JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS
CITATION: GH1 PTY LTD (IN LIQUIDATION) -v- BAZZO [2025] WASC 351
CORAM: SOLOMON J
HEARD: 18 JUNE 2025
DEFENDANTS' FURTHER SUBMISSIONS 25 JUNE 2025 & 9 JULY 2025
PLAINTIFFS' FURTHER SUBMISSIONS 2 JULY 2025
DELIVERED : 27 AUGUST 2025
FILE NO/S: CIV 2143 of 2021
BETWEEN: GH1 PTY LTD (IN LIQUIDATION)
First Plaintiff
WILLIAM JAMES HARRIS AND ROBERT MICHAEL KIRMAN as joint and several liquidators of GH1 PTY LTD (IN LIQUIDATION)
Second Plaintiff
AND
TINA MICHELLE BAZZO
First Defendant
LILIC INVESTMENTS PTY LTD
Second Defendant
FILE NO/S: CIV 2145 of 2021
BETWEEN: GH1 PTY LTD (IN LIQUIDATION)
First Plaintiff
WILLIAM JAMES HARRIS AND ROBERT MICHAEL KIRMAN as joint and several liquidators of GH1 PTY LTD (IN LIQUIDATION)
Second Plaintiff
AND
TINA MICHELLE BAZZO
First Defendant
GHT (WA) PTY LTD in its own capacity and as trustee for THE GUCCE HOLDINGS TRUST
Second Defendant
119 NICHOLSON ROAD PTY LTD
Third Defendant
220 ST GEORGE'S TERRACE PTY LTD
Fourth Defendant
ABERNETHY LAND COMPANY PTY LTD
Fifth Defendant
GOLD CLASS NOMINEES PTY LTD
Sixth Defendant
PRADA PTY LTD
Seventh Defendant
Catchwords:
Corporations Law - Application to Set Aside Orders Extending Validity of Writ - Order made by Master - Interpretation of Supreme Court (Corporations) Rules 2013 r 1.10 and r 2.7 - Rules of the Supreme Court 1971 (WA) O 7 r 1 and O 3 r 5 - Discretion to extend time for service - De novo review of ex parte orders - Factors in considering extension of time in proceedings under s 588FF of the Corporations Act 2001 (Cth)
Legislation:
Corporations Act 2001 (Cth), s 79, s 180, s 181, s 182, s 545, 588FB, 588FC, 588FDA, 588FE, 588FF, s1317, s 1317H, s 1322
Rules of Supreme Court 1971 (WA), O 2 r 1(3), O 3 r 5, O4 r 1(a), O 7 r 1, O 7 r 2
Supreme Court (Corporations) Rules 2013, r 1.3(1)(a), r 2.2(1)(a), r 2.2(3)(a), r 2.4(1)
Supreme Court (Corporations) Rules 2023 (Vic), r 1.10, r 2.7
Supreme Court (General Civil Procedure) Rules 2015 (Vic), r 3.02
Result:
Application refused
Category: B
Representation:
CIV 2143 of 2021
Counsel:
| First Plaintiff | : | Ms J Taylor SC |
| Second Plaintiff | : | Ms J Taylor SC |
| First Defendant | : | Mr S Penglis SC & Ms B Tariq |
| Second Defendant | : | Mr S Penglis SC & Ms B Tariq |
Solicitors:
| First Plaintiff | : | HWL Ebsworth Lawyers (Perth) |
| Second Plaintiff | : | HWL Ebsworth Lawyers (Perth) |
| First Defendant | : | Alan Rumsley |
| Second Defendant | : | Alan Rumsley |
CIV 2145 of 2021
Counsel:
| First Plaintiff | : | Ms J Taylor SC |
| Second Plaintiff | : | Ms J Taylor SC |
| First Defendant | : | Mr S Penglis SC & Ms B Tariq |
| Second Defendant | : | Mr S Penglis SC & Ms B Tariq |
| Third Defendant | : | Mr S Penglis SC & Ms B Tariq |
| Fourth Defendant | : | Mr S Penglis SC & Ms B Tariq |
| Fifth Defendant | : | Mr S Penglis SC & Ms B Tariq |
| Sixth Defendant | : | Mr… |
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- Case
- [2025] WASC 351
- Decision Date
CaseChat Overview and Summary
The court examined the circumstances under which the extension orders were made and the reasoning behind the Master's decision. The court noted that the liquidators had applied for extensions of time to bring proceedings under section 588FF of the Corporations Act, which concerns voidable transactions. The Master had granted the extensions, considering the complexity of the business and the extensive investigative work required before any final decision could be made about instituting proceedings. The court found that the Master's decision was not without merit, as the liquidators had not yet been able to identify, investigate, and assess potential voidable transactions due to limited access to books and records. Given the size and complexity of the business, the court concluded that further work was necessary before any final decision on proceedings could be made. Therefore, the court held that the extension orders were appropriately made and could not be set aside.
The court further clarified the principles applicable to such extensions of time, noting that 'shelf orders' could be granted in general terms where a liquidator cannot identify all transactions and parties by the end of the three-year period. The court emphasised that much further work was needed before any final decision to institute proceedings was taken and that refusing an extension at this stage would not be appropriate. The court's decision was based on a balanced consideration of the relevant rules, statutes, and the specific circumstances of the case.
Orders
Orders of the court
Full text does not contain this section.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
In order to understand the procedural background to the present applications, it is necessary to outline the relevant statutory framework. In these reasons, references to any statutory provisions are references to provisions of the Corporations Act 2001 (Cth) (Corporations Act) unless otherwise stipulated. Division 2 of pt 5.7B of ch 5 (div 2) of the Corporations Act is headed 'Voidable transactions' and sets out various types of transactions. Section 588FE provides that a transaction may be voidable if it comes within one of the various types of transactions set out in div 2. Section 588FF(1) provides for the making of an application by a company's liquidator for various remedies on the basis that a transaction was a voidable transaction under s 588FE. Section 588FF(3)(a) provides that an application under s 588FF(1) must be made within a finite time. Section 588FF(3)(b) provides that on an application of the liquidator, the court may extend the time in which to commence an application under s 588FF(1). In short, an application challenging a transaction under div 2 as a voidable transaction must be made within the prescribed time or such longer time as the court may order. Under s 588FF(3)(a), the liquidators of GH1 were required to commence an application under s 588FF(1) by 4 April 2020.[1] By applications dated 13 December 2019 and 9 January 2020, the liquidators of all six companies, including GH1, applied under s 588FF(3)(b) to extend the time for the making of any application under s 588FF(1) to 31 October 2021.[1] 'Defendants' substituted outline of submissions in support of application to set aside extension of validity of writ', 10 March 2025 [6] (Defendants' Substituted Submissions); 'Plaintiffs' outline of responsive submissions in opposition to application to set aside extension of validity of writ', 22 May 2025 [4] (Plaintiffs' Responsive Submissions); Robert Michael Kirman as liquidator of ACN 142 745 337 (In Liq) [2020] WASC 129 [4] (Kirman). On 16 January 2020, the court ordered service of the applications to any person or entity that may be affected by the proposed orders. Ms Bazzo, Mr Caratti and entities associated with them (interested parties) were served with the application. The matter was heard by the Master on 16 March 2020. The interested parties were represented at the hearing and opposed the applications. The interested parties included the defendants in the Actions (ts 20).[2][2] Transcript, Supreme Court of Western Australia, 18 June 2025, 20. On 30 March 2020, the Master made the orders sought, extending time to bring an action under s 588FF(1) to 31 October 2021. The orders were made in general terms in respect of all six companies. The specific defendant and the proposed content of any particular claim was not identified. On 23 April 2020, the Master published reasons in respect of the orders of 30 March 2020. The reasons include the following observations:Whilst an extension order under s 588FF(3)(b) will generally specify the transactions and persons in respect of which it is made, it is now clear that where a liquidator cannot by the end of the three year period identify all transactions and parties to be pursued under s 588FF, the court can grant an extension in general terms without notice or reference to any particular or identified defendant or any particular section 588FF(1) transaction. These are so called 'shelf' orders.[3]…The fact is the plaintiffs are dealing with a very complex business or businesses. They have been appointed only over eight entities of a potential of one hundred or more entities involved in the business. For reasons which I will come to below. The liquidators have so far had access in the course of their employment to a very limited range of books and records. It is clear from the affidavit evidence the liquidators have not as yet been able to identify, investigate and assess potential voidable transactions arising from the dealings of the liquidation entities.As matters stand at present, the liquidators calculate the liabilities of the liquidation entities at over $310 million. Of that amount just under $150 million is claimed by the Australian Tax Office. The extent of the insolvency gives some indication of the size and complexity of the business.[4]…In this case the volume of evidentiary material and the investigations still to be undertaken in my view make it impractical for any party to take a final decision as to whether or not proceedings should be issued. As counsel for the interested parties pointed out the length of the extension is unusual - effectively 18 months when the limitation period itself is only three years. But what is clear from the evidence in this case is that much further work is needed before any final decision to institute proceedings is taken. To refuse an extension of time at this stage because funding in all its aspects is not guaranteed is not appropriate.[5][3] Kirman [10].[4] Kirman [14] - [15].[5] Kirman [23].