Christidis v Chalari Wines Pty Ltd - [2025] WASC 330

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   CHRISTIDIS -v- CHALARI WINES PTY LTD [2025] WASC 330
CORAM:   GETHING J
HEARD:   14 AUGUST 2025
DELIVERED          :   15 AUGUST 2025
FILE NO/S:   COR 125 of 2025
BETWEEN:   HAYLEY BROOKE CHRISTIDIS
Plaintiff
AND
CHALARI WINES PTY LTD
First Defendant
ALEXI EVANGELOS CHRISTIDIS
Second Defendant

Catchwords:
Corporations - Appointment of a provisional liquidator pursuant to s 472(2) of the Corporations Act 2001 (Cth) - Whether the plaintiff has reasonable prospects of obtaining a winding up order - Whether there is a good reason for intervention prior to the final hearing of the winding up application - Sole director left the jurisdiction leaving the company without management
Legislation:
Corporations Act 2001 (Cth) s 109X, s 459P, s 461(1)(k), s 467(1)(c), s 467(3)(b), s 472(2)
Supreme Court (Corporations) (WA) Rules 2004 (WA) r 6.1, r 6.4
Result:
Provisional liquidator appointed
Category: B
Representation:
Counsel:

Plaintiff : Mr A McDonald & Ms B Powell

First Defendant : No appearance

Second Defendant : No appearance
Solicitors:

Plaintiff : Pragma Lawyers

First Defendant : No appearance

Second Defendant : No appearance
Case(s) referred to in decision(s):
Australian Securities and Investments Commission v ABC Fund Managers Ltd [2001] VSC 383; (2001) 39 ACSR 443
Australian Securities and Investments Commission v ActiveSuper Pty Ltd (No 2) [2013] FCA 234; (2013) 93 ACSR 189
Australian Securities and Investments Commission v AGM Markets Pty Ltd [2018] FCA 1119; (2018) 129 ACSR 335
Australian Securities and Investments Commission v Oceanic Asset Management Pty Ltd [2015] FCA 966
Australian Securities Commission v Solomon and Others (1996) 19 ACSR 73
Industrial Installation and Access Systems Pty Limited [2011] NSWSC 1032
Krejci (liquidator) v Panella, in the matter of Richmond Lifts Pty Ltd (in liq) [2025] FCA 151
M2 Assets Pty Ltd v GT Capital Partners [2022] WASC 331
Manly Warringah Cabs (Trading) Co-op Society Ltd v Sydney Taxis Pty Ltd, Re Sydney Taxis Pty Ltd [2020] FCA 1216
Perpetual Corporate Trust Limited v Kottalewala [2025] WASC 250

GETHING J:

Introduction
1By application filed 12 August 2025, the plaintiff, Hayley Christidis, seeks orders for the winding up of the first defendant Chalari Wines Pty Ltd (Chalari) and, in the interim, for the appointment of a provisional liquidator (Application). The second defendant is her husband, Alexi Christidis. Mr Christidis is the sole director of Chalari.
2The catalyst for the Application is that Mr Christidis has left the jurisdiction, last known to have taken a flight from Perth to Dubai on 4 August 2025. His whereabouts is known to the authorities, but not Ms Christidis.
3Ms Christidis filed an affidavit sworn 12 August 2025 in support of the Application (Christidis Affidavit). Her counsel filed submissions on 13 August 2025 (Plaintiff's Submissions). She also filed an affidavit of service affirmed by Brenda Powell, a legal practitioner employed by her lawyers, on 13 August 2025 (Powell Affidavit).
4The Application was listed as a matter…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Keep reading for free

Create a free CaseChat account to read Christidis v Chalari Wines Pty Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2025] WASC 330
Decision Date: 15 AUGUST 2025

CaseChat Overview and Summary

Christidis v Chalari Wines Pty Ltd involved a dispute regarding the appointment of a provisional liquidator for Chalari Wines Pty Ltd. The applicant, Ms Christidis, sought the appointment of a provisional liquidator due to concerns about the company's financial stability following the unexplained departure of her husband, Mr Christidis, who was the sole director and shareholder of the company. Ms Christidis alleged that Mr Christidis had left the country under suspicious circumstances, had undisclosed financial liabilities, and had conducted questionable financial transactions prior to his departure. The court had to determine whether there were reasonable prospects of Ms Christidis succeeding in her application for a winding-up order and whether there was sufficient reason to appoint a provisional liquidator to manage the company's affairs pending the outcome of the winding-up application.

The court examined whether Ms Christidis had established reasonable prospects of success in her winding-up application, focusing on the company's solvency and the conduct of Mr Christidis. The court noted the suspicious circumstances surrounding Mr Christidis' departure, including his secret financial activities and the wiping of the company's computer memory. The court also considered the company's lack of external financial oversight and the potential impact of Mr Christidis' actions on the company's financial stability. Additionally, the court evaluated whether the appointment of a provisional liquidator was necessary to prevent the dissipation of the company's assets or to protect the interests of creditors and shareholders.

The court concluded that Ms Christidis had demonstrated reasonable prospects of success in her winding-up application due to the suspicious circumstances surrounding Mr Christidis' departure and his control over the company's finances. The court found that the appointment of a provisional liquidator was warranted to protect the company's assets and to ensure that the company's affairs were managed in the interests of its stakeholders. The court also noted that the absence of Mr Christidis left the company without effective management, further justifying the appointment of a provisional liquidator.

The court ordered the appointment of a provisional liquidator for Chalari Wines Pty Ltd to manage the company's affairs until the final hearing of Ms Christidis' winding-up application. The provisional liquidator was tasked with preserving the company's assets, investigating the suspicious financial transactions, and preparing a report on the company's financial position. The court's decision aimed to safeguard the interests of the company's stakeholders and to ensure that the company's affairs were managed transparently and in accordance with the law.

Orders

Orders of the court

Full text does not contain this section.

Background

Background to the litigation

Factual background 8In her affidavit, Ms Christidis deposes to the following facts.9Ms Christidis is married to Mr Christidis. She is by profession a nurse. She describes her relationship with Mr Christidis prior to the events the subject of the Application in unremarkable terms. They share two children together, now aged 11 and 12. Perhaps the most relevant personal fact is that in or around January 2025, Mr Christidis was clinically diagnosed with depression and Bipolar II disorder. Ms Christidis deposes that he continued working in the business, was medicated and attended appointments with a psychologist.[1] [1] Christidis Affidavit, par 34.10Chalari carries on the business of a wine producer. It was started in 2019 by Mr Christidis. 11Chalari was incorporated on 26 March 2019. At the time of incorporation Mr Christidis held 1 share and Ms Christidis 1 share. By a Corporations Act 2021 (Cth) (CA) Form 484 filed 12 February 2025 by Mr Christidis, ASIC was notified that Ms Christidis's share was transferred to Mr Christidis, making him the sole shareholder. Ms Christidis deposes that this was done without her knowledge or consent, nor valid resolution.[2] I return to this issue in pt 3.[2] Christidis Affidavit, pars 9, 116 - 120, attachments HBC-02, HBC-26, HBC-27, and HBC-28.12Also at the time of incorporation, Mr Christidis was a director, and has been at all times since. Ms Christidis was a director from incorporation to 23 November 2022, then from 1 August 2024 to 10 January 2025. She deposes that this was again done without her knowledge or consent, nor valid resolution.[3][3] Christidis Affidavit, pars 116 - 120, attachment HBC-01.13Ms Christidis sets out in some detail the work done by Mr Christidis to develop and grow the business of Chalari. This included the purchase in April 2020 of a property in Mount Barker on which to operate the business (Mount Barker Property). The registered proprietors of the Mount Barker Property are Mr and Ms Christidis.[4] Ms Christidis and her children currently reside at the Mount Barker Property. [4] Christidis Affidavit, par 27, attachment HBC-03.14The business of Chalari appears to have grown since its inception. Initially, the business sourced grapes from vineyards in the Swan Valley and Frankland River regions from which to produce wine. In 2022, Chalari leased a vineyard near Albany to source additional grapes. 15Ms Christidis describes Mr Christidis as the 'controlling mind' of Chalari. She does not have qualifications in the wine industry, and continued to work as a nurse throughout their relationship. Her income was the primary income for the family. She was told, and believed, that the income from Chalari was being reinvested back into the business to support its growth. The two of them would discuss the business from time to time. Occasionally she would sign documents presented to her by her husband, accepting his explanation for their need. She deposes that Mr Christidis 'had full responsibility for the operation of the business and full autonomy to make decisions regarding its growth and progression'.[5] [5] Christidis Affidavit, in particular pars 6 and 48.16Ms Christidis goes into some detail as to the events leading up to the disappearance of Mr Christidis. It is apparent that, from her perspective, there was nothing out of the ordinary. Her last contact with him was on the evening of 2 August 2025. On 3 August 2025, being concerned about Mr Christidis' welfare, she filed a missing person's report with the WA Police. On 4 August 2025 she was informed by WA Police that Mr Christidis had departed Australia in the early hours of the previous day on a flight to Dubai. On 6 August 2025 she was informed by WA Police that Mr Christidis had been located, but that his location could not be disclosed for privacy reasons. A Department of Foreign Affairs and Trade case manager has been appointed to his matter. 17Ms Christidis has in the days since the departure of her husband made what appears to be extensive inquiries to try and find out what has occurred. From these subsequent inquiries a number of what I regard as suspicious and concerning circumstances became apparent (none of which she was aware of):(a)Mr Christidis had a second mobile phone;[6] [6] Christidis Affidavit, par 55.(b)the memory on Mr Christidis' computer, which was used for operating the business of Chalari, had been wiped;[7] [7] Christidis Affidavit, par 85.(c)on 29 July 2025 Chalari entered into a short-term loan with On Deck Capital Australia, which Mr Christidis guaranteed, for $60,000 at an interest rate of 25% for two years;[8] [8] Christidis Affidavit, pars 86 - 90.(d)he had a number of credit cards, one of which was overdue in an amount just in excess of $50,000;[9] [9] Christidis Affidavit, pars 91 - 92. (e)he printed out a life insurance policy renewal prior to leaving the family house for the last time;[10] [10] Christidis Affidavit, par 95.(f)he transferred amounts totalling over $100,000 into, and then out of, their joint bank account, which funds appear to have been used to purchase cryptocurrency and to put funds in an international online spending account;[11] and [11] Christidis Affidavit, pars 96 - 98.(g)on 19 July 2025, their daughter observed bundles of $50 notes in the family car, following a stop by Mr Christidis at the Commonwealth Bank at which Chalari held accounts.[12][12] Christidis Affidavit, par 99. The reference is to '19 August 2025' but in context, this appears to be an error.18Ms Christidis has also made attempts to ascertain the financial position of Chalari. Her attempts have been hampered by the fact that she has never had access to the accounts of Chalari. They have also been hampered by the fact that Chalari had never engaged an external accountant, the books and records being maintained by Mr Christidis.[13] [13] Christidis Affidavit, pars 49 and 50. 19Her inquiries have revealed that Chalari has the following assets:[14][14] Christidis Affidavit, pars 104 - 108.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

Plaintiff	:	Mr A McDonald & Ms B Powell
First Defendant	:	No appearance
Second Defendant	:	No appearance

Plaintiff	:	Pragma Lawyers
First Defendant	:	No appearance
Second Defendant	:	No appearance