Goldsworthy v Wirilda Association
[2016] VSC 788
•30 November 2016
| IN THE SUPREME COURT OF VICTORIA | Not Restricted |
AT MELBOURNE
COMMERCIAL COURT
CORPORATIONS LIST
S ECI 2016 1145
| GRAEME ROBERT GOLDSWORTHY and WILLIAM CAWCUTT | Plaintiffs |
| v | |
| WIRILDA PROJECT ASSOCIATION LTD (ACN 005 080 562) and EUGEN REICHARDT | Defendants |
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JUDGE: | Digby J |
WHERE HELD: | Melbourne |
DATE OF HEARING: | 30 November 2016 |
DATE OF JUDGMENT: | 30 November 2016 |
CASE MAY BE CITED AS: | Goldsworthy v Wirilda Association |
MEDIUM NEUTRAL CITATION: | [2016] VSC 788 |
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CORPORATIONS – Application to rectify ASIC Register – Consideration of circumstances justifying rectification – Disputes as to status and operation of an Association’s Constitution – Bases for relief pursuant to s 1322(4)(b) of the Corporations Act 2001.
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APPEARANCES: | Counsel | Solicitors |
| For the Plaintiffs | Mr J Brereton | McDonough & Co. |
| For the First Defendant | No Appearance | |
| For the Second Defendant | In Person |
HIS HONOUR:
This is the trial of a proceeding which was commenced by Originating Motion filed on 13 July 2016 in which Graeme Robert Goldsworthy and William Cawcutt (the plaintiffs) seek orders pursuant to s 1322(4)(b) of the Corporations Act 2001 (Cth) (the Act) directing the Australian Securities and Investments Commission (ASIC) to rectify its Register of companies in respect of the first defendant, Wirilda Project Association Ltd (Wirilda Association).
The plaintiffs claim that the second defendant caused the ASIC Register of companies to be altered in a manner which is inconsistent with the will of the Members of Wirilda Association and which was unauthorised by Wirilda Association and unlawful. Further, the plaintiffs assert that the ASIC Register of companies requires rectification so as to be consistent with the resolutions of Wirilda Association.
Wirilda Association is a company limited by guarantee and registered with the Australian Charities and Not-for-Profit Commission.
Since it was registered in about 1974, Wirilda Association’s primary purpose has been to manage the Wirilda Environment Park (Wirilda Park). The Wirilda Park is an area of land which is located between Yallourn North and Tyers in Gippsland, Victoria. Wirilda Park has facilities including an education centre, picnic and barbecue facilities and comprises areas appropriate for bushwalking and birdwatching. The purposes of Wirilda Park include:
(a) promoting and establishing tourist facilities in the area of the Lower Tyres River Valley;
(b) promoting the conservation and displaying of flora and fauna within Wirilda Park boundaries;
(c) encouraging and fostering amongst students and the general public, the conservation, protection, renewal and enjoyment of the natural environment; and
(d) providing and maintaining facilities and buildings that will enhance the use and care of Wirilda Park by the general public.
Wirilda Association’s income is principally generated from rental payments made in relation to five residential houses which are located on the Wirilda Park site. Portions of the land are also let for grazing and to accommodate a pipeline which is owned and operated by the petroleum company Esso. From time to time portions of Wirilda Park have also been sold. This has included the sale of a parcel of land to Esso during 2015.
The primary role of Wirilda Association’s financial Members is to contribute to the up-keep of Wirilda Park. That up-keep includes maintaining the buildings and other structures and facilities which are on the land, mowing grass and dealing with matters which arise in relation to the management of Wirilda Park from time to time, and the like.
In support of their application, the plaintiffs rely at trial upon the affidavits of:
(a) Graeme Robert Goldsworthy sworn 1 July 2016;
(b) David Leslie Keen sworn 25 July 2016;[1]
(c) Pamela Annette Carter sworn 11 October 2016; and
(d) Thomas James McQualter sworn 11 October 2016.
[1]The affidavit establishes service upon Wirilda Association. There was no appearance or communication from Wirilda Association.
The second defendant relies upon:
(a) the affidavit of Eugen Reichardt sworn 27 July 2016; and
(b) the affidavit of Eugen Reichardt sworn 1 August 2016.
Both the plaintiffs and the second defendant filed written submissions and presented oral argument at trial.[2]
[2]Plaintiffs’ written submissions, 18 November 2016; Second defendant’s written submissions, 17 November 2016.
Plaintiffs’ submissions
The plaintiffs assert in essence that the Directors and properly constituted Committee of management of Wirilda Association were elected by the Members of that Association at the 2015 Annual General Meeting which occurred on 17 September 2015 (2015 Annual General Meeting). The plaintiffs claim that from well before the date of the 2015 Annual General Meeting the second defendant was not a Director or one of the elected Officeholders or a member of the Committee of management of the Wirilda Association and held no office or authority in relation to Wirilda Association.
Further, the plaintiffs assert that subsequent to the 2015 Annual General Meeting of Wirilda Association, a Committee meeting took place on 2 October 2015 at which it was resolved not to renew the membership of the second defendant.[3] Accordingly, at least from 2 October 2015 the second defendant was also not a member of Wirilda Association.
[3]Affidavit of Graeme Robert Goldsworthy, 1 July 2016, Exhibit “GRG-7”.
Notwithstanding the above, in about mid-October 2015 the second defendant purported, as a “Director“ of the Wirilda Association, to sign a Corporations Act “Charge to company details” document known as a Form 484, and on about 20 November 2015 lodged that document with ASIC. This lodgement had the effect of removing the properly elected Directors of Wirilda Association from the ASIC Register.[4]
[4]Ibid “GRG-10”.
The plaintiffs claim that the second defendant’s action in affecting the above change to the ASIC Register was invalid because it was contrary to the will of the Members of Wirilda Association and because the second defendant was not authorised or otherwise entitled to lodge documents with ASIC on behalf of Wirilda Association. The plaintiffs claim that as a result the ASIC Register is “inaccurate”.
The plaintiffs note that, in the absence of an order from the Court, ASIC has declined to rectify the ASIC Register which has been wrongfully altered as a result of the second defendant’s lodgement of the unauthorised document referred to above.
The second defendant’s submissions and assertions
The second defendant asserts that:
(a) he has been involved with Wirilda Association since its incorporation in 1974;
(b) Wirilda Association has been conducted in an ultra vires manner in contradiction with its Articles of Association for some years;
(c) the 2014 Annual General Meeting which the Association conducted on 25 September 2014 (2014 Annual General Meeting) was unconstitutional as a result of the required quorum not being achieved at that time; and
(d) he did not resign as a Director of Wirilda Association at the 2014 Annual General Meeting.
The second defendant also asserts that the 2015 Annual General Meeting of Wirilda Association was irregular because there was no proper notice provided to Members, the meeting irregularly sought to adopt Rules pursuant to the Associations Incorporation Reform Act 2012 whereas Wirilda Association is a company limited by guarantee and elections at that meeting occurred after the irregular adoption of the new and unlawful Rules and were, for that reason, null and void resulting in no Board Member being properly elected and no Officeholders being properly appointed pursuant to Clause 1(b) of Wirilda Association’s Articles of Association.[5] Further, the second defendant argues that the Board of Wirilda Association did not have the power to cancel his membership.
[5]Ibid “GRG-5”.
Exhibit “GRG-4” to the affidavit of Graeme Robert Goldsworthy sworn 1 July 2016 is the Minutes of the 2015 Annual General Meeting of Wirilda Association.[6]
[6]The affidavit of Pamela Annette Carter sworn 11 October 2016 [9]-[11], notes that Exhibit “GRG-4” erroneously refers to the 2015 Annual General Meeting of Wirilda Association occurring on 25 September 2014 when in fact the meeting occurred on 17 September 2015. See also CB135.
The second defendant also asserts that, in his view, because the 2015 Annual General Meeting of Wirilda Association was invalid, the conduct of the Officeholders at that meeting amounted to them effectively abandoning Wirilda Association, leaving it to be run by the remaining Members, which the second defendant was one.
The second defendant also asserts that he called an effective meeting of Wirilda Association on 25 October 2015, although he concedes that he did not give notice of the meeting to the Officeholders ‘elected’ at the 2015 Annual General Meeting. At the 25 October 2015 meeting which the second defendant convened, he asserts that he was elected President of Wirilda Association and that thereafter he lodged a Form 484 with ASIC to alter the Register in accordance with the election of Officeholders in Wirilda Association that he asserts occurred on 25 October 2015.
Further, the second defendant submits that the Articles of Association or, as he describes that document, the ”Constitution” of Wirilda Association, operates to automatically vacate all Board positions from 31 August of each year. The second defendant submits that an interregnum occurred in relation to Wirilda Association where the Officeholders of Wirilda Association were in “caretaker” roles between the end of August in any given year and the Annual General Meeting of Wirilda Association which occurred later in each year. His contention was that after 31 August, alternatively, after the vacation of positions which he contends occurred at the 2015 Annual General Meeting, no person had any effective authority in respect of Wirilda Association until a new election in any given year changed that position.
I note, however, that neither Wirilda Association’s Articles of Association in vogue before October 2015,[7] or the new Rules of Wirilda Association[8] adopted at the 2015 Annual General Meeting, support the existence of a regime of the type that the second defendant has described in respect of a vacation of the positions of Officeholders or the occurrence of an annual hiatus of management, power and authority between the end of August in any given year, and subsequent appointments of Officeholders of Wirilda Association at a subsequent Annual General Meeting.
[7]Affidavit of Graeme Robert Goldsworthy, 1 July 2016, Exhibit “GRG-5”.
[8]Ibid “GRG-6”.
As part of observations critical of the management of Wirilda Association and the degree to which its management has from time to time departed from the requirements of its Articles of Association, the second defendant also pointed out that the Articles of Association envisage that a number of Board Members would be drawn from various organisations such as the Morwell Shire Council, the Narracan Shire Council, and the State Electricity Commission of Victoria.
However, I note in passing that in my view, the stipulation in Clause 1(a) of Wirilda Association’s Articles of Association appears to be impossible of performance as a result of many of the bodies referred to in Clause 1 no longer being in existence, for example, the State Electricity Commission of Victoria. The second defendant acknowledged, in this regard, that for years Wirilda Association has not comprised Board Members drawn from the bodies referred to in Clause 1(a) of its Articles of Association. It appears that position has for many years been accepted as a practical reality and acquiesced in by those controlling Wirilda Association
In oral submissions, the second defendant asserted that he was not in attendance at Wirilda Association's 2014 Annual General Meeting. For the reasons which follow I do not accept the second defendant’s evidence on this point and consider that his recollection is confused in that respect. The Minutes of the 2014 Annual General Meeting disclose the second defendant’s attendance,[9] and the affidavit of Pamela Annette Carter sworn 11 October 2016, verifies the accuracy of the Minutes and establishes the presence of the second defendant at that Meeting. The second defendant has no contemporaneous record of any type which supports his asserted non-attendance at the Meeting. In light of the verified Minutes,[10] I accept that written record in Exhibit “GRG-2” and that the second defendant was in attendance at the 2014 Annual General Meeting.
[9]Ibid “GRG-2”.
[10]Ibid.
In paragraph [5] of his affidavit of 1 August 2016, the second defendant contends that the 2014 Annual General Meeting was invalid because there was no quorum. He further denies that he resigned as a Director of Wirilda Association at that point in time.
The Minutes of the 2014 Annual General Meeting, which I accept as accurate for the reasons I have earlier explained, record the second defendant’s resignation as a Director. Whatever the precise status of that meeting might have been, that is to say whether properly notified and constituted as the 2014 Annual General Meeting, or another type of formal meeting of Wirilda Association, I accept that on 25 September 2014 the second defendant, of his own motion, resigned as a Director of Wirilda Association.
In paragraph [6] of his 1 August 2016 affidavit, the second defendant also contends that there was no quorum at the 2015 Annual General Meeting and there was therefore no valid Annual General Meeting of Wirilda Association on that date. Exhibit “GRG-4” to the affidavit of Graeme Goldsworthy of 1 July 2016, however, records eleven persons in attendance at that meeting. Accordingly, Article 21 of the original Articles of Association of Wirilda Association appears to be satisfied and I accept that this meeting was attended by the required number of Members.
At paragraph [8] of his affidavit of 1 August 2016, the second defendant states that there was no proper notice given in relation to the 2015 Annual General Meeting and the purported Annual General Meeting was therefore a nullity.
Article 19 of the Articles of Association, dealing with notice and quorums, requires 14 days' notice of the Annual General Meeting to be furnished to Members via a local newspaper. At paragraph [19] of his affidavit of 1 July 2016, the first plaintiff contends that adequate and constitutionally compliant notices were published in respect of the 2015 Annual General Meeting in the “Latrobe Valley Express” newspaper on 3 and 10 September 2015.
The second defendant also argues that at the 2015 Annual General Meeting an inappropriate set of rules, namely the “Associations Incorporation Act Rules”, was adopted.
In my view, however, the adoption, or purported adoption, of what is referred to in the Minutes as a “New Constitution”, at some point in time during the 2015 Annual General Meeting, did not:
(a) strip the existing Members and Directors and Officeholders of their executive positions in Wirilda Association; or
(b) render ineffective the election of the new Committee Members and Officeholders at the 2015 Annual General Meeting; or
(c) render the decisions made at the 2015 Annual General Meeting, including as to Officeholders, invalid.
Further, given the above, it is in my view unnecessary in this proceeding for me to decide whether or not Wirilda Association effectively adopted a “New Constitution” during the course of the 2015 Annual General Meeting.
Nor was the adoption, or purported adoption, of a New Constitution, as recorded in the Minutes of the 2015 Annual General Meeting, in any way relevant to the second defendant’s status of a non-Director and non-Committee Member or Officeholder of Wirilda Association, as of that date.
Under neither the original Constitution, in the form of the original Articles of Association of Wirilda Association, nor Part 5 Division 3 of the purported New Constitution,[11] was the Directorship, Committee or position of elected Officeholders, as established at the 2015 Annual General Meeting, rendered ineffectively appointed or invalidly constituted.
[11]Ibid “GRG-6”.
The second defendant argues that there was a failure at the 2015 Annual General Meeting to elect the President and two Vice-Presidents, a Secretary and a Treasurer in accordance with Article 1(b) of the Articles of Association. Exhibit “GCG-4” to the affidavit of Graeme Goldsworthy sworn 1 July 2016, however, records the election of those Officeholders.
The second defendant also submits that the adoption of Wirilda Association's New Constitution in effect established a new Association on 17 September 2015, and that what occurred on that date was that there was an abandonment by those persons in attendance at the 2015 Annual General Meeting, other than himself, of the former Wirilda Association.
I do not agree that the management and the Executive Members of Wirilda Association in any way conducted themselves so as to bring about such a position at the 2015 Annual General Meeting. For the reasons I have earlier outlined, I consider that the 2015 Annual General Meeting was properly notified and conducted, resulting in the effective election of the Directors and Officeholders referred to in the Minutes of that Annual General Meeting. The adoption, or purported adoption of the New Constitution does not effect that position.
The second defendant submits that he regarded the 2015 Annual General Meeting to be invalid, for amongst other reasons, because of the adoption of the New Constitution, and for that reason, and because he considered that after 17 September 2015 there were no Officeholders in place, the second defendant convened what he considered to be a “Board Meeting” of Wirilda Association on 25 October 2015.[12] At this “Board Meeting“ which was chaired by the second defendant, those present purported to elect several persons as “Board Members” and purported to elect the second defendant as “ President” of the Wirilda Association. The second defendant’s affidavit of 1 August 2016 at [12], concedes that members of the Wirilda Association were given no notice of the “ Board Meeting “ of 25 October 2015.
[12]Affidavit of Eugen Reichardt, 1 August 2016, “ER-2“.
Conclusions
Section 1322(4)(b) of the Act empowers the Court, on the application of any interested person, to make orders directed to the rectification of any Register kept by ASIC.
In my view the plaintiffs are relevantly interested persons and there was no argument to the contrary by the second defendant.
In making an order under s 1322(4)(b) of the Act I must be satisfied that there is no substantial injustice which is likely to be caused by such a rectification order.
I note that the second defendant, neither by his oral and written submissions, nor in his affidavits, contends that there would be any substantial injustice caused to Wirilda Association, or to him, or to any other person, as a result of the rectification order sought by the plaintiffs.
The judicial pronouncements which relate to the proper exercise of power under s 1322(4)(b) of the Act include a recent statement in which Robson J, in Re MIG Property Services Pty Ltd (No 2),[13] summarised the relevant principles in determining an application of the type at issue in this trial.
[13][2012] 92 ACSR 234.
In summary his Honour stated that “the power of the Court to rectify a Register may be exercised where the process by which the event recorded in the Register was invalid”. His Honour also stated that, “Section 1322 is a remedial provision and should be construed liberally”. Finally, his Honour relevantly stated that “A purpose of s 1322 is to ameliorate the strict application of the Act where its application might otherwise operate unfairly or unjustly”.
The effect of the meetings of Wirilda Association prior to the 2015 Annual General Meeting are of no great significance, save for the 2014 Meeting, at which I accept the second defendant effectively resigned as a Director, and thereby also effectively resigned as a part of the Board and Management Committee of Wirilda Association.
Meetings of Wirilda Association before the 2015 Annual General Meeting are of no real significance, save in relation to the second defendant’s abovementioned resignation, because those authorised to control and manage Wirilda Association were properly elected at the 2015 Annual General Meeting, and the unauthorised acts of the second defendant which are complained of occurred after that time and in about mid-October 2015. The relevant unauthorised acts occurred when the second defendant wrongfully signed a Form 484 on behalf of Wirilda Association on about 17 October 2015 and on about 20 November 2015, when the second defendant wrongfully lodged that Form 484 document with ASIC.
After the 2014 Annual General Meeting, the second defendant held no authority on behalf of Wirilda Association to act as referred to in the last preceding paragraph. This position was in effect reaffirmed by the election of Officeholders of Wirilda Association at its 2015 Annual General Meeting; the second defendant was not one of those Officeholders. Further, following the Meeting which occurred on 2 October 2015, the second defendant was no longer a Member of Wirilda Association.[14]
[14]Affidavit of Graeme Robert Goldsworthy, 1 July 2016, [25]-[30], “GRG-7”. The decision to reject the second defendants’ membership was effective pursuant to either the Wirilda Associations’ Articles of Association or the “New Constitution”.
Further, even on the second defendant’s case he was not elected to office, and thereby vested with authority on behalf of Wirilda Association until 25 October 2015, a week after he purported to sign the Form 484 document as a “Director“ and on behalf of Wirilda Association. Further, the second defendant concedes, as highlighted above, that the members of Wirilda Association were not given any notice of the “Board Meeting” convened by the second defendant and for that reason alone, in my view, no effective election of Officeholders of Wirilda Association took place on 25 October 2015.
The purported meeting of Wirilda Association held on 25 October 2015,[15] convened and conducted by the second defendant, was unconstitutional. That meeting was neither properly notified or otherwise permitted by the Articles of Association of Wirilda Association nor otherwise and the matters purportedly resolved at that meeting were ineffective to establish a new group of Officeholders of Wirilda Association or to wrest control from Wirilda Association's Executive and Management Committee as it stood on and after Wirilda Association’s 2015 Annual General Meeting.
[15]Affidavit of Eugen Reichardt, 1 August 2016, “ER-2“.
Furthermore, I accept the following events as established by the first plaintiff’s evidence:
(a) After the “adoption” of the “New Constitution” at the 2015 Annual General Meeting, the first plaintiff attended a Committee Meeting on 2 October 2015.[16]
[16]Affidavit of Graeme Robert Goldsworthy, 1 July 2016, “GRG-7”.
(b) One of the purposes of the Meeting that occurred on 2 October 2015 was to consider whether the Committee would accept membership renewals, and one of the applications for renewal was from the second defendant. At that meeting the second defendant’s membership application was put to a vote and it was decided to reject the second defendant’s application.[17] Seven members of Wirilda Association voted against renewing the second defendant’s membership and one person voted in support of the second defendant’s membership.
[17]Ibid.
(c) It was resolved that a solicitor would be instructed on behalf of Wirilda Association to write to the second defendant to inform him of the Committee’s decision.[18]
[18]Ibid “GRG-8”.
(d) The procedure which was adopted for determining membership applications at the Meeting on 2 October 2015 was that specified in the New Constitution.[19]
[19]Ibid “GRG-6”.
(e) The membership procedure under the original Articles of Association[20], by Clause 7, also provided for membership applications to be considered by the Board and for the Board to admit or reject an applicant.
[20]Ibid “GRG-5”.
(f) On 24 November 2015, the first plaintiff attended a Committee Meeting of Wirilda Association.[21]
[21]Ibid “GRG-9”.
(g) One of the matters that was discussed at the Committee Meeting of 24 November 2015 was a letter which the Committee had received from the second defendant. That letter asserted that the Committee had been sacked, that the second defendant considered himself to be the new President of Wirilda Association and that all documents should be provided to him.
(h) In November 2015, the first plaintiff became aware that, as well as writing to the Committee to assert that he was the President of Wirilda Association, the second defendant had also lodged documents with ASIC which had the effect of removing the plaintiffs, Arthur Aitken, Pamela Carter and John Haliwell as Directors of Wirilda Association.[22]
[22]Ibid “GRG-10”.
(i) In addition to removing the plaintiffs and the other Directors of Wirilda Association, the ASIC Form 484 lodged by the second defendant also purported to appoint Aameruddin Mohamed, Stephan Stahl, Joachim Troeller and Egon Luetjens as Directors of Wirilda Association, however none of those persons were Members of Wirilda Association at the time the ASIC Form 484 was lodged with ASIC. [23]
[23]Ibid.
(j) On 2 December 2015, the first plaintiff lodged a Form 106 with ASIC. This document requested the withdrawal of the Form 484 dated 20 November 2015 which was signed on 17 October 2015, and apparently lodged on 20 November 2015 by the second defendant.[24]
[24]Ibid “GRG-11”.
(k) The first plaintiff received a letter from ASIC dated 16 December 2015 which responded to the Form 106 he had lodged.[25]
[25]Ibid.
(l) The letter from ASIC dated 16 December 2015 stated that in order to have the Form 484 that had been lodged by the second defendant removed, and the ASIC Register corrected, it would be necessary to obtain an order from the Court to that effect.
(m)The first plaintiff received a letter from the solicitors Littleton Hackford dated 22 February 2016 which stated that they were acting for Wirilda Association and demanding the return of certain books and records of the Association to their office.[26]
(n) The first plaintiff’s affidavit of 1 July 2016 states that as a result of the above, it became clear to him that it would not be possible to resolve this matter without litigation. Accordingly, he instructed solicitors to prepare an application to rectify the second defendant’s Form 484 that had been lodged on 20 November 2015.[27]
(o) In or about October 2015 the second defendant also took control of Wirilda Association’s bank accounts, including about $79,000 in cash held in those accounts.[28]
[26]Ibid “GRG-14”.
[27]Ibid “GRG-15”.
[28]Ibid [50].
In the above circumstances I consider that the second defendant's execution of a Form 484 on about 17 October 2015 and his lodgement of that document with ASIC on about 20 November 2015,[29] was unauthorised, invalid and wrongful and the alteration to the ASIC Register which it brought about was unauthorised, improper and incorrect and should be rectified by the Court exercising its discretion pursuant to s 1322(4)(b) of the Act. The subject ASIC record was generated invalidly and did not reflect the intent of Wirilda Association, as manifested by the Directors and Officeholders of that Association.
[29]Ibid “GRG-10”.
I add that the second defendant’s lodging of a Form 484 document with ASIC, which was clearly intended to have the effect of removing properly elected Directors from the ASIC record, constituted the sort of act described by Robson J in Re MIG Property Services Pty Ltd (No 2), as invalid and improper because it was contrary to the will of the Members of Wirilda Association as reflected by the decisions of that Association’s properly elected Directors and Officeholders.
Furthermore, the lodgement of the Form 484 document by the second defendant was invalid because the second defendant was not entitled to lodge such a document given that he was not a member or a Director of Wirilda Association at either the time he signed the Form 484 or at the time of lodgement of that Form with ASIC.
Decision
For the above reasons, I am satisfied that the plaintiffs’ application is made out, and the plaintiffs have shown ample foundation and good bases for the relief sought in this proceeding. I am also satisfied that there is no relevant injustice in acceding to the plaintiffs’ application and in making the below orders.
Orders
Accordingly, I order that –
1.Pursuant to s 1322(4)(b) of the Corporations Act 2001 (Cth) (Act) the Australian Securities and Investments Commission is directed to rectify its Register of companies kept pursuant to s 1274 of the Act, insofar as it relates to the first defendant, such that:
(a)the registered address of the first defendant is changed to 5 Clarke’s Road, Tyers Victoria, 3844;
(b)the following persons are removed from the Register as Directors of the first defendant:
(i)the second defendant, Eugen Reichardt;
(ii)Aameruddin Khan Mohamed;
(iii)Stephan Stahl;
(iv)Joachim Troeller;
(v)Egon Luetjens.
(c)the following persons be added to the Register as Directors of the first defendant, as at the date of this order:
(i)the first plaintiff, Graeme Robert Goldsworthy;
(ii)the second plaintiff, William Cawcutt;
(iii)Jeff Clarke;
(iv)Andrew Halliwell;
(v)Pamela Carter.
2.The first and second defendants pay the plaintiffs’ costs of this proceeding, including all reserved costs on standard basis.
3.There be a certificate (as required) for transcript.
4.Liberty to apply is reserved to the plaintiffs and the first defendant in respect of the freezing orders made on 21 July 2016, as varied and extended on 26 July 2016 and 3 August 2016.
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