, a taxation process is likely to be lengthy, complicated and costly.
The reference to ulterior purpose concerns the Calderbank offer which Lydia made by letter dated 23 June 2021. This seems to be the offer upon which Lydia relies in seeking orders that Genie pay the costs of the proceeding from 24 June 2021. The Calderbank offer from Lydia was in the following terms:
1.B8 Group Pty Ltd is to issue a tax invoice to GE & L International Investment Pty Ltd in the amount of $88,000.00 (inclusive of GST) (Tax Invoice);
2.The amount of $3,384,173.09 held in the trust account of Robinson Gill Lawyers (Trust Funds) be applied to the payment of the following:-
a.$88,000.00 to B8 Group Pty Ltd on account of the Tax Invoice:-
b.$10,000.00 for outstanding works done and not paid;
c.$247,592.01 to the Australian Taxation Office, being the amount outstanding as at 1 October 2020.
(Liability Payments)
3.Following the Liability Payments, the Trust Funds be used for the repayment of the parties’ contributions to the acquisition and development of the Armadale Property, calculated as follows:-
a.$1,000,000.00 to Lydia Ge, on account of the funds paid on 17 July 2015 from Lydia’s Bankwest Account no. 004 8172 as contribution to the purchase price of the Armadale Property;
b.$661,684.00 to GEY Pty Ltd on account of funds contributed between 17 November 2017 and 2 August 2018 to the development of the Armadale Property (which we note is not denied, nor even pleaded to by the First and Fourth Defendants in any proceeding);
c.$603,000.00 to B8 Group Pty Ltd, being:-
i.$130,500.00 contributed to the purchase price of the Armadale Property; and
ii.$472,500.00 contributed (by B8 Group Pty Ltd and Dragan Backovic) to the development of the Armadale Property;
(Capital Contribution Repayments)
4.The sale process proposed in our client’s open correspondence dated 31 May 2021 be implemented (Sale Process);
5.The net proceeds of the sales of Units 5 and 6 per the Sale Process be paid into Court;
6.The balance of the Trust Funds following the Liability Payments and the Capital Contribution Repayments be paid into Court;
7.The parties jointly appoint an independent accountant for the purpose of reviewing all parties’ accounts and projects costings including, but not limited to construction costs. Our clients propose the following persons who could be appointed as an independent accountant:-
a.Mark Ellis of Rodgers Reidy;
b.Michael Smith of CFAS Advisory.
8.Upon the sale of Units 5 and 6, B8 Group Pty Ltd be paid an amount equivalent to 15% of the net proceeds of sale of the Armadale Project units (B8 Profit Share);
9.In consideration of point 8 above, upon receipt of payment of the B8 Profit Share, B8 Group Pty Ltd discontinues proceeding no. S ECI 2021 00383 against the Defendants with no orders as to costs;
10.Proceeding no. S ECI 2020 00793 as between the Defendants continues.
(the Offer)
The offer was open for 14 days from 23 June 2021 and Lydia reserved her right to rely upon the letter if the offer were not accepted.
The effect of Lydia’s offer was to allow B8 to recover all its claim. However, Lydia agreed to this outcome only if payments were made to Lydia and GEY Investment Pty Ltd (a company associated with Lydia and Yves Goeminne) from the trust funds held in the trust account of Robinson Gill Lawyers. As appears from paragraphs 3(a) and (c) of the Calderbank letter, the amounts sought by the Lydia parties arose in connection with issues raised in the Sisters’ Proceeding. B8 was not a party to that proceeding and had no direct involvement in it.
Thus, B8 contended that Lydia was keeping the present proceeding on foot and maintaining its defence for an ulterior purpose associated with the Sisters’ Proceeding. The payments which the Lydia parties sought from the Robinson Gill trust fund were not referable to the financial contribution which B8 made to the acquisition and development of the Armadale property or to B8’s share of the profits from the project.
B8 argued that the Lydia parties’ Calderbank offer was not one where they sought to simply resolve the litigation with B8 without an admission of liability. If that were the true intention, it could have been simply achieved. Rather, B8 saw itself as collateral damage in the dispute between Lydia and Genie.
The question of Lydia’s conduct and motivation was highlighted by her continuation of the litigation against Genie and the running of the Sisters’ Proceeding trial in February 2024. During the time between June 2021 and early 2024, the parties, including B8, incurred significant legal costs. It was only shortly before the commencement of the trial in the Sisters’ Proceeding that the Lydia parties suddenly agreed to B8 receiving its contributions and a 15% profit share (subject at first to provision of the tax invoice). When B8 raised objections about the tax invoice, Lydia relented and abandoned that requirement. Ultimately, after more discussion and a refusal by Lydia to withdraw her defence, the Court entered judgment for B8.
Lydia’s Position
I have summarised the position of the Lydia parties in paragraph 5 above. The Lydia parties rely upon the Calderbank letter of 23 June 2021 as justification for the orders sought. They say that in circumstances where B8 accepted the offer on 7 July 2021 and the factors discussed in Hazeldene’s Chicken Farm Pty Ltd v Victorian Workcover Authority (No 2)[4] favoured Lydia’s position, the Court should make the orders Lydia seeks. The gist of Lydia’s case on this issue is that it was unreasonable for GE & L and Genie not to accept the Calderbank offer. That failure resulted in B8 being able to claim interest and costs in this case where the relief which B8 obtained was no better than what the Lydia parties offered under the Calderbank letter.
[4](2005) 13 VR 435.
Genie’s Position
The Genie parties contend that the Lydia parties should pay the costs of the other parties in this proceeding on an indemnity basis. There are two bases for this contention: first, the Calderbank offer Lydia relies upon was ineffective; second, there were special circumstances which justified an order for indemnity costs rather than the usual order of costs taxed on a standard basis.
Genie’s position, even before B8 issued this proceeding, was that she agreed to release the amount claimed by B8 from the funds in trust. Genie then filed a plea in her defence to the same effect. She said further that, as a director of GE & L, it was open to her and commercially sensible to release the claimed contribution funds and profit share to B8. But Lydia precluded Genie from making any payment to B8. If not for Lydia’s conduct and attitude, Genie and B8 would have avoided this proceeding and the resultant expense which it caused.
Genie said that the Calderbank offer relied upon by Lydia was ineffective because it required Genie to make concessions to Lydia in relation to the Sisters’ Proceeding. These concessions were irrelevant to the claims by B8 in the present case and were not relief which Lydia sought in this case or relief which was available to her.
Genie also argued that, on the facts, a special costs order was appropriate because:
(a) Lydia’s conduct caused a loss of time to the Court and to other parties;
(b) Lydia commenced or continued the proceedings in wilful disregard of known facts or clearly established law; and
(c) Lydia commenced or continued the proceeding for an ulterior motive.
Genie argued that factors (a) and (b) were present in Lydia’s conduct of this proceeding. She also argued that, having regard to Lydia’s Calderbank offer, her failure to produce evidence in support of her defence and the abrupt capitulation to B8’s claims shortly before the trial in the Sisters’ Proceeding, factor (c) was present as well. Lydia did not pursue her defence against B8’s claims in a meaningful way but kept the proceeding on foot as a means of pressuring Genie in relation to the Sisters’ Proceeding.
Legal Principles
There was no dispute between the parties that B8 was successful in its claim and that the general principle should apply whereby costs follow the event.
The main area of contention, apart from the identity of the party paying the costs, was the scale of costs which should be paid, indemnity or standard. In Ugly Tribe Co Pty Ltd v Sikola[5] (“Ugly Tribe”), Harper J identified circumstances in which a Court might properly make special costs order, that is, one for indemnity costs. The circumstances include:
[5][2001] VSC 189.
(a) the making of an allegation, known to be false, that the opposite party is guilty of fraud;
(b) the making of an irrelevant allegation of fraud;
(c) conduct which causes loss of time to the Court and to other parties;
(d) the commencement or continuation of proceedings for an ulterior motive;
(e) conduct which amounts to a contempt of court;
(f) the commencement or continuation of proceedings in wilful disregard of known facts or clearly established law; and
(g) the failure until after the commencement of the trial, and without explanation, to discover documents the timely discovery of which would have considerably shortened, and very possibly avoided, the trial.[6]
These categories are well-recognised by the courts and Ugly Tribe has been cited with approval in many decisions.[7]
[6]Ibid at [7] (citations omitted).
[7]See, for example, Bisognin v Hera Project Pty Ltd [No 2] [2018] VSCA 129; 24 Hour Fitness Pty Ltd v W & B Investment Group Pty Ltd [2015] VSCA 216; Sunland Waterfront (BVI) Ltd v Prudentia Investments Pty Ltd [2013] VSCA 237.
Analysis
In general terms, I accept the submissions made by B8 and the Genie parties and I am satisfied that the Lydia parties should pay the costs of B8 and the Genie parties in this proceeding, such costs to be taxed on an indemnity basis in default of agreement. I have reached this view for several reasons.
First, the attitude and conduct of the Lydia parties in not agreeing to the earlier disbursement of funds to B8 was the catalyst for B8 initiating this proceeding. The Genie parties were happy to pay B8, from the funds held in trust, a sum which represented the capital B8 contributed to the purchase of the Armadale property and its redevelopment, together with a 15% share of the estimated nett profit from the project. But the Lydia parties would not agree. Thereafter, in February 2021, B8 issued the writ in this proceeding. The Lydia parties filed a defence and contested the proceeding until shortly before the trial began in the Sisters’ Proceeding in February 2024. Then they settled this case without explanation and agreed that B8 should recover the money it was owed. It appears that the Lydia parties caused lengthy delay in resolving the litigation for no apparent reason. This meant that the Lydia parties caused the other parties to waste time and money conducting a case which B8 should not have needed to run.
Secondly, the Calderbank offer which Lydia relied upon was not effective to give the Lydia parties the costs protection they sought. Clauses 3(a) and (b) specified payments to Lydia and GEY Investment Pty Ltd of $1 million and approximately $661,000 respectively, while simultaneously making no payment to Genie. It was inappropriate for the Lydia parties to include in this offer terms which were directed not to B8 as the plaintiff and opposite party, but to the Genie parties who were fellow defendants. The Lydia parties did this in circumstances where they had no claim in the proceeding against the Genie parties. On these facts, it is reasonable to infer that Lydia was trying to apply pressure to Genie by including those terms in the Calderbank offer to B8. Lydia’s conduct was consistent with a party having an attitude of continuing a proceeding for an ulterior motive. I find that this was Lydia’s motivation for making the offer in the terms she did.
Thirdly, by acting as they did, the Lydia parties continued the proceeding in wilful disregard of known facts or clearly established law. There was no arguable defence or one which had a real prospect of success in opposing the claim B8 made.
Gross Costs
B8 seeks an order that its costs be assessed as a gross sum rather than as taxed costs. It does so because:
(a) the assessment of its costs has already been delayed significantly by the conduct of the Lydia parties. An order expediting and simplifying the process now would be fair;
(b) the action has been on foot for three years and included a large number of interlocutory steps and hearings;
(c) the parties are represented by experienced practitioners, so that fact would limit the scope for a party to suffer prejudice due to the simplified assessment process; and
(d) adopting the gross sum approach to costs would give effect to the intent and purpose of sections 1 and 8 of the CPA.
As noted before, the Lydia parties made no submissions at all on this issue.
Legal Principles
B8 relies upon rule 63.07 of the Rules which is in the following terms:
63.07 Taxed or other costs provision
(1)Subject to this Order, where by or under these Rules or any order of the Court costs are to be paid to a party, that party shall be entitled to taxed costs.
(2)Where the Court orders that costs be paid to a party, the Court may then or thereafter order that as to the whole or any part of the costs specified in the order, instead of taxed costs, that party shall be entitled to —
(a) a portion specified in the order of taxed costs;
(b)taxed costs from or up to a stage of the proceeding specified in the order;
(c) a gross sum specified in the order instead of taxed costs;
(d)a sum in respect of costs to be determined in such manner as the Court directs.
In Sunland Waterfront (BVI) Ltd v Prudentia Investments Pty Ltd (No 3),[8] Croft J identified the object of a gross sum costs order in lieu of taxed costs under this rule. His Honour said:
(i)the purpose of the subrule is to avoid the expense, delay and aggravation involved in protracted litigation arising out of taxation.
(ii)an order that costs be assessed as a gross sum does not envisage that any process similar to that involved in taxation should take place. On the contrary, the Court applies a much broader brush than would be used on a taxation of costs pursuant to O 62.
(iii)the Court should be confident that the approach taken to the estimate of costs is logical, fair and reasonable. The Court should be astute to avoid both overestimating the recoverable costs and underestimating the appropriate amount, for example by applying an arbitrary discount to the amounts claimed.
(iv)although the power to assess a gross sum for costs involves the exercise of a discretion, it is necessary to bear in mind fundamental principles applicable to an assessment of costs on a party and party basis. These include the principles contained in O 62 r 19 (embodying the ‘necessary or proper’ test) and those stated in Stanley v Phillips (1966) 115 CLR 470, at 478, per Barwick CJ (on a party and party taxation the emphasis is upon obtaining adequate representation to enable justice to be done, not upon the propriety of steps taken to ensure maximum success in the cause).
(v)although the methodology permitted by O 62 r 4(2)(c) initially involves a broader approach than on a normal taxation, the provisions of O 62 and Sch 2 provide assistance in fixing an appropriate gross sum.[9]
[8][2012] VSC 399.
[9]Ibid at [84], quoting Seven Network Ltd v News Ltd [2007] FCA 1062 at [25] (Sackville J) (citations omitted).
In ACN 074 971 109 (as trustee for the Argo Unit Trust) & Anor v National Mutual Life Association of Australasia Ltd,[10] Wood AsJ identified a number of further propositions arising from the authorities:
[10][2013] VSC 137.
(a) a gross sum represents the liability of the losing party but the figure is not arrived at through a process as rigorous as a full taxation;[11]
[11]Ibid at [15], having set out parties’ reference to authorities at [5] and [12].
(b) it is rare that a losing party is denied the opportunity to participate in a full taxation;[12]
(c) there must be a sufficient justification for the adoption of the less rigorous methodology;[13] and
(d) a court ordering costs as a gross sum must be confident that a gross sum can be assessed on the material available by an approach which is logical, reasonable and fair.[14]
[12]Ibid.
[13]Ibid.
[14]Ibid at [61]–[62].
In the present case, I am not persuaded that a gross sum costs order is appropriate. I adopt this view for several reasons.
First, while the Lydia parties have conducted this litigation in a way which is not consistent with their obligations under the CPA, the order for indemnity costs takes this into account. Given orders for taxed costs are the usual orders and a gross sum order for costs is rare, I do not consider the conduct of the Lydia parties was so poor as to warrant, or that the circumstances otherwise justify, the making of such an exceptional order. Unfortunately, notwithstanding the provisions of the CPA, parties frequently engage in hard fought lengthy litigation which extends over a period of years. While a gross sum costs order is undoubtedly more efficient than the usual order for taxed costs, efficiency alone cannot be a determinative criterion for making such an order. If that were the case, then gross sum costs orders would become the usual order and would no longer be distinguished by their rarity.
Secondly, B8 has not filed any material from a costing expert giving the Court any information about the pros and cons of making a gross sum costs order instead of the usual orders for taxed costs. Thus, the Court does not know anything about: the time and expense likely needed to produce a bill of costs in taxable form; the estimated time and expense of conducting a taxation hearing; the likely amount of costs recoverable by B8; the amount of time and money potentially saved by making a gross sum costs order; or aspects of the process involved with a gross sum assessment which might operate illogically or unreasonably to render the process unfair for one or other litigant. While the order sought by B8 provides for a directions hearing before a mediation in the Costs Court, the current absence of expert evidence makes it difficult for the Court to assess the fairness and suitability of making a gross sum costs order in this case. Also, the Court has no specific information about how much more quickly (if at all) a gross sum costs hearing could be conducted and finalised. Without evidence about these matters I am unwilling to make the order sought by B8.
Conclusion
For the reasons set out I make the following orders.
1The second and third defendants pay the plaintiff statutory interest in the sum of $167,606.01.
2The second and third defendants pay the plaintiff’s costs of the proceeding, including reserved costs, such costs to be taxed on an indemnity basis in default of agreement.
3The second and third defendants pay the first and fourth defendants’ costs of the proceeding, including reserved costs, such costs to be taxed on an indemnity basis in default of agreement.
SCHEDULE OF PARTIES
| B8 GROUP PTY LTD (ACN 609 740 258) | Plaintiff |
| - and - | |
| GE & L INTERNATIONAL INVESTMENT PTY LTD (ACN 139 294 590) | First defendant |
| LDY PTY LTD (ACN 629 727 224) ATF THE GE & W DISCRETIONARY TRUST | Second defendant |
| LIANGDI GE | Third defendant |
| LIANGYAN GE | Fourth defendant |
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