Chris Siamidis v Steve Siamidis
[2025] VSC 228
•1 May 2025
| IN THE SUPREME COURT OF VICTORIA | Not Restricted |
AT MELBOURNE
COMMERCIAL COURT
COMMERCIAL LIST
S ECI 2024 06819
| CHRIS SIAMIDIS & ANOR (according to the Schedule) | Plaintiffs |
| v | |
| STEVE SIAMIDIS & ORS (according to the Schedule) | Defendants |
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JUDGE: | Delany J |
WHERE HELD: | Melbourne |
DATE OF HEARING: | 21 March 2025 |
DATE OF RULING: | 1 May 2025 |
CASE MAY BE CITED AS: | Chris Siamidis & Anor v Steve Siamidis & Ors |
MEDIUM NEUTRAL CITATION: | [2025] VSC 228 |
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RECEIVER — Just and convenient to appoint receivers to sell real property assets the subject of a deed of settlement — Deed put an end to four years of heavily contested litigation — Strong prima facie case of breach of the deed — Family relationship broken down — Multiple past breaches and delays by defendants — Breach of obligation to cooperate — Section 37(1) of the Supreme Court Act 1986 (Vic), ss 7 and 8 of the Civil Procedure Act 2010 (Vic) — Australian Securities and Investments Commission v Hopkins [2024] FCA 1371, University of Western Australia v Gray (No 6) [2006] FCA 1825 followed, National Australia Bank Limited v Bond Brewing Holdings Limited [1991] 1 VR 386 distinguished, Martyniuk v King & Ors [2000] VSC 319 considered.
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APPEARANCES: | Counsel | Solicitors |
| For the Plaintiffs | Christopher Brown KC Georgia Berlic | SBA Law |
| For the First Defendant | Alexandra Folie | Hall & Wilcox |
| For the Second Defendant | Andrew P Dickenson | Gordon Legal |
TABLE OF CONTENTS
Overview.............................................................................................................................................. 1
The plaintiff’s claims........................................................................................................................ 6
Steve’s response to the plaintiffs’ claims...................................................................................... 7
An evaluation of the competing claims......................................................................................... 8
Criteria for the appointment of a receiver................................................................................... 12
Chris’ submissions...................................................................................................................... 14
Steve’s submissions.................................................................................................................... 17
Consideration.................................................................................................................................... 20
Undertaking as to Damages........................................................................................................... 28
HIS HONOUR:
Overview
On 6 August 2024 the parties to this proceeding entered into a settlement deed (‘settlement deed’). The settlement deed resolved differences between members of the Siamidis family and companies trust and superannuation funds associated with the family members which had been the subject of proceedings in this Court since December 2020 and in the County Court since July 2022. On one side of that litigation was Chris Siamidis and his mother Kasiani and on the other side, Chris’s brother Steve and sister Mary.
Without intending any disrespect to the parties involved in this dispute, I refer to them in these reasons by their given names.
On 16 December 2024 Chris and Kasiani issued this proceeding alleging breach by Steve and Mary of their obligations pursuant to the settlement deed. The relief sought in the proceeding includes an order for specific performance of the settlement deed. In the alternative an order pursuant to s 37 of the Supreme Court Act and r 39.02 and/or r 66.11 of the Supreme Court (General Civil Procedure) Rules 2015 (Vic) (‘Rules’) that a receiver be appointed for the purpose of taking steps, executing all documents and doing all things necessary to sell certain real property referred to in the settlement deed and for such other orders as the Court deems appropriate.
The settlement deed contains detailed provisions for the sale of a large number of valuable real property assets, for the discharge of liabilities and for distribution of the net proceeds of sale.
On 17 December 2024 Chris and Kasiani issued a summons for an interlocutory mandatory injunction to compel the defendants, including Steve and Mary, to take steps pursuant to the settlement deed or alternatively for the appointment of a receiver consistent with the final relief sought by them in the proceeding.
On 31 January 2025 I fixed the interlocutory application for hearing on 21 March 2025. I made orders for the completion of pleadings prior to that date and for the filing and service of evidence and submissions.
Steve and Mary, who are both separately represented in this proceeding, as was the case in the previous Supreme Court proceeding, oppose the relief sought by Chris and Kasiani.
Steve’s defence largely consists of denials, including denials of breach of the settlement deed. Mary’s defence largely consists of denials or non admissions.
The parties filed detailed evidence and submissions prior to the hearing on 21 March 2025:
(a) the affidavits of Chris Siamidis sworn on 16 December 2024 and 6 March 2025;
(b) the affidavit of Kelly Ann Powers sworn on 12 March 2025;
(c) the plaintiffs’ outline of submissions filed 12 March 2025;
(d) the affidavits of Steve Siamidis affirmed on 27 February 2025 and 20 March 2025;
(e) submissions on behalf of the first defendant filed 19 March 2025;
(f) the affidavit of Mary Schilling sworn on 26 February 2025;
(g) submissions on behalf of the second defendant filed on 19 March 2025;
(h) the affidavit of Hamish Michael Bryce McNair date 20 March 2025.
In the immediate lead up to the hearing Steve undertook some actions required of him pursuant to the settlement deed which previously had been and remained outstanding despite requests from Chris that he attend to such matters.
On 19 March 2025 Steve completed the required paperwork and paid the administration fee to bring about the nomination of a real estate agent to be appointed by the Real Estate Institute of Victoria (‘REIV’) to sell the Kings Way properties the subject of the settlement deed. Also on 19 March 2025 Steve removed his three motor vehicles from the St George’s Road property that had, until their removal, prevented Chris from accessing and removing motor vehicles from that property to which he is entitled pursuant to the settlement deed.
In his 20 March 2025 affidavit Steve responded to Chris’ 6 March 2025 affidavit concerning Steve’s earlier failure to remove his personal items from properties at St George’s Road, 635–637 Sydney Road and 479–481 Lygon Street by saying that at the time of his affidavit there were now no items of his remaining at those properties. He gave evidence that Mary was in the process of taking steps to remove her personal items from the Lygon Street properties.
The actions taken by Steve to which I have referred reduced the scope of outstanding steps required pursuant to the settlement deed compared to the position both at the time the proceeding was issued, and at the date of the plaintiffs’ submissions dated 12 March 2025.
At the hearing on 21 March 2025 the plaintiffs provided a table which I infer was prepared prior to the receipt by the plaintiffs of a copy of Steve’s 20 March 2025 affidavit, setting out the then current position concerning properties to be sold pursuant to the settlement deed (‘the Properties’). Part of the contents of that table is reproduced below.
No Property Name Deed Status 1.
Murchison Property
Cl 6
Listed for sale, revised selling range
2. York Street Cl 7 CBRE appointed, property not sold
Unknown whether personal items removed
3.
Lot 1 Kings Way
Cl 10
No real estate agent appointed
4.
Lot 2 Kings Way
Cl 10
No real estate agent appointed
5. 635‑637 Sydney Road Cl 11 CBRE appointed, property not sold
Personal items not removed
6. 479 Lygon Street Cl 13 CBRE appointed, property not sold
Personal items not removed
7. 481 Lygon Street Cl 15 CBRE appointed, property not sold
Personal items not removed
8.
483 Lygon Street
Cl 17
CBRE appointed, property not sold
9. Dromana Parade Cl 19 Contract of Sale 22/02/2025
Rental arrears. Loan in default
10. St Georges Road Cl 21 CBRE appointed, property not sold
Personal items not removed
Vehicles not removed
Having regard to the factual position current at the conclusion of the hearing on 21 March 2025, the plaintiffs sought the following orders:
4. Pursuant to section 37 of the Supreme Court Act 1986 (Vic) and rule 39.02 of the Supreme Court (General Civil Procedure) Rules 2015 (Vic) (‘the Rules’) Mr Lindsay Bainbridge and Andrew Reginald Yeo of Pitcher Partners be appointed as joint and several receivers (‘Receivers’), without security, over the following properties:
(a) 479 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 8055 Folio 072 (‘479 Lygon Street’);
(b) 481 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 8055 Folio 070 (‘481 Lygon Street’);
(c) 483 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 4928 Folio 464 (‘483 Lygon Street’);
(d) 169‑173 St Georges Road, Fitzroy North, being the property more particularly described in Certificate of Title Volume 7608 Folio 032 (‘St Georges Road’);
(e) 14 York Street, South Melbourne, being the property more particularly described in Certificate of Title Volume 10059 Folio 454 (‘York Street’);
(f) 635‑637 Sydney Road, Brunswick, being the property more particularly described in Certificate of Title Volume 10142 Folio 512 (‘635 Sydney Road’);
(g) Lot 1, 164 King Way, South Melbourne, being the property more particularly described in Certificate of Title Volume 10117 Folio 486 (‘Lot 1 Kings Way’); and
(h) Lot 2, 164 King Way, South Melbourne, being the property more particularly described in Certificate of Title Volume 10117 Folio 487 (‘Lot 2 Kings Way’),
(‘the Properties’), with:
(i) all of the powers provided in s 420 of the Corporations Act 2001 (Cth); and
(j) the power to remove, dispose and/or otherwise convert all chattels and personal property, including vehicles, that remain at any of the Properties by 7 April 2025 in accordance with 420A of the Corporations Act 2001 (Cth),
for the purpose of taking all steps, executing all documents and doing all things necessary to sell those properties (‘Appointment’).
The plaintiffs also sought orders that the reasonable costs, expenses and remuneration of the receivers incurred by them in relation to the appointment be paid from the proceeds of sale of the Properties. They sought an order that the requirement that the receivers file a guarantee under rule 39.05 of the Rules be dispensed with and that the receivers have liberty to apply for directions and orders in relation to the appointment.
Towards the end of the hearing on 21 March 2025 counsel for the parties informed me they proposed to endeavour to resolve the issues in dispute by negotiation or further mediation. It was agreed that I would defer the preparation of my reasons and delivery of my decision to allow that process to occur.
On 26 March 2025 I was advised that no agreement was able to be reached.
Having considered the evidence and submissions, for the reasons that follow I have determined that it is just and convenient to appoint receivers and to make orders generally in accordance with the relief set out in paragraphs 15 and 16 above. The solicitors for the plaintiffs should provide a draft order to my chambers, copied to the solicitors for the defendants. The draft order should include the usual undertaking as to damages which counsel for the plaintiffs confirmed was offered by Chris as the ‘price’ for the orders providing for the appointment of the receivers. For the reasons discussed in paragraphs 104 and 105 below, do not require an undertaking as to damages from Kasiani.
The plaintiff’s claims
The plaintiffs alleged they have a strong prima facie case for breach of the settlement deed, in particular, breach by the defendants of their obligations concerning arrangements for the timely sale of real properties.
In their statement of claim the plaintiffs allege breaches of clauses 7.2, 11.2, 13.2, 15.2, 17.2 and 21.2 of the settlement deed. The clauses relied on are drafted in almost identical terms. They relate to the following properties, respectively:
(a) York Street, South Melbourne
(b) 635–637 Sydney Road
(c) 479 Lygon Street
(d) 481 Lygon Street
(e) 483 Lygon Street
(f) St Georges Road.
The clauses relied on contain a mechanism for the appointment of selling agents for each property. By way of example, Clause 7.2 is in the following terms:
7.2 Within 14 days of the Execution Date, Steve and Chris agree on the appointment of a real estate agent to market and sell York Street, failing which Steve make an application to the Real Estate Institute of Victoria (REIV) to nominate a real estate agent to market and sell York Street (York Street Agent) within 7 days.
The plaintiff maintains that on a proper construction of those clauses:
(a)it is only if Chris and Steve do not agree on the appointment of a real estate agent to sell a property that Steve is permitted to make an application to the REIV to nominate a real estate to market and sell each property identified;
(b)once a real estate agent is appointed by agreement between Chris and Steve, neither Chris nor Steve can unilaterally terminate the appointment of that real estate agent.
The issue of the entitlement or otherwise of Steve, or for that matter Chris to unilaterally withdraw consent to the earlier agreed to appointment of a selling agent arises because the brothers having in August 2024 agreed to the appointment of CBRE to sell the properties listed paragraph 21, on 19 November 2024 Steve unilaterally purported to withdraw his consent to the appointment of CBRE.
Clause 4.1 of the settlement deed states that ’the parties must cooperate with one another, take all steps, execute all documents and do all things necessary or desirable to affect the sale of…’ the properties to be sold.
At the hearing the plaintiffs submitted that Steve has breached and remains in breach of clause 4.1 of the settlement deed by failing to effect the sale of properties pursuant to the settlement deed, including the properties listed at paragraph 21.
Steve’s response to the plaintiffs’ claims
In his defence Steve alleges that it was a term of the settlement deed that the parties must cooperate with one another, take all reasonable steps, execute all documents and do all things necessary or desirable to effect the sale of certain real properties ‘at fair value’, alternatively at market value.
One of the allegations of breach concerns steps required to be taken by Steve pursuant to the settlement deed to effect the sale of the Kings Way properties. Clause 10.2 of the settlement deed which deals with the sale of those properties is in the following terms:
Within 14 days of the completion of the Rent Review Process, Steve and Chris agree on the appointment of a real estate agent to market and sell the Kings Way Properties, failing which Steve make an application to the Real Estate Institute of Victoria (REIV) to nominate a real estate agent to market and sell the Kings Way Properties (Kings Way Properties Agent) within 7 days.
Steve alleges that as well as it being a term of the settlement deed that the parties agree to take all reasonable steps to effect the sale of the Kings Way properties at fair value, alternatively market value, that such steps are only required to be taken after completion of the rent review and after payment of any rent arrears as a consequence of that review. The defence asserts that the terms alleged arise as a matter of construction of clause 10, alternatively, to give business efficacy to the settlement deed.
Concerning his 19 November 2024 unilateral withdrawal of consent to the sale of Properties by CBRE, to whom letters of engagement had previously been sent by or on behalf of Steve, Steve submitted that is not an express term, nor does the settlement deed provide for a withdrawal, nor is there any express term dealing with a withdrawal of consent. He submitted that the relevant parts of the settlement deed dealing with the sale of real property, of which clauses 7.2 and 10.2 reproduced above are examples, provide that where there is an absence of agreement, whether that is because there has been no agreement at the outset or because agreement previously reached has been withdrawn, the REIV needs to appoint.
Steve submitted that while there had been a pleaded allegation of breach by him of his obligations to effect the sale of the Dromana property, that allegation is no longer relevant as the Dromana property has now been sold.
Steve submitted there is no pleaded allegation that Steve or Mary breached their obligations under the settlement deed to cooperate, to do all things necessary to effect the sale of the remaining properties that have not yet been sold. It was submitted that in circumstances where it is not alleged that the defendants have breached those obligations it would not be open for the Court to appoint a receiver for that purpose. By doing so, the Court would be intervening and rewriting the parties’ pleadings and allegations. Steve submitted that instead what should occur is that the REIV should appoint an agent for the Properties.
An evaluation of the competing claims
On the hearing of the interlocutory application it is unnecessary to express a definitive view of the competing arguments concerning the proper construction of the settlement deed. However, what is clear is that the plaintiffs have a strong prima facie case in favour of their construction of contested aspects of the settlement deed.
Contrary to the construction for which Steve contends, the settlement deed contains no reference to the actions which the parties are required to take to sell properties being subject to any requirement that the sale of properties be at ‘fair value, alternatively at market value’. There is no mention of fair value or market value in the provisions of the settlement deed. There is also no basis to construe the provisions of the settlement deed relating to the sale of the Properties as containing such a qualification.
Clause 39.6 of the settlement deed is an entire agreement clause. That clause states:
This agreement embodies the entire agreement and understanding between the parties concerning its subject matter and succeeds and cancels all other agreements and understandings concerning the subject matter of this agreement is and any warranty, representation, guarantee or other term and condition of any nature not contained in this agreement is of no force and effect.
Applying the criteria in BP Refinery (Westernport) Pty Ltd v Shire of Hastings[1] to imply a term as to ‘fair value’ or ‘market value’ as alleged by Steve to be part of the settlement deed on its proper construction is not necessary to give business efficacy to the settlement deed. It cannot be said that the implication of such a term or terms is so obvious that ’it goes without saying’. If the parties wished to include such a term or terms in the detailed settlement deed which put an end to four years of heavily contested litigation, they could have been expected to have included an express provision to that effect. As a separate matter, to imply such a term or terms would also be to cut across the entire agreement clause.
[1][1977] UKPCHCA 1; (1977) 180 CLR 266, 282–3.
There is no reference in clause 10 of the settlement deed to the payment of rent arrears whether as a precondition to sale of the Kings Way properties or at all. The topic of rent arrears, like the topics of fair value and market value, is not mentioned. There is no basis to construe clause 10.2 or to imply a term to the effect alleged by Steve concerning rent arrears.
The failure of the statement of claim to expressly plead breaches of the obligation in clause 4.1 concerning the Properties to which receivers are sought to be appointed might be a sound pleading objection, but consistent with the overarching purpose in s 7(1) of the Civil Procedure Act 2010 (Vic) (‘the CPA’), such an objection cannot stand in the path of a consideration of the interlocutory aspects of this dispute on its merits and in a manner that is intended to facilitate the just, efficient, timely and cost‑effective resolution of the real issues in dispute. In short, the failure to plead breach of clause 4.1 is not a disqualifying factor if the criteria for the appointment of receivers are otherwise made out. That is particularly the case in circumstances where the orders proposed both by the plaintiffs and by Steve make provision for the filing and service of an amended statement of claim.
Contrary to the position adopted and contended for by Steve, the settlement deed makes no provision, whether expressly or by implication, for either brother to withdraw his consent to an agent whose appointment to sell a specific property had previously been agreed to by Steve and Chris. Such agreement was required to occur within 14 days of 6 August 2024, the date of the settlement deed, pursuant to clauses 11.2, 13.2, 15.2, 17.2 and 21.2 concerning the properties at 635–637 Sydney Road, 479 Lygon Street, 481 Lygon Street, 483 Lygon Street and St Georges Road respectively. The settlement deed is simple in its terms. If no agreement as to the selling agent is reached within fourteen days, then Steve is to make an application to the REIV to nominate a real estate agent to market and sell that property, such application be made within seven days.
On a proper construction of the provisions of the settlement deed relating to the sale of properties, the settlement deed does not admit of the possibility that if agreement has been reached between the brothers as to the selling agent that one or other of the brothers can unilaterally withdraw his consent.
In August 2024 Steve agreed with Chris to the appointment of CBRE as the real estate agent for the sale of 635–637 Sydney Road, 479 Lygon Street, 481 Lygon Street, 483 Lygon Street and St Georges Road.
During the hearing counsel for Steve drew my attention to emails that show that prior to November 2024 Chris was expressing concerns with CBRE’s performance and was driving the notion of appointing joint agents. Those concerns related to the proposed sale by CBRE of 568–574 Sydney Road to Merri–bek Council. CBRE had been appointed by the brothers to sell that property on about 24 May 2024 pursuant to an exclusive agency agreement. On 31 October 2024 Chris ceased to express concerns about the proposed sale of 568–574 Sydney Road to the Merri–bek Council. On that day his solicitors notified Steve’s solicitors that they held instructions to accept the offer from the Council on the basis that the settlement deed required the parties to adopt the agent’s recommendation.
On 7 November 2024 a further email was sent by Chris’ solicitors seeking confirmation that Steve accepted the offer from the Council following which Chris would commence proceedings to enforce the terms of the settlement deed, including seeking injunctive relief or the urgent appointment of a receiver. On 20 November 2024 Steve’s solicitors confirmed that he agreed to accept the offer from the Council without pressing for amendments the contract of sale.
Counsel for Steve submitted that it was incorrect to characterise Steve as the party who was the ‘roadblock’ to progressing the sale of 568–574 Sydney Road as there was a period of time in which the parties were seeking to reach an agreement about having an agent other than CBRE appointed.
While it remains open to all parties to the settlement deed to agree to vary the terms of the settlement deed in writing in accordance with clause 39.1, the events concerning the sale of 568–574 Sydney Road did not involve such a variation or amendment. Although Chris and Steve were both concerned about the sale price and process, they were unable to agree upon how to proceed outside the terms of the settlement deed.
The history of the communications between the brothers concerning the sale of 568–574 Sydney Road highlights the inability of the family members to cooperate. It is unsurprising that there have been problems in the implementation of the settlement deed. The fraught nature of the relationship between the family members is exemplified by the fact that Steve has since 9 May 2022 been subject to Family Violence Final Intervention Orders in relation to Kasiani, Chris and his wife until further order. While not currently the case Mary was previously the subject of intervention orders in respect of Kasiani, Chris and his wife and children.
Steve’s acceptance of the Council’s offer to purchase 568–584 Sydney Road occurred approximately two weeks before his unilateral withdrawal of consent to the appointment of CBRE to sell the Properties listed in paragraph 21 above. I can see no basis on the proper construction of the settlement deed to support the proposition that one of the brothers was entitled to withdraw his consent previously given to the appointment of a real estate agent to market and sell any one of the Properties. The unilateral withdrawal by Steve of his consent appears to constitute a clear and ongoing breach of the terms of the settlement deed.
Criteria for the appointment of a receiver
Section 37 of the Supreme Court Act 1986 (‘the SCA’) provides that a court may appoint, whether on an interlocutory or final basis, a receiver if it is ‘just and convenient’ to do so. Rule 39.02 of the Rules states that the court may appoint a receiver at any stage of a proceeding.
The parties expressed their agreement that the principles to be applied are those stated in the authorities to which reference was made by Warren J (as her Honour then was) in Martyniuk v King & Ors.[2]
[2][2000] VSC 319 (‘Martyniuk’) [14] – [38] (citations omitted).
14.The general principle is that if misconduct, waste, or improper disposition of assets or that a trust is in a state of disarray can be shown, or if it appears that the trust property has been improperly managed, or is in danger of being lost or if it can be satisfactorily established that parties in a fiduciary position have been guilty of a breach of duty there is a sufficient foundation for the appointment of a receiver …
15.… the general ground on which the court appoints a receiver is ultimately in every case the protection or preservation of property for the benefit of persons that have an interest in it. …
16.The court may appoint a receiver of trust property where that is necessary for the well being of the trust …
17.“… As receivership is equitable in nature, the remedy is flexible and can be moulded to the needs of the situation.”
…
20.Further, in Picarda it is observed… “Assessing the degree of jeopardy or risk involves a qualitative judgment. A proper case must be made out … What then constitutes a proper case? The cases warrant the assertion that it should be a strong case …”
21.Further, s.37(1) of the Supreme Court Act 1986 (Vic) empowers the court to appoint a receiver when it is “just and convenient” to do so. In National Australia Bank Limited v Bond Brewing Holdings Limited [1991] 1 VR 259 at 539 the Appeal Division of the Supreme Court of Victoria said:
The appointment of a receiver is one of the oldest remedies of the Court of Chancery, and a very useful remedy it is. But its very efficiency means that a corresponding caution must attend its employment. Where a receiver is sought to protect property of which no one is in actual possession, no one will be ousted by the appointment and probably no great harm will be done.
22.At p.546 the Court said:
“The result of the authorities is that it may not now be possible to state with confidence the limits of the power to grant injunctions. But we would say that, just as an injunction may be granted for the protection of some legal or equitable right where no lesser remedy will meet the case, so may a receiver be appointed.”
…
27.It is a well established principle that receivership is a last resort measure…
28.The Appeal Division in Bond considered (at 541) the American position in relation to the appointment of a receiver and observed that it is a power that is “drastic, harsh and dangerous … ” and is to be exercised only “ … with utmost care and caution and only where the court is satisfied there is imminent danger of loss if it is not exercised”.
29.Further in the judgment the Appeal Division considered the way in which a court should exercise the discretion (at 541‑542):
“There has been a good deal more discussion of considerations bearing on the exercise of the discretion to appoint a receiver in the United States of America than elsewhere. According to 65 American Jurisprudence 2d, para. 20, the effect of the authorities is as follows: 'A court in exercising its discretion to appoint or refuse a receiver must take into account all the circumstances and facts of the case, the presence of conditions and grounds justifying the relief, the ends of justice, the rights of all the parties interested in the controversy and subject matter, and the adequacy and effectiveness of other remedies. This discretion is to be exercised with great caution and circumspection, after full consideration of the facts of a particular case and the interests of all parties concerned, for a reason strongly appealing to the judge to whom the application is made.
The appointment of a receiver should be denied where it is likely to do irreparable injury to others, or where greater injury will probably result from the appointment than if none were made.”
Chris’ submissions
Chris submitted that from the time the settlement deed was signed Steve and Mary have not performed their obligations, with the effect of frustrating and significantly delaying the sale of the Properties. As a result it has been necessary for the plaintiffs to issue the proceeding and to seek interlocutory relief for the appointment of receivers and associated relief.
Chris submitted that it is not in dispute that Chris and Steve agreed to appoint CBRE as the real estate agent for 635–637 Sydney Road, 479 Lygon Street, 481 Lygon Street, 483 Lygon Street, and St Georges Road under the relevant clauses of the settlement deed and that on 19 November 2024 Steve ‘withdrew’ his agreement to the appointment of CBRE as the exclusive real estate agent for those properties.
In support of the appointment of receivers to sell the properties referred to in paragraph 15, Chris relied on past alleged breaches by Steve and Mary:
(a) The failure to appoint an agent for the sale of the Kings Way properties within 14 days of completion of the rent review process as provided for in clause 10.2 of the settlement deed. The rent review process was completed on 28 October 2024. It was not until 19 March 2025 that Steve completed the necessary REIV paperwork and paid the required fee.
(b) The failure by Steve and Mary to do all things necessary to allow Chris to take possession of motor vehicles located at St George’s Road. Clause 33.5 of the settlement deed contemplates Chris would have removed his vehicles within 60 days. He was not able to do so until after 19 March 2025 when Steve removed his vehicles.
(c) The breach by Steve and Mary of their obligations to remove personal items from York Street within 30 days (by 5 September 2024), from Sydney Road and St Georges Road within 90 days (by 4 November 2024 ) and from 479 and 481 Lygon Street within 120 days (by 4 December 2024), noting clause 39.12 of the settlement deed which makes time of the essence. Removal of these items did not occur until March 2025.
(d) The failure by Steve to take action to list Dromana Parade for sale as expressly agreed — a failure remedied with entry into a contract of sale on 22 February 2025 but in circumstances where the mortgage to Bendigo Bank secured over that property was in default.
(e) An anticipatory breach by Mary of the obligation in the settlement deed to accept the agents’ recommendation of acceptance of an offer concerning the Murchison property. The agent gave advice as to the reserve on 22 July 2024, in November 2024 Mary indicated that she would not act in a manner consistent with that advice.
Chris submitted:
(a) first, that the evidence indicates that there has been waste and misconduct (particularly delay) by Steve and Mary in the implementation of the settlement deed; and the conduct of Steve and Mary has led to a risk to the Properties, where loans that the properties secure are in default;
(b) second, that there is a strong case for breach and clear evidence of delay by Mary and Steve and that the relevant discretionary factors weigh in favour of appointing receivers where no one will be ‘ousted’ from property by the appointment of receivers and there will be no ‘irreparable’ injury arising from the appointment of receivers;
(c) Third notwithstanding that the Court must consider any ‘less drastic’ remedy available, here it is appropriate to appoint receivers to sell because:
(i) there has been a total breakdown in the relationship between the parties and they are not likely to cooperate to carry out their obligations under the settlement deed; and
(ii) on the evidence, and in the context of the long‑running dispute between the Siamidis Family, there is a real risk that even if an interlocutory injunction is granted, that order will not be complied with causing the parties to return to the Court, incurring more costs and taking up further valuable Court resources.
(d) Fourth, an objection raised by the defendants to the appointment of receivers is the potential for further delay and costs that will be incurred by the receivers. However, the position is contrary: significant legal costs have been, and continue to be incurred by three different law firms engaged by the parties to carry out their obligations under the settlement deed. Those costs have been extremely high because of the siblings’ inability to cooperate. There is also no reason to speculate that receivers would achieve lower sales prices for the Properties.
Chris submitted that breaches by Steve of his obligations pursuant to the settlement deed to take steps to ensure the timely sale of properties was creating a position of financial jeopardy for the parties to the settlement deed in relation to the assets the subject of the settlement deed. Evidence given by Chris in his 16 December 2024 Affidavit was relied on.
In that affidavit Chris gave evidence of the receipt by him on 6 December 2024 of a Director Penalty Notice from the Australian Taxation Office (‘ATO’) as a director of Siamidis Properties Pty Ltd, the trustee of the Kingsway Unit Trust which had not paid its BAS liabilities from June 2022 to March 2024. He gave evidence of email communications between the National Australia Bank (‘NAB’) and he and his brother between 20 May 2024 and 19 November 2024 in relation to the NAB facility in an amount of $16.875 million which expired on 24 April 2024. On 11 December 2024 the NAB agreed in principle to renew that facility at a reduced amount of $15.25 million until 30 June 2025 ‘pending the asset sales strategy and repayment of the facility’. Chris gave evidence of various instances where the NAB account ending in 9963 was overdrawn and of communications from the State Revenue Office in relation to overdue land tax. He also gave evidence of communications from Bendigo Bank in relation to a notice of default and demand for payment under its facility secured over the Dromana Parade property.
Chris submitted that if Mr Bainbridge is appointed, he will charge capped costs as identified in the fee proposal. The appointment of the receivers will likely mean:
(a) the costs will be significantly lower than the legal costs of the three law firms;
(b) the costs incurred will not be unnecessarily increased by requiring cooperation between people who have shown they are unable to do so; and
(c) the sale of the Properties will be carried out faster (and absent obstructive delay).
Chris submitted it is consistent with the overarching purpose of the CPA, to facilitate the just, efficient, timely and cost‑effective resolution of the real issues in dispute, for the Court to appoint receivers to sell the Properties.
Steve’s submissions
In opposition to the application Steve drew attention to authorities in which the Courts have cautioned strongly against the appointment of receivers including the warning by the Full Court in National Australia Bank Ltd v Bond Brewing Holdings Ltd by reference to American Jurisprudence 2d, para. 20, that ‘the power is a drastic, harsh and dangerous one and should be exercised with care and caution’ and only ‘where the court is satisfied there is imminent danger of loss if it is not exercised’.[3]
[3]National Australia Bank Limited v Bond Brewing Holdings Limited [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ) (‘Bond Brewing’).
Steve referred to Yunghanns v Candoora No 19 Pty Ltd (No 2)[4] where Warren J held that the general ground on which the Court appoints a receiver is ‘ultimately in every case the protection or preservation of property for the benefit of persons who have an interest in it’.[5] In Yunghanns her Honour held that the following three principles can be distilled from the authorities and texts:[6]
First, the Courts will appoint a receiver of trust property (on an interlocutory and/or permanent basis) where that property is in jeopardy through misconduct, waste, improper disposition, breach of the trustee’s duty or the unsuitable character of the trustee. Second, the case in favour of appointment of a receiver must be a strong one but in assessing the risk to the trust the court will apply a qualitative judgment. Third, a receiver will be appointed to preserve the benefit of a person who has an interest in trust property.
[4](2000) 35 ACSR 34 (‘Yunghanns’).
[5]Yunghanns v Candoora (No 2) (2000) 35 ACSR 34 [65]; Martyniuk v King & Ors [2000] VSC 319 [15].
[6]Yunghanns v Candoora (No 2) (2000) 35 ACSR 34 [84].
Steve submitted the circumstances in which the Court may appoint a receiver are not closed, however the remedy is rarely ordered in this Court, save for the circumstance of a trustee company going into liquidation, in which case the liquidator’s appointment as a receiver over the assets of the trust may be necessary to enable the trust assets to be dealt with (usually sought and ordered on an uncontested basis).
Steve submitted the appointment of a receiver is a remedy of last resort and that the plaintiffs have not established any imminent danger or threat which requires the Court’s intervention at an interlocutory stage. He submitted the Court cannot be satisfied that there is the necessary degree of urgency or threat. It has not been established by the plaintiffs that the relief they seek would address or lessen the damage they say is being caused, nor is there a link between the alleged breaches and the damage that they say is being caused.
Steve submitted the issues raised by Chris in relation to the ATO notice, the NAB loan, the dealings between Bendigo Bank and the Dromana property, while showing less than ideal management of the company’s obligations are not evidence of an imminent threat or damage to the underlying properties themselves. There is no present threat which is credible to the exercise of a right of sale over any of those properties, or any evidence about the impact of any delays on the value of the property that might be achieved. While it is open to the Court to consider what occurred into relation to the sale of the Dromana Parade property and the Murchison property what happened in respect of those properties does not establish an imminent risk or threat to the other properties that remain unsold.
Steve submitted that the NAB loan is not an issue as the loan has been renegotiated and the documents have been signed. As a result it could not be said that there is any imminent risk of the mortgagee sale of property over which the NAB loan is secured. The status of the loan account has been extended to 30 June. What might occur after that is mere speculation.
It was submitted that no evidence was put forth establishing that a receiver is likely to cost less that the parties conducting the sales themselves. There would be both additional expenses incurred from sales by receivers and such sales would be perceived as distressed sales. For the sales to occur in this way would impact the value of the properties by reason of them being located close to each other. The sale of the properties at the same time (within 5–8 weeks of each other) would likely impact upon the value of the other properties which is contrary to how the parties have been conducting themselves pursuant to the settlement deed to date.
Steve submitted that cases that deal with the appointment of a receiver to the whole of the trust assets may arise where there are allegations of mismanagement and misconduct, in terms of governance of the trust. In those circumstances the Court will look carefully at whether there has been any misconduct, mismanagement and the appointment of a receiver or an injunction dealing with those matters is directed to stopping such misconduct and is not just directed to the sale of a property.
Steve submitted the Court itself, must be satisfied that it can enforce the order it has made without injustice to any party and must be very careful in making orders that have been described by the Court of Appeal as drastic and orders of last resort.
It was submitted the Court cannot resolve all aspects of the dispute between the relevant parties and siblings. Steve cited Patrick Stevedores Operations No 2 Pty Ltd v Maritime Union of Australia where the majority of the High Court noted:[7]
The courts do not ‑ indeed, they cannot ‑ resolve disputes that involve issues wider than legal rights and obligations. They are confined to the ascertainment and declaration of legal rights and obligations and, when legal rights are in competition, the courts do no more than define which rights take priority over others.
[7]Patrick Stevedores Operations No 2 Pty Ltd v Maritime Union of Australia (M29‑1998) [1998] HCA 30; (1998) 195 CLR 1 (Brennan CJ, McHugh, Gummow, Kirby and Hayne JJ) (‘Stevedores’) [83].
Steve submitted there is no evidence and the Court cannot be satisfied that there is an imminent risk to property and without that satisfaction, it is not open to make an order appointing receivers.
Consideration
The power in s 37(1) of the SCA to appoint a receiver is a power that may be exercised by the Court wherever it is ’just and convenient’ to do so.
I do not accept Steve’s submission that without being satisfied there is an imminent risk to property it is not open to make an order appointing receivers. I agree with the observations by Beach J in Australian Securities and Investments Commission v Hopkins,[8] made in the context of the equivalent statutory power in s 57 of the Federal Court of Australia Act 1976 (Cth) to appoint a receiver where it is ’just or convenient to do so’ that:
The condition on the grant of the statutory power under s 57 is expressed in broad terms, being where it is “just or convenient so to do”. It may be noted that the statutory power does not countenance a limitation on the exercise of the power or an implicit fetter based upon phraseology such as that the appointment of a receiver is a “drastic” remedy and the power should be exercised only in “extraordinary circumstances”. That is not the phraseology of the statutory power that I am requested to exercise and nor is any such limitation consistent with the authority of this Court, whatever has been said by any State intermediate appellate court.
[8][2024] FCA 1371 (‘ASIC v Hopkins’).
I also agree with the statement by French J, as his Honour then was, in University of Western Australia v Gray (No 6)[9] to which Beach J referred in ASIC v Hopkins that:
The power of the Court to appoint a receiver is statutory. It has its origins, however, as an equitable remedy. An order in the nature of an equitable remedy can be made under s 23 of the Act. The class of circumstances in which such power may be exercised is not closed. Nor are the purposes for which a receiver may be appointed and the powers and conditions attaching to such an appointment. There may be many circumstances of considerable diversity which would warrant such an order and it is important that the discretion not be unnecessarily confined by any particular line of cases to which it has been applied.
[9][2006] FCA 1825 [71].
I do not accept the submission by Steve, made by reference to statements by the Full Court in Bond Brewing, that in all cases where there is an application to appoint a receiver the power to do so involves the grant of an ’extraordinary and drastic remedy’ which ’should be exercised with care and caution’ and that receivership is a drastic course allowed only under pressing circumstances and granted only with reluctance and caution ’and only where the court is satisfied there is imminent dangers of loss if it is not exercised’.[10]
[10]National Australia Bank Limited v Bond Brewing Holdings Limited [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ).
As was recognised in Steve’s submissions, it is increasingly common for this court and also for the Federal Court to make orders on the application of the liquidator of a corporation, where the corporation previously acted as trustee of a trust, to be appointed as receiver and manager of the trust assets. An appointment of the liquidator as receiver in those circumstances has been held in many such cases to be ’just and convenient’.[11] In none of those cases was the making of an order for the appointment of a receiver regarded as an ‘extraordinary and drastic remedy’, a ‘last resort measure’, a power only to be exercised ‘where the court is satisfied there is imminent danger of loss if it is not exercised’. [12]
[11]See for example Re Waratah Group Pty Ltd [2020] VSC 523, Re Garrows Close Pty Ltd (in Liq) 2021 FCA 505 (Beach J) and Re All Purpose Labour Pty Ltd (in liquidation) as trustee for the ATC Unit Trust [2024] VSC 547 (Sloss J).
[12]National Australia Bank Limited v Bond Brewing Holdings Limited [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ).
Section 37(1) confers broad power on the Court to make an order whether interlocutory or final to appoint a receiver ‘if it is just and convenient to do so’. The section which authorises the appointment of a receiver is the same section that authorises the Court to grant an injunction, whether interlocutory or final.
The observations by the Full Court in Bond Brewing do not concern and nor do they govern, all of the circumstances in which the power to appoint a receiver pursuant to s 37 may be exercised.
The facts of Bond Brewing were stark. It is important to be conscious of them. It is also important to be conscious of the scope of the actual decision by the Full Court which is most conveniently encapsulated in the headnote to its decision.
Bond Brewing involved an ex parte application by a creditor to appoint a receiver made on the afternoon of Friday 29 December 1989. The Order was described by the Full Court as perhaps ‘the most momentous ex parte order ever made by an Australian Court’.[13] The Order appointing the receiver did not refer to any undertaking on behalf of the plaintiff to file a writ or institute proceeding, nor was any undertaking given.[14] The Order was not supported by the usual undertaking as to damages, notwithstanding what the Full Court described as ‘the danger to the defendants of calamitous loss’.[15] I draw attention to these factual matters because they provide context for the caution expressed by the Court of Appeal concerning the circumstances in which the wide power in s 37(1) to appoint a receiver ‘where it is just and convenient to do so’ might properly be exercised.
[13][1991] 1 VR 386, 530 (Kaye, Murphy and Brooking JJ).
[14][1991] 1 VR 386, 538 (Kaye, Murphy and Brooking JJ).
[15][1991] 1 VR 386, 538 (Kaye, Murphy and Brooking JJ).
The headnote to the decision of the Full Court in Bond Brewing records the holding that: [16]
1…A court will not make an order appointing a receiver of all the assets of a trading company unless convinced of its necessity. The remedy being drastic, it should be allowed only under pressing circumstances.
2Applications for the appointment of a receiver made without any, or any adequate, notice to the defendant should be granted sparingly and only in the case of emergency, where the circumstances are extraordinary…
[16][1991] 1 VR 386, 388 (1) and (2) (Kaye, Murphy and Brooking JJ).
In the course of their reasons, emphasising the extreme circumstances of the case before it, the Full Court observed: [17]
so far as we are aware, there is no case in Victoria – with the possible exception of the present – where an order has been made appointing a receiver of the undertaking of a company either without notice to it or notwithstanding its opposition where the purpose of the appointment is said to be the due administration of the undertaking and affairs of a company which stands in need of such an order because of its financial difficulties.
[17][1991] 1 VR 386, 549 (Kaye, Murphy and Brooking JJ).
The facts of Bond Brewing are a long way from the present circumstances. This application does not involve an application by creditor to appoint a receiver to the undertaking of a trading company. It does not involve an ex parte application. It does not involve an application by a creditor unsupported by the usual undertaking as to damages.
This case involves an application by one group of parties to a settlement deed intended to put an end to four years of bitter litigation between family members for the appointment of a receiver. The appointment is sought in the context of a complete breakdown in the relationship between the family members, evidence of a large number of breaches of the terms of the settlement deed by the defendants and of ongoing disputes concerning the sale of properties is the subject of the settlement deed by CBRE to whose appointments Steve had previously agreed.
As Warren J noted by reference to earlier authorities and texts in Martyniuk, a receivership is equitable in nature, the remedy is flexible and can be moulded to the needs of the situation. In this case what is sought is the appointment of receivers to ensure the timely performance of the sale of real properties for which the settlement deed provides after a period of more than six months of recurring breaches and delays occasioned by the conduct of the defendants and the failure of the brothers to be able to act cooperatively and to resolve their differences when disputes arose.
The correct approach to the present application is to apply the language of s 37(1), to consider whether it is ’just and convenient’ to appoint receivers to sell the properties referred to in paragraph 15 having regard to the court’s obligation to give effect to the overarching purpose in s 8(1) of the CPA. The statutory obligation in s 8(1) of the CPA is an obligation that was not in existence at the time of the decision of the Full Court in Bond Brewing or at the time of the decisions of Warren J in Martyniuk and Yunghanns. As French J observed in University of Western Australia v Gray (No 6),[18] it is important that the discretion to appoint a receiver not be unnecessarily confined by any particular line of cases in which it has been applied.
[18][2006] FCA 1825 [71].
I nonetheless proceed on the basis that it is important to approach an application such as the present with caution. I accept that a proper case, by which I mean as Warren J referred in Martyniuk, a strong case for the appointment must be made out. [19]
[19]Martyniuk v King & Ors [2000] VSC 319 [20].
Approaching s 37(1) and the exercise of power on that basis, I am comfortably satisfied that it is just and convenient to make orders for the appointment of receivers substantially in accordance with the orders sought by the plaintiffs in their application as modified at the end of the hearing. There are a number of reasons why that is the case.
First, I accept that the plaintiffs have demonstrated a strong prima facie case. In particular, for the reasons earlier discussed I am not persuaded that there is merit in the construction arguments pleaded in the defence. I do not consider there was an arguable basis for Steve to withdraw his consent to the appointment of CBRE to sell the properties listed at paragraph 21.
Steve submitted that the plaintiffs do not have a strong case. He pointed to a large amount of affidavit material that has been filed in support of a submission that the factual dispute between the parties is extensive. He submitted that questions of credit are likely to be relevant to the court’s final determination of the issues in the proceeding about which the court cannot make findings on an interlocutory basis.
I do not accept the validity of those submissions. This is not a case where credit is likely to be material to the outcome at trial. The terms of the settlement deed are clear.
Second, I accept the submission by Chris that there has been a total breakdown in the relationship between the parties and that they are not likely to be able to co‑operate to carry out their obligations under the settlement deed. The evidence about the events that have happened since the settlement deed was signed make good that proposition.
Third, past breaches by Steve and to a lesser extent by Mary have resulted in significant delays in the implementation of the settlement deed. It is highly desirable and in the interests of all parties to the proceeding and to the settlement deed that the risks of further delays and opportunities for disruption and disputation are minimised. The appointment of receivers is likely to promote such an outcome.
I do not accept the submission by Steve that past breaches which have now been remedied are not material to the disposition of the application. I consider that the events that have occurred since the settlement deed was signed, including past breaches which for the most part have been attended to by the defendants after the proceeding was issued point strongly to the need to appoint receivers to sell the remaining properties.
Clause 39.7 provides that:
Each party to this Deed shall do, sign and execute all deeds, schedules, acts, documents and things as may reasonably be required by the other parties so as to carry out and give effect to the terms and intentions of this deed effectively and to perfect, protect and preserve the rights of the other parties hereunder whether before or after completion.
Clause 39.12 provides that time shall be of the essence.
These contractual obligations have been both flouted and ignored by Steve and, to a lesser extent, by Mary. The appointment of independent receivers is needed to ensure past conduct in breach of these obligations is not continued or repeated.
The evidence establishes a recurring pattern of breaches on the part of Steve. The proceeding was issued in December 2024. Steve did not act in relation to the appointment of a selling agent by the REIV to sell the Kings Way properties until 19 March 2025. Steve and Mary were both in breach for months, so far as the timely removal of personal possessions from properties to be sold pursuant to the settlement deed are concerned. Steve removed his personal possessions at the 11th hour before the hearing. The obligation upon Steve and Mary to provide access to the St George’s Road property so that Chris could remove motor vehicle to which he was entitled under the settlement deed, was to ensure Chris was able to do so within 60 days. Nothing was done by Steve and Mary to ensure Chris was able to do so until 19 March 2025.
Fourth, just as there was no proper basis for Steve to unilaterally withdraw his consent to the appointment of CBRE to sell the properties listed at paragraph 21, which withdrawal was disruptive and without proper foundation, the withdrawal itself and Steve’s continued insistence that unilateral withdrawal is contemplated by and is consistent with the settlement deed has created ongoing uncertainty in the performance of the settlement deed.
The continued maintenance by Steve of his position that he was entitled to unilaterally withdraw his consent creates an ongoing impediment to the certainty and timely performance of the settlement deed which can only be resolved either by a final hearing of the issues at a trial, by agreement between the family members or by the appointment now of a third party, a receiver, having the control and conduct of the sale processes provided for in the settlement deed. Without such an appointment the unresolved issue of Steve’s (or for that matter Chris’) ability to withdraw his consent hangs over any steps taken by CBRE or by any agent appointed by the brothers to sell any of the properties and has the potential to severely undermine the timely and effective performance of obligations under the settlement deed.
Fifth, this is a case where unless receivers are appointed, which is the only way reasonable certainty of a timely sale program can be achieved, at least some of the Properties, those over which the NAB holds security, are in jeopardy of sale by the mortgagee. The NAB facility has been extended only until 30 June 2025 but that extension has been agreed to in the context of a proposed sale program. Of itself, the quantum of the NAB facility, the terms of its extension and the proximity of its current expiry date means that it is just and convenient to appoint independent receivers to sell the real property assets, to ensure that creditors including federal and state authorities are paid and that assets, some of which are not currently income producing, are not put in jeopardy.
Sixth, I do not accept that the appointment of receivers will have the consequence that asset sales will be conducted at a lower value. Receivers owe duties when appointed to sell assets and I anticipate the receivers will act in a manner consonant with those duties.
Seventh, there is merit in the submission that the costs of the receivers which the receivers have agreed to cap may well be less than the legal costs of ongoing disputes between the parties if they are left to themselves to try and agree upon the steps that have already been set out clearly in the settlement deed. Costs which have already been incurred by the parties’ solicitors following entry into the settlement deed referred to in the affidavit of Ms Powers, allowing some of the costs referred to include costs of the litigation, are in the hundreds of thousands of dollars.
It is reasonably to be anticipated that the appointment of receivers to sell the Properties will not result in increased costs to the parties and it is to be hoped that the appointment will assist to put an end to the dispute.
Eighth, the Properties to be sold are investment properties. This has the consequence that appointing receivers to sell the Properties, properties the parties have already agreed are to be sold, does not carry with it the risk of irreparable injury to any party.
Ninth, to order the appointment of receivers is consistent with the obligation in s 8(1) of the CPA to give effect to the overarching purpose. When family members have engaged in heavily contested litigation over a number of years and had been able to reach a comprehensive and detailed agreement to resolve their dispute on commercial terms, it is important that the court do what it can, consistent with the proper exercise of the power in s 37(1) of the SCA to assist in ensuring the efficient and effective implementation and performance of the settlement deed as agreed by the parties. By making orders for their appointment, the receivers can go ahead and sell the Properties as under the settlement deed the parties agreed is to take place. If the parties wish to pursue the litigation the subject of the proceeding they will be able to do so, but the realisation of the real property can and will continue in the meantime.
Undertaking as to Damages
Senior counsel for Chris confirmed his instructions to give the usual undertaking as to damages on behalf of his client. He was not in a position to do so on behalf of Kasiani who was not present in Court and whose first language is Greek and from whom instructions need to be obtained with the assistance of an interpreter.
I accept that in circumstances where Chris has substantial entitlements pursuant to the settlement deed, anticipated to be in the many millions of dollars, that it is not necessary in addition to require the usual undertaking as to damages from Kasiani.
No party expressly addressed the order sought dispensing with the provision of security by the receivers but particularly given the limited purpose and terms of the appointment of the receivers, it seems to me this is an appropriate case to grant such a dispensation.
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SCHEDULE OF PARTIES
| CHRIS SIAMIDIS | First Plaintiff |
| KASIANI SIAMIDIS | Second Plaintiff |
| - and - | |
| STEVE SIAMIDIS | First Defendant |
| MARY SCHILLING | Second Defendant |
| SIAMIDIS NOMINEES PTY LTD (ACN 059 928 960) as trustee for SIAMIDIS FAMILY TRUST | Third Defendant |
| LOWTHER STREET PTY LTD (ACN 147 981 995) as trustee for LOWTHER STREET PROPERTY TRUST | Fourth Defendant |
| SIAMIDIS PROPERTIES PTY LTD (ACN 059 928 915) as trustee for KINGS WAY UNIT TRUST | Fifth Defendant |
| UNITED CKS PTY LTD (ACN 125 442 668) as trustee for UNITED CKS TRUST | Sixth Defendant |
| NEW KONSTANTINOS PTY LTD (ACN 150 309 925) as trustee for YORK STREET CKS TRUST | Seventh Defendant |
| SIAMIDIS SUPERANNUATION PTY LTD (ACN 139 975 705) | Eight Defendant |
| SYDNEY ROAD SUPER PTY LTD (ACN 161 743 326) | Ninth Defendant |
| 479 LYGON STREET SUPERCO PTY LTD (ACN 613 886 525) as trustee for 479 LYGON STREET SUPERANNUATION FUND | Tenth Defendant |
| 481 LYGON STREET SUPERCO PTY LTD (ACN 613 886 436) as trustee for 481 LYGON STREET SUPERANNUATION FUND | Eleventh Defendant |
| LYGON STREET CUSTODIAN PTY LTD (ACN 168 404 000) | Twelfth Defendant |
| HIGH STREET NOMINEES PTY LTD (ACN 122 931 846) as trustee for HIGH STREET TRUST | Thirteenth Defendant |
| 712-716 HIGH STREET PTY LTD (ACN 605 396 334) as trustee for HIGH STREET SUPERANNUATION FUND | Fourteenth Defendant |
| SCMS ALBERT STREET PTY LTD (ACN 623 263 221) as trustee for ALBERT STREET SCMS TRUST | Fifteenth Defendant |
| 635-637 SYDNEY ROAD BRUNSWICK PTY LTD (ACN 602 419 394) as trustee for SYDNEY ROAD SUPERANNUATION FUND | Sixteenth Defendant |
| LYGON STREET GROUP PTY LTD (ACN 168 394 509) as trustee for LYGON STREET SUPERANNUATION FUND | Seventeenth Defendant |
| KONSTANTINOS CONSTRUCTION PTY LTD (ACN 139 885 484) as trustee for KONSTANTINOS CONSTRUCTION TRUST | Eighteenth Defendant |
| SIAMIDIS MANAGEMENT PTY LTD (ACN 059 928 997) as trustee for SIAMIDIS DIRECTORS SUPERANNUATION FUND | Nineteenth Defendant |
| DROMANA PARADE CUSTODIAN PTY LTD (ACN 613 631 431) | Twentieth Defendant |
| MEDIPHARM INVESTMENTS PTY LTD (ACN 085 865 345) | Twenty-first Defendant |
| ST GEORGES ROAD SUPER PTY LTD (ACN 161 742 909) as trustee for DROMANA PARADE SUPERANNUATION FUND | Twenty-second Defendant |
| CYNOSURA INVESTMENTS PTY LTD (ACN 091 437 946) | Twenty-third Defendant |
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