Gould v VRG Management Pty Ltd - [2025] NSWSC 693

Supreme Court

New South Wales

Medium Neutral Citation: Gould v VRG Management Pty Ltd [2025] NSWSC 693
Hearing dates: 16 and 17 June 2025
Date of orders: 3 July 2025
Decision date: 03 July 2025
Jurisdiction: Equity - Duty List
Before: Williams J
Decision:
See orders at [128].

Catchwords:
CIVIL PROCEDURE — Interlocutory applications — Freezing orders – Ex parte — Duty of disclosure — Whether plaintiffs failed to put before the Court all material facts and arguments within their knowledge which the defendants, if present, could be expected to have brought to the Court’s attention — Held: Material non-disclosure, which was deliberate on the part of the plaintiffs and inadvertent on the part of counsel appearing at the ex parte hearing — Held: Freezing orders discharged — Held: Plaintiffs not permitted to treat the hearing of the defendants’ application to discharge the freezing orders as a de novo application for the freezing orders or equivalent orders under r 25.3 of the Uniform Civil Procedure Rules

Legislation Cited:
Corporations Act 2001 (Cth), ss 206A, 206B
Uniform Civil Procedure Rules 2005 (NSW), rr 25.11, 25.3

Cases Cited:
Natural & Great Pty Ltd v Lane Cove Business Park Pty Ltd [2022] NSWSC 274
Papas v Grave [2013] NSWCA 308
Walter Rau Nesser Oel Und Fett AG v Cross Pacific Trading Ltd [2005] FCA 955

Texts Cited:
N/A

Category: Procedural rulings
Parties: Vanda Russell Gould (First Plaintiff)
Shane Michael Styles (Second Plaintiff)
Grace Yan Wing Yau (Third Plaintiff)
VRG Management Pty Ltd (ACN 667 168 890) (First Defendant)
John Thomas Nichols (Second Defendant)
Leagou Pty Ltd (ACN 002 965 326) (Third Defendant)
Dermute Pty Ltd (ACN 086 374 763) (Fourth Defendant)
Melbourne Corporation of Australia Pty Ltd (ACN 000 172 798) (Fifth Defendant)
Philadelphia Investments Pty Ltd (ACN 001 740 138) (Sixth Defendant)
CVC Loan Managers Pty Ltd (ACN 101 447 429) (Seventh Defendant)
Southsea Nominees Pty Ltd (ACN 084 859 683) (Eighth Defendant)
B&C Administration Services Pty Ltd (ACN 649 452 531) (Ninth Defendant)
Representation:
Counsel:
Mr D Pritchard SC with Mr D Edney (Plaintiffs)
Mr R Scruby SC with Mr J Willis and Mr T Goldberg (Defendants)
Solicitors:
Ironbridge Legal (Plaintiffs)
Mark Ord Lawyer & Consultant (Defendants)

File Number(s): 2025/205944
Publication restriction: N/A

Judgment

Introduction

The Gould Family Trust (the Trust) is a discretionary trust established by deed of settlement dated 1 July 1985 that established the Trust (the Deed).
Clause 15 of the Deed conferred on “the Parent” a power to remove any trustee or to appoint any new or additional trustee of the Trust.
Clause 21 of the Deed conferred on the trustee a power to “by resolution or deed revoke add to or vary all or any of the trusts contained in this Deed”.
The first plaintiff, Vanda Russell Gould, is “the Parent” named in the Deed.
Mr Gould exercised his power under clause 15 to appoint the first defendant, VRG Management Pty Ltd (VRGM) as the trustee of the Trust in April 2023. The second defendant, Mr John Nichols, has been the sole director of VRGM at all times relevant to these proceedings, save for the period from 4 September 2024 until 30 April 2025 when the directors of VRGM were Mr Nichols and the second plaintiff, Mr Shane Styles.
These proceedings arise out of a dispute about:

the validity of an amendment to clause 15 of the Deed made, or purportedly made, by VRGM on or about 18 April 2024 to remove Mr Gould’s right of removal and appointment of trustees, and to provide for that right to be exercisable only after Mr Gould’s death by the person or persons nominated in his will and, in the absence of any such nomination, by the executors and trustees of his will (the 2024 Amending Deed); and

the effectiveness and validity of a Notice of Removal of Trustee and Appointment of New Trustee of the Gould Family Trust issued, or purportedly issued, by Mr Gould on 16 June 2024 appointing Mr Styles as trustee of the Trust with effect from 10:30am on 17 June 2024 and removing VRGM as trustee with effect from 10:31am on that date (or, alternatively, the effectiveness and validity of a further notice to the same effect issued, or purportedly issued, by Mr Gould on 23 May 2025).

The proceedings were commenced on an urgent basis before the Equity Duty Judge on 29 May 2025. Following an ex parte hearing on that day, freezing orders were made against VRGM and the third to ninth defendants.
The freezing orders were subsequently extended until further order by the Duty Judge at an inter partes hearing on 3 June 2025, on the understanding that the defendants intended to apply for those orders to be discharged, and that the plaintiffs would bear the onus on that application of demonstrating that the freezing orders should be continued.
These reasons concern the defendants’ application to discharge the freezing orders, principally on the basis of the plaintiffs’ alleged non-disclosure of material matters to the Duty Judge at the ex parte hearing on 29 May 2025, and the plaintiffs’ application to continue the freezing orders under r 25.11 or alternatively r 25.3 of the Uniform Civil Procedure Rules 2005 (NSW). Those applications were heard in the Equity Duty Judge List on 16 and 17 June 2025.

The parties

The first plaintiff is Mr Gould.
The second plaintiff is Mr Syles.
The third plaintiff is Ms Grace Yau, who is married to Mr Gould, and who is presently the “Primary Beneficiary” under the Deed.
The first defendant is VRGM.
The second defendant is Mr Nichols.
The third to seventh defendants – Leagou Pty Ltd, Dermute Pty Ltd, Melbourne Corporation of Australia Pty Ltd, Philadelphia Investments Pty Ltd, and CVC Loan Managers Pty Ltd – are investment vehicles through which the bulk of the Trust’s wealth is held. Each of those companies is, or is intended to be, wholly owned by the trustee of the Trust from time to time. It is convenient to refer to them in these reasons as the Trust subsidiaries.
The eighth defendant – SouthsSea Nominees Pty Ltd – is a former trustee of the Trust. According to evidence given by Mr Gould, it has been joined as a party to these proceedings because the share registers of some of the Trust subsidiaries were not updated to record VRGM as the registered holder of the shares on its appointment as trustee following the removal of Southsea Nominees.
The ninth defendant – B&C Administration Services Pty Ltd (BCAS) – is described by Mr Gould as a “treasury company” that is not owned by the trustee, but which holds bank accounts in which money of the Trust and of the Trust subsidiaries is held. Mr Gould’s affidavit sworn on 28 May 2025 identifies B&C Administration Pty Ltd (BCA) as another “treasury company” which performs the same role or a similar role. BCA is not a party to these proceedings.
In addition to being the sole director of VRGM, Mr Nichols is the sole director of each of the Trust subsidiaries, of the former trustee Southsea Nominees, and of the “treasury company” BCAS.

Events prior to the commencement of proceedings

The following matters are not in dispute for the purpose of the present applications, except where otherwise indicated.
On 26 November 2019, Mr Gould was convicted of the offence of attempting to pervert the course of justice. He was subsequently sentenced to a period of imprisonment due to expire on 10 May 2026, but was released on parole on 10 November 2023.
In his affidavit sworn on 28 May 2025, Mr Gould deposed that it was and remains his understanding that, by reason of his conviction, he is disqualified from managing companies pursuant to ss 206A and 206B of the Corporations Act 2001 (Cth). At the hearing on 16 and 17 June 2025, senior counsel for the plaintiffs made submissions to the effect that the particular offence for which Mr Gould was convicted does not in fact enliven ss 206A and 206B. It is not necessary to resolve that question for the purpose of determining the present applications.
Acting on his understanding that he was disqualified from managing corporations, Mr Gould resigned as a director of Southsea Nominees with effect from the date of his conviction, leaving Mr Greg Ralph as its sole director. Southsea Nominees was the trustee of the Trust at that time, and Mr Ralph had been appointed as a director in October 2019.
Mr Ralph tragically died in an accident in April 2023, following which Mr Gould exercised his power of appointment under clause 15 of the Deed to appoint VRGM as the trustee of the Trust.
As I have already mentioned, Mr Nichols was the sole director of VRGM at the time of its appointment as trustee of the Trust. Mr Nichols had been a client of Mr Gould’s accounting firm for many years, and had occasionally undertaken property developments in partnership with Mr Gould. Mr Nichols contends, and Mr Gould disputes, that Mr Gould offered to remunerate Mr Nichols for his services in managing the Trust by paying Mr Nichols’ legal expenses for taxation proceedings concerning Mr Nichols’ personal tax affairs. It is not necessary to resolve that dispute for the purpose of determining the present applications.
VRGM was incorporated shortly before its appointed as the trustee of the Trust. It has not carried on any activities other than in its capacity as trustee of the Trust.
In October 2023, Mr Nichols sought advice from Ms Lucy Kirwan of counsel. Ms Kirwan’s memorandum of advice records her instructions that: (1) Mr Gould maintained that, notwithstanding his conviction of the offence of attempting to pervert the course of justice, he was entitled to “‘assist’ (but not manage) the Gould Group”; (2) Mr Gould considered that his wife, Ms Yau, could provide services to the Group; and (3) Mr Gould proposed that all mail relating to the Group should be directed to his residential address and that he should hold all documents and correspondence relating to the Group. Ms Kirwan opined that this may involve Mr Gould committing an offence under s 206A(1)(a) of the Corporations Act because he may be making decisions affecting the Gould Group by controlling the flow of information to its directors, and would involve Mr Gould committing an offence under s 206A(1)(c) of that Act if he was communicating instructions to the directors of the Gould Group with the intention that the directors would act in accordance with those instructions. Ms Kirwan further opined that any director who knowingly or negligently facilitated Mr Gould committing such an offence may be liable as an accessory to that offence or for breach of their duties owed to the relevant company as a director. Ms Kirwan’s memorandum of advice did not suggest that there was any doubt that ss 206A and 206B operated to disqualify Mr Gould from managing corporations by reason of his conviction.
Mr Gould was provided with a copy of Ms Kirwan’s advice dated 16 October 2023. Mr Gould disagreed with the advice.
In December 2023, Mr Gould sent an email to Mr Mark Ord, who was acting as the solicitor for VRGM and Mr Nichols. Mr Gould’s email (which was copied to Mr Nichols) instructed Mr Ord to engage new accountants for the Trust and its associated entities. Mr Gould’s email stated that he had spoken to Mr Nichols about the proposed new accounting firm, and that Mr Nichols was “happy with this change”. Mr Nichols had neither requested Mr Gould’s assistance in identifying potential new accounting firms, nor approved of the change to the firm proposed by Mr Gould. On Mr Gould’s own evidence, Mr Nichols had merely agreed in a conversation with Mr Gould that steps needed to be taken to bring the Trust’s records up to date and to lodge outstanding tax returns.
In January 2024, Mr Nichols learned that one of the Trust subsidiaries – Melbourne Corporation of Australia Pty Ltd – had an account with IMB Bank that Mr Nichols had not been aware of, and that substantial funds had been deposited into the account. Mr Nichols had no knowledge of the source of the funds, and IMB Bank informed him that it could not release information about the account to him because the account holders were Mr Gould and Ms Christine Shean. Mr Nichols requested Mr Gould to either close the account, or make arrangements with IMB Bank for control of the account to be returned to the company. Mr Nichols informed Mr Gould that he required control of the account in order to comply with his duties as a director of Melbourne Corporation of Australia.
According to evidence given by Mr Ord in his affidavit affirmed on 13 June 2025 on information and belief from Mr Nichols, his discovery of the use of the IMB Bank account by Melbourne Corporation of Australia caused him to be concerned that Mr Gould was operating bank accounts – Trust assets – without the knowledge and consent of Mr Nichols as the sole director of the trustee. Indeed, Mr Nichols formed the view that Mr Gould was thereby causing assets to be diverted away from the Trust. According to Mr Gould’s evidence, the IMB Bank account would have been opened more than ten years ago, long before VRGM became the trustee. That evidence is difficult to reconcile with an email that Mr Gould sent to Ms Joanna Liang of CVC Limited on 19 April 2024 directing her to pay funds due to Melbourne Corporation of Australia into the IMB Bank account, and describing it as “the new bank account of Melbourne Corporation”. Mr Gould disputes that funds deposited in the account were being diverted away from the Trust. There is no evidence of any withdrawals from the account. Nor is there any evidence that Mr Nichols raised his concern about diversion of Trust assets with Mr Gould at the time.
By March 2024, Mr Nichols was concerned that Mr Gould had been using funds of the Trust to pay his personal expenses. Exhibited to Mr Ord’s affidavit affirmed on 13 June 2025 is a spreadsheet recording withdrawals from the bank accounts of Melbourne Corporation of Australia and another company owned by the Trust with transaction descriptions indicating that the funds withdrawn may have been used to pay legal expenses and other personal expenses of Mr Gould. The transactions recorded in the spreadsheet occurred between October 2014 and April 2021. There is no evidence that Mr Nichols informed Mr Gould in or about March 2024 of his concern arising from these historical transactions. In his affidavit sworn on 14 June 2025, Mr Gould deposes that the transactions were for the benefit of his wife at the time, who was a beneficiary under the Trust, or were made to be set off against substantial loans that he had made to Melbourne Corporation of Australia.
According to Mr Gould’s affidavit sworn on 14 June 2025, he had a conversation with Mr Nichols in about April 2024 in which he told Mr Nichols that he was concerned that the affairs of the Trust were not being managed in accordance with the beneficiaries’ best interests because, in his view, Mr Nichols was not actively taking steps to increase the value of the assets of the Trust. Mr Gould told Mr Nichols that it would be a good idea to put the Trust’s cash assets into an interest bearing term deposit. According to Mr Gould’s evidence, Mr Nichols agreed with that suggestion.
By mid-April 2024, Mr Nichols had formed the view that Mr Gould was attempting to interfere with the management of the Trust and the Trust subsidiaries, and was concerned about the deposit of funds into the IMB Bank account referred to above. After receiving advice from Mr John Hyde Page of counsel, Mr Nichols, as sole director of VRGM, executed a document entitled “Gould Family Trust: Amending Deed” on 18 April 2024. Relevantly, clause 2 of the Amending Deed provides that clause 15 of the Deed (which conferred a right of removal and appointment of trustees on “the Parent”) is amended by substituting the following clause 15:

“After the death of the Parent the person(s) nominated in the Parent’s will, or in the absence of such nomination the executor(s) and trustee(s) of the Parent’s will, shall have the power, exercisable by notice in writing delivered to the Trustee or Trustees, at any time and from time to time to remove any Trustee hereunder or to appoint any new or additional Trustees hereunder provided that nothing that authorise the Settlor to be appointed Trustee hereof. Where there is more than one person who is able to exercise the power under this clause (whether nominee, trustee or executor) this power may only be exercised with the unanimity of the relevant persons, and in writing.”

The effect of the amendment, or purported amendment, is to remove the power of Mr Gould as the Parent to remove any trustee and to appoint any new or additional trustee, and to render that power exercisable only after Mr Gould’s death by a person nominated in his will or by the executors and trustees of his will.
I note that the plaintiffs have foreshadowed that they wish to investigate whether the Amending Deed bearing the date 18 April 2024 was in fact executed on a date after 16 June 2024. They did not adduce any evidence at the hearing before me suggesting that it was executed on a date other than 18 April 2024. The Amending Deed expressly states: “This deed is dated 18 April 2024”. Mr Nichols’ signature was witnessed by Mr Terry Funnell, the Clerk at 5^th Floor Selborne Chambers and a Justice of Peace. Senior counsel for the plaintiffs informed the Court that, in questioning the date of execution, the plaintiffs were not suggesting any impropriety on the part of Mr Funnell. For the purpose of this application, I proceed on the basis that the Amending Deed was executed on the date it bears, being 18 April 2024, in the absence of evidence to the contrary.
Mr Gould was not notified of the amendment, or purported amendment, of clause 15 of the Deed at the time VRGM executed the “Gould Family Trust: Amending Deed”.
On 20 April 2024, Mr Gould sent an email to the Trust’s accountant, who was also the ASIC agent for companies associated with the Trust, including the Trust subsidiary Melbourne Corporation of Australia. Mr Gould’s email requested the accountant to prepare the necessary forms for Mr Styles and Ms Yau to be appointed as directors of Melbourne Corporation of Australia. Mr Gould’s email stated that he had spoken to Mr Nichols, who had requested the appointment of those additional directors. According to Mr Ord’s evidence given on information and belief, Mr Nichols had not requested the appointment of those additional directors. In his 14 June 2025 affidavit, Mr Gould disagreed that Mr Nichols had not authorised the appointment of additional directors, but did not give evidence of any communication with Mr Nichols in which Mr Nichols requested, authorised or agreed to their appointment.
In early May 2024, Mr Gould pressed for the Trust to take up a secured loan investment opportunity with CVC Limited. According to Mr Gould’s evidence, he discussed the opportunity with Mr Nichols who agreed that the proposed investment was a good idea. Mr Nichols denies having agreed that the Trust would make the investment. On 2 May 2024, Mr Gould learned from CVC Limited that the Trust had not made the investment of $5.8 million. Mr Gould sent an email to Mr Ord (copied to Mr Nichols) complaining about this and asked Mr Ord to let him know if there was any problem. Mr Ord replied that Mr Nichols had advised that there were insufficient funds in BCAS’ account to make the investment. Mr Gould replied to Mr Ord requesting him to make the payment and stating that there were substantial funds in Russell Gould Pty Ltd. Russell Gould Pty Ltd is not a company owned by the Trust. Mr Ord replied by email to Mr Gould (copied to Mr Nichols) on 6 May 2024 that he was unable to take instructions from Mr Gould, who was not a director of any of the companies whose funds were proposed to be invested. Mr Ord’s email continued (emphasis added):

“I have discussed the matter at length with John Nichols. John has noted that you consider the funds held by the Gould Group to be ‘your funds’ and that you are entitled to deal with them as you like. This is not correct as the funds are company funds. John Nichols is a director of the various companies and as such is the appropriate person to resolve how the company funds should be used. Similarly the directors of Russell Gould Pty Ltd are the only parties that can resolve to apply that company’s funds.

John Nichols and I are extremely concerned with your actions around this matter. Arranging multimillion dollars loan/assignments is clearly conduct that would be classed as managing companies. The companies proposed to be involved are Australian companies and subject to the Corporations Act and ASIC legislation. As you are aware, you are disqualified by ASIC from managing any companies (see attached ASIC letter dated 16 August 2021).
As you have previously been advised you are entitled to make an application to the courts for orders permitting you to manage a company. You have chosen not to make the above application. Having not obtained orders from the Court to allow you to manage companies you continue to be disqualified from managing any companies.
…
Of particular concern to Mr Nichols as director and myself as one of the companies [sic] legal representatives is that section 11.2 of the Criminal Code imposes accessorial liability on a person who aids abets, counsels or procures the commission of an offence by another person. The fact that you have chosen to ignore the above is entirely up to you. However when your conduct directly puts Mr Nichols and myself at criminal risk this is unacceptable. In the above regard I refer you to the Memorandum of Lucy Kirwan of Counsel dated 16 October 2023 which has already been provided to you (copy attached).
In the circumstances you are requested to cease attempting, in breach of your disqualification, to manage the companies that Mr Nichols is a director of and to stop issuing instructions in respect of the same.
John Nichols has noted however that he is happy to discuss with James Gould, the director of Russell Gould Pty Ltd any possible collaboration in respect of the Aust-Wide loan.”

A similar dispute arose in late May and early June 2024 in relation to Mr Gould’s wish for two companies of which Mr Nichols was the director – South Seas Holdings Pty Ltd and Malackey Holdings Pty Ltd – to subscribe for $4 million worth of shares in a capital raising being undertaken by ASX-listed company Cyclopharm Limited. Again, Mr Ord has deposed on information and belief that Mr Nichols did not agree that those companies would subscribe for the shares, and Mr Gould has deposed in his 14 June 2025 affidavit that Mr Nichols did agree with his suggestion to subscribe for the shares. Mr Gould sent an email to Mr Nichols on 25 May 2024 asking him to sign the relevant documents to subscribe for the shares and instructing Mr Nichols to pay South Seas Holdings’ $3 million commitment out of the account of BCAS. Mr Nichols appears to have advised there were insufficient funds in the account of BCAS, eliciting a further email from Mr Gould on 27 May 2024 asking Mr Nichols to direct Mr Ord to pay $2 million out of the BCAS account to Cyclopharm Limited, and stating that Mr Gould would pay the remaining $1 million. According to Mr Ord’s evidence on information and belief, Mr Nichols had determined that Malackey and South Seas Holdings would not participate in the capital raising. The episode culminated in angry emails sent by Mr Gould to Mr Ord on 29 May and 6 June 2024 accusing Mr Ord of not carrying out the wishes of the beneficial owners of the Trust, manipulating Mr Nichols, and frustrating the activities of the Trust. According to Mr Gould’s 14 June 2025 affidavit, he caused funds of Russell Gould Pty Ltd to subscribe for the Cyclopharm Limited shares in the name of South Seas Holdings.
On 6 June 2024, Mr Gould sent an email to Mr Ord (copied to Mr Nichols) in relation to BCAS stating:

“As you know this company acts as the trustee of funds provided by the Gould Family Trust group of companies. I hold relevant powers within that trust.
Under no circumstances are funds to be paid or disbursed without my express written instructions. It is irrelevant if John Nichols agrees with your recommendation.
If you do ,I will have no hesitation in taking the appropriate action to recover funds and other inappropriate payments you have made. I have previously written to John Nichols and yourself about these matters.”

In his 14 June 2025 affidavit, Mr Gould deposed that he sent the email because he was concerned that Mr Nichols and his related entities were not putting the Trust’s cash into interest-bearing term deposits, which Mr Gould considered would be in the best interests of beneficiaries, and that Mr Nichols was approving legal costs and expenses of Mr Ord and Mr Hyde Page which Mr Gould regarded as “exorbitant and unreasonable”. Mr Gould describes his email to Mr Ord as “suggesting” that funds should not be paid out the Trust without his approval. That characterisation of the email cannot be accepted. The email plainly directed Mr Ord to refrain from disbursing Trust funds without Mr Gould’s express written approval, purporting to override Mr Nichols’ authority as sole director of the trustee, and conveyed a threat of legal action if Mr Ord did not abide by that direction.
On 11 June 2024, Mr Gould sent an email to Mr Nichols stating:

“As I advised you in view of your continued involvement with lawyers who who [sic] have proven themselves hostile to the interests of the Gould Family Trust, I have removed South Seas Holdings pty Limited as the trustee of the Gould Family Trust and appointed Shane Syles the trustee. As you know I have been requesting this for at least several months. Shane of course has met with you.”

Mr Gould appears to have been labouring at this time under a mistaken view that South Seas Holdings Pty Ltd was the trustee of the Trust. Mr Gould’s email then stated that meetings would be held with short notice the following day of that company and other companies in which the Trust owned the majority of the shares to remove Mr Nichols as a director. Mr Gould’s email continued:

“I would ask you again to resign voluntarily from the different companies and work with Shane to take over the Gould Family Trusts [sic] affairs.
Please request Mark Ord to forward any relevant material re bank accounts to Trevor Withane at Ironbridge Legal if not to Shane Styles.
Hopefully you will appreciate that I must protect my family interests and I have done what needs to be done with reluctance.
I appreciate what you have attempted to do for me & trust we can continue having a good relationship into the future.”

On 12 June 2024, Mr Ord replied to Mr Gould’s email on Mr Nichols’ behalf. Mr Ord’s reply was directed to Mr Withane of Ironbridge Legal:

“John Nichols wants to emphasise that he regards Mr Gould as a friend, and that he is sorry about the course of recent events. I am instructed that Mr Nichols’s intention is to resign at the earliest possible juncture from all the Australian entities associated with Mr Gould (with the exception of entities such as the Malackey Trust, in which Mr Nichols has an economic interest). It is also Mr Nichols’s expectation that he will appoint Shane Styles to take over as the director.”

Mr Ord’s email then requested that Mr Gould defer his proposed changes for a few days until after Mr Nichols had completed lodgements of objections to his personal tax assessments and penalties raised against him to clear the way for Mr Nichols to then give full attention to “Mr Gould’s concerns”. Mr Ord’s email continued:

“I also observe, with respect, that Mr Gould seems to be under a misapprehension about the powers he possesses in relation to the Gould Family Trust and its related entities. Mr Gould is not a beneficiary of the Gould Family Trust and he does not have the power to replace VRG Management Pty Ltd as trustee of Gould Family Trust. Nor is he a shareholder of VRG Management Pty Ltd. With respect to Mr Gould’s standing as a beneficiary of the Gould Family Trust, I attach an amending deed from September 2014, signed by both Mr Gould and his then personal assistant. A copy of this amending deed was recently located among the records of Gould Family Trust. It should be noted that it was a surprise to us to learn that Mr Gould is not, in fact, a beneficiary of Gould Family Trust. For the past 8 to 9 months Mr Gould has been presenting himself to us as a beneficiary of Gould Family Trust. It is on this rationale that he was provided with financial statements and other records of the trust, and it is on this rationale that he has been threatening legal action on behalf of the trust against various persons such as (for example) the estate of Greg Ralph. We have now discovered that he ceased to be a beneficiary almost ten years ago.
Against this background, I ask you to confirm that Mr Gould has not (as he threatened to do in his email to John Nichols) purported to convene shareholder meetings of various companies in the group in order to appoint new directors. It seems like a real possibility that Mr Gould has a misunderstanding as to the legal structure of the group.
I also respectfully ask that Mr Gould desist from his recent habit of sending threatening communications to Mr Nichols in connection with these matters and the management of the companies. Mr Gould’s continued attempts to dictate the management of the companies is contrary to his ASIC disqualification and most likely a breach of his conditions of parole. Further John Nichols finds the increasingly frequent communications that he receives from Mr Gould to be distressing, and also a significant distraction from Mr Nichols’s task of managing the companies and dealing with his personal tax dispute with the ATO.
As I have noted above, we will be in a position to properly engage with Mr Gould’s concerns after John Nichols’s objection to the tax assessments has been lodged next week. Any steps Mr Gould takes in the interim may complicate this matter unnecessarily.”

In his affidavit affirmed on 13 June 2025 in these proceedings, Mr Ord deposed that, at the time of sending that email on 12 June 2024, he was not aware of the 2024 Amending Deed to which I have referred at [33]-[34] above.
Mr Ord’s reference in his 12 June 2024 email to Mr Gould having presented himself to Mr Nichols and Mr Ord as a beneficiary of the Trust for the past eight or nine months is a reference to Mr Gould’s email to Mr Nichols and Mr Ord dated 29 October 2023, in which Mr Gould expressed disagreement with Ms Kirwan’s advice. In that email, Mr Gould wrote (emphasis added):

“It is important, however, that you appreciate that you are in effect trustees when you disperse funds which ultimately belong to the Gould family trust … Also I too have responsibilities flowing from the fact that all ‘Gould’ assets belong to the trusts in which at the very least I have a beneficial interest.”

On 17 June 2024, Mr Gould issued or purported to issue a document entitled “Notice of Removal and Appointment of New Trustee of the Gould Family Trust” notifying the appointment of Mr Styles and the removal of any trustee other than Mr Styles with effect from the date of the notice. It appears from the Recitals to the notice that Mr Gould apprehended that any of VRGM and the other entities to whom the notice was addressed may have held current appointments as trustee of the Trust as at the date of the notice. Nothing turns on that for present purposes.
Mr Gould sent an email to Mr Nichols attaching the Notice of Removal and Appointment on the evening of 17 June 2024.
On the morning of 18 June 2024, Mr Ord sent an email to Mr Gould replying on behalf of Mr Nichols to Mr Gould’s email attaching the Notice of Removal and Appointment of New Trustee. Mr Ord’s email relevantly stated (emphasis added):

“As already advised, you do not have the power to replace the trustee of the Gould Family Trust. Some time ago the trust deed was amended pursuant to Clause 21, to remove the power you previously held as ‘the Parent’ under the trust deed. The effect of the amendment is that you no longer have power to change or remove the trustee. However under the amendment you may, in your Will or other testamentary instrument, nominate a person who (after your death) will then have a power to remove or change the trustee of Gould Family Trust.
I am instructed that it was thought that an amendment to the power of ‘the Parent’ was prudent and in the interests of the beneficiaries of Gould Family Trust, having regard to several matters. These included the impropriety of you having a role in the management of Gould Family Trust while you are a disqualified person per s.206A of the Corporations Act, and the possible conflict of interest between the welfare of beneficiaries of Gould Family Trust and your personal financial circumstances (most notably the substantial tax assessments imposed on you by the ATO). These concerns have been augmented, in recent times, by your frequent assertions that the resources of Gould Family Trust are ‘your money’, to be applied in accordance with your wishes, and your repeated attempts to transact business on behalf of the Gould Family Trust and to do this independently of the appointed officers of the trust and its subsidiary companies. The purpose of the amendment was to avoid immediate detriment and harm to the Gould Family Trust.
The consequence of the amendment to the trust deed is that you no longer have power to change the trustee. Accordingly the notice you served on John Nichols was ineffective and the notice will be disregarded. The trustee of Gould Family Trust continues to be VRG Management Pty Ltd. The subsidiary companies of the trust are in the legal ownership of VRG Management Pty Ltd.”

Mr Gould replied to Mr Ord by email later that morning in the following terms:

“You are wrong in your assertions.
Where is the document you allege that removed my powers as ‘parent’ please?
…
I never use the term ‘my money’ as the funds belongs to the Gould family trust. It is also not your money as you seem to think!
John Nichols agrees to resign and has indeed agreed a number of times to resign and then you talk him out of it.
The financial damage you are causing to the Gould Family Trust Group and my family is very considerable please cooperate with Shane Styles for him to take over management.
You have demonstrated a reckless disregard for the interests of third parties as explained to you in recent correspondence. You will be fortunate if litigation is avoided by me management the situation with my former clients.
Exactly whose interests do you think you are working in? Who is your client? My wife and family who are beneficiaries also want Shane Styles to take over to protect their interests. Please cooperate with our family solicitor, Mr Trevor Withane.”

On 19 June 2024, Mr Gould sent an email to Mr John Hyde Page of counsel providing account details for an IMB Bank account in the name of Russell Gould Pty Ltd and requesting that all funds in the Commonwealth Bank account of BCA be transferred to the Russell Gould account. Mr Gould’s email to Mr Hyde Page stated that Mr Nichols had agreed to resign as director of the trustee the following Monday, that Mr Styles had approved of the transfer, and that Mr Gould was sure that Mr Nichols “will see the sense in doing this”. According to Mr Ord’s evidence on information and belief, Mr Nichols had not agreed to resign the following Monday and he had not authorised the transfer of funds from BCA to Russell Gould. According to Mr Gould’s 14 June 2025 affidavit, Mr Nichols had agreed to resign and had agreed to the transfer of the funds in BCA’s account to Russell Gould. Mr Gould describes those funds as his superannuation monies. It is difficult to reconcile that evidence with Mr Gould’s 28 May 2025 affidavit in which he described BCA as a “treasury company” holding funds of the Trust and the Trust subsidiaries.
On 20 June 2024, Mr Withane wrote directly to Mr Nichols, referring to Mr Ord’s email sent to Mr Gould on 18 June 2024. Mr Withane’s letter stated that Mr Gould did not accept that there had been any valid amendment of clause 15 of the Deed. Mr Withane also referred to his instructions that Mr Nichols had told both Mr Gould and Mr Styles that he intended to cause VRGM to resign as trustee of the Trust on 24 June 2024, and that Mr Nichols had specified that date rather than any earlier date “to ensure that John Hyde Page of counsel had first finished drafting your tax objection regarding your personal tax affairs”. Mr Withane’s letter stated that, while it remained Mr Gould’s position that the trustee of the Trust had changed on 17 June 2024, it should not be necessary to resolve that dispute if Mr Nichols did in fact resign on 24 June 2024, subject to confirmation that VRGM would appoint Mr Styles as the sole trustee of the Trust immediately before VRGM’s resignation, and confirmation that neither VRGM nor any entity owned beneficially by the Trust would disburse any funds or dissipate any assets in the meantime, except in payment of pre-existing obligations properly incurred for the purpose of the Trust or the relevant entity. In particular, confirmation was sought that Mr Nichols would not pay out of Trust funds any payments with respect to his personal tax affairs or professional fees incurred by Mr Nichols for his own purposes. The letter noted that Mr Nichols had previously agreed with Mr Gould that he would not pay, or cause to be paid, any professional fees without Mr Gould having the opportunity to discuss those fees with Mr Nichols. The letter demanded confirmation of those matters by 5:00pm on 20 June 2024.
Further correspondence ensued. Relevantly, Mr Withane requested from Mr Nichols, Mr Ord and Mr Hyde Page of counsel on 24 June 2024 a copy of the instrument that Mr Nichols claimed had removed Mr Gould’s power as “the Parent” under the Deed to remove and appoint trustees. That request was repeated on 25 June 2024.
There was a meeting between Mr Gould and Mr Nichols in Mr Hyde Page’s chambers on 25 June 2024 at which the question of VRGM’s resignation as trustee of the Trust was discussed. There is a dispute about the circumstances in which both Mr Gould and Mr Nichols came to be at Mr Hyde Page’s chambers on this occasion, and about what was said. It is not necessary to resolve that dispute for the purpose of determining the present applications.
On 1 July 2024, Mr Withane sent an email to Mr Nichols and Mr Ord making a further request for a copy of the instrument that Mr Nichols claimed had amended the Deed by removing Mr Gould’s power to remove and appoint trustees. This request was made on behalf of Mr Gould, his son (who is a beneficiary under the Trust), and Ms Yau. Mr Ord replied on behalf of Mr Nichols in the afternoon of 1 July 2024, declining to provide the instrument on the basis of his instructions that Mr Gould was not a beneficiary of the Trust and therefore had no entitlement to the document. Mr Nichols appears to have ignored or overlooked that the request for the document had been made on behalf of Mr Gould’s son and Ms Yau.
On 2 July 2024, Mr Gould’s son made a direct request for the instrument by email to Mr Nichols, Mr Ord and Mr Hyde Page.
On 3 July 2024, Mr Ord wrote a long letter addressed to “The Beneficiaries – Gould Family Trust” on behalf of Mr Nichols as the director of the trustee. The letter stated that its purpose was to provide beneficiaries with an introduction to the current trustee and basic information about the Trust.
The background information about the Trust set out in the letter included that it had been established by Mr Gould in July 1985, that its objectives included the provision of benefits and assistance to the family of Mr Gould as well as to the Anglican Church and other Christian organisations, and that the Gould family members eligible to receive benefits under the trust included Mr Gould’s current wife, his children and any grandchildren, and his cousins. Mr Gould himself had not been a beneficiary of the Trust since September 2014, when he had elected to remove himself as a beneficiary. Mr Gould had been the director of the trustee of the Trust from 1985 until November 2019. Mr Ralph had replaced Mr Gould as the director of the trustee in November 2019 following Mr Gould’s conviction for attempting to pervert the course of justice. Mr Ralph had died in tragic circumstances in April 2023, following which Mr Nichols had replaced Mr Ralph.

The letter then set out some financial information about the Trust, including that it was solvent after paying off the entirety of its debt to the Australian Tax Office in May or June 2024 notwithstanding that it still had proceedings on foot challenging those tax liabilities. The letter stated that those proceedings would proceed to trial in September 2024.
The letter then stated:

“The trustee of the Gould Family Trust is the private company, VRG Management Pty Ltd ... The sole director of the trustee is John Nichols (full name: John Thomas Nichols) and John Nichols is the sole director of the companies owned by the trustee.”

The letter provided contact details for Mr Nichols, and for Mr Ord who was described as the solicitor to the Gould Family Trust.
The letter continued:

“In April 2024 John Nichols exercised a power to vary the deed of the Gould Family Trust. He did this on legal advice. The effect of this variation to the trust deed was to remove the remaining power that Vanda Gould had to influence the management and decision-making of Gould Family Trust during the life-time of Mr Gould. Vanda Gould does not accept that this revision to the trust deed was legally effective, or appropriate.
It is appropriate to make a comment on the relationship between Vanda Gould and John Nichols the director of the current trustee of the Gould Family Trust. Vanda Gould and John Nichols were friends and collaborators for many decades. More recently the relations [sic] between the two men has become acrimonious, or at the very least very tense.
The legal position is that Mr Nichols, the director of VRG Management Pty Ltd must make all decisions about the trust and the distribution of trust assets. John Nichols has a responsibility to act in the interests of the trust and its beneficiaries. Mr Gould has not been a beneficiary since 2014 and he no longer has any rights in respect of the Gould Family Trust or its management that can be exercised during his lifetime.”

The letter then set out various matters about which Mr Ord had been instructed to advise beneficiaries (but without providing them with legal advice about those matters), including:

that beneficiaries of the Trust have a legal entitlement to additional information about the Trust and to maintain “a level of oversight of actions taken by the trustee”, and that the trustee has “a legal obligation to comply with requests that beneficiaries make for the trust’s financial and other information”;

that beneficiaries are entitled to insist on the proper management of the trust;

that the current trustee’s intention was to “give renewed focus to the purpose of the trust, which is to confer benefits on the beneficiaries” and, indeed, to start making distributions, in circumstances where it was “now practicable to do this because there is no longer an immediate danger that the Gould Family Trust and associated entities will go bankrupt with unpaid tax debts”; and

that “it is a criminal offence for Vanda Gould, as a person who has been convicted of serious criminal conduct, to participate in the management of Australian companies and this extends to the trustee of Gould Family Trust. The relevant statutory provisions are ss 206A and 206B of the Corporations Act 2001. It is also a criminal offence for a person to assist a convicted criminal in participating in the management of Australian companies. Mr Gould therefore cannot have any active involvement with the Gould Family Trust”.

The letter invited each beneficiary to indicate to the trustee whether they wished to receive distributions of money or other benefits from the Trust, noting that they had no right to require distributions but that the trustee had a duty to consider any request. The letter stated that the trustee had no information about the identity and whereabouts of any grandchildren or any cousins of Mr Gould, who would be beneficiaries under the Trust. The letter requested the recipients to provide to the trustee any information they may have to enable the trustee to make contact with any such beneficiaries.
The letter enclosed the instrument by which VRGM had been appointed as trustee of the Trust, a current ASIC extract for VRGM, the Deed, an amending deed executed in September 2014 pursuant to which Mr Gould had removed himself as a beneficiary of the Trust, and the 2024 Amending Deed. The letter stated that the financial statements of the Trust had not been provided because the majority of the assets of the Trust resided in assets held by the companies owned by the trustee. The letter offered that the trustee would provide financial statements for those companies on request.
On 23 July 2024, Mr Withane on behalf of Mr Gould wrote to Mr Ord setting out the reasons why Mr Gould contends that the 2024 Amending Deed was ultra vires and ineffective, and that any actions taken by VRGM purportedly in its capacity as trustee of the Trust since 17 June 2024 are therefore of no legal effect. The letter demanded that, by no later than 4:00pm on 24 July 2024, VRGM confirm its acceptance of Mr Gould’s position, provide all books and records of the Trust to Mr Styles, cease purporting to act as the trustee of the Trust, and cooperate with Mr Styles in notifying all interested persons that: (1) the 2024 Amending Deed was ultra vires and of no effect; and (2) VRGM was removed and Mr Styles was appointed as trustee on 17 June 2024.
On 4 September 2024, Mr Nichols, as the sole shareholder of each of VRGM and the “treasury company” BCAS, resolved to appoint Mr Styles as a director of each company and passed a series of resolutions giving Mr Styles access to each company’s bank account and requiring any payment out of the bank account to be authorised by both Mr Nichols and Mr Styles. The sole member of the other “treasury company”, BCA, passed resolutions to the same effect on the same date.
In his affidavit affirmed on 28 May 2025, Mr Styles describes his appointment as an interim measure intended to provide a degree of oversight over the Trust and its assets while negotiations continued between Mr Nichols and VRGM on the one hand and Mr Gould on the other hand in relation to the disputed 2024 Amending Deed. Mr Styles deposes that, working together with the accountant for the Trust, he has been able to obtain a fair understanding of the Trust’s main assets, almost all of which are held through the Trust subsidiaries. Mr Styles has learned that the trustee and the Trust subsidiaries do not operate trading businesses, but hold investments in the form of cash, shares and real property. Two of the Trust subsidiaries have VRGM recorded as their sole shareholder. The share registers of the remaining three Trust subsidiaries were not updated following the removal of Southsea Nominees and the appointment of VRGM as trustee. Accordingly, Southsea Nominees is still recorded as the sole shareholder of those Trust subsidiaries.
In late April 2025, Mr Styles learned that there had been changes to the share structure of certain companies partly owned by the Trust, including the issue of additional shares to VRGM as trustee. Mr Styles does not allege that these changes involved any movement of assets or wealth out of the Trust, but he gave evidence that he was concerned that VRGM was participating in these share issues without his knowledge. Mr Styles sought an explanation from Mr Ord, who told Mr Styles on 29 April 2025 that the changes were consequential upon the change of trustee from Southsea Nominees to VRGM some time ago, that resolutions to effect the changes had been made in June 2024, and that the forms were unfortunately being lodged with ASIC late. There is no evidence that the explanation was incorrect, or that Mr Styles disputed the explanation at the time. However, Mr Styles deposed in his 28 May 2025 affidavit that the explanation concerned him because “if transactions were being effected without my knowledge and able to be justified after the fact by claiming that it is merely effecting something done before I became a director, then that could conceivably be used to justify almost any transaction” (emphasis added). Mr Styles continued, “I have now learned that (supposedly) on 30 April 2025 – being just after I raised those concerns – I was removed as a co-director of VRG Management and BCAS. I was never given any notice of removal by those companies, but rather found out about it on 26 May 2025 via my solicitors.”
On 26 May 2025, Mr Gould’s solicitor received an ASIC notification of lodgement of documents relating to VRGM and BCAS. Upon conducting searches, Mr Gould and his solicitor learned that documents had been lodged with ASIC on 6 May 2025 reporting Mr Styles’ removal as a director of both companies on 30 April 2025. Neither Mr Gould nor Mr Styles had received any communication from Mr Nichols or VRGM concerning Mr Styles’ removal as a director, either before or after his removal.
Mr Ord has given evidence on information and belief that Mr Nichols decided to remove Mr Styles as a director of the two companies because he did not appear to be exercising his powers as a director independently of Mr Gould’s instruction, and because Mr Styles was not responsive or engaged in his duties as a director of the trustee. In particular, Mr Styles declined to settle Part IVC tax proceedings to which Trust entities were a party, consistently with Mr Gould’s wishes but contrary to the advice given by counsel briefed to appear for the Trust entities in those proceedings. In his affidavit affirmed on 14 June 2025, Mr Styles denies that he lacked independence or that he was unresponsive or disengaged as a director of VRGM. In relation to the Part IVC proceedings, Mr Styles deposed that he determined that the proceedings should go to trial after considering counsel’s advice, the witness statements, and the “strategic position” of the Trust entities in the proceedings. Mr Styles discussed the matter with Mr Gould, who was a major witness in the proceedings, but denies that Mr Gould influenced his decision. Mr Styles notes that the proceedings were heard over 14 days, and that Mr Ord and counsel who had advised settlement continued to act for the Trust entities in the proceedings. Mr Styles deposed that neither Mr Ord nor counsel advised him that the proceedings lacked the necessary reasonable prospects of success.
Mr Ord has also given evidence that Mr Nichols instructed him to notify Mr Styles of his removal as a director of VRGM and BCAS, but that Mr Ord overlooked doing so because he was overrun with work commitments and personal circumstances, including a serious assault on his teenage son, at the time.
Shortly before learning that Mr Styles had been removed as a director of VRGM and BCAS on 26 May 2025, Mr Gould had executed a further notice on 23 May 2025 which he describes in his 28 May 2025 affidavit as “re-asserting the change of the trustee of the Trust” from VRGM to Mr Styles. That notice was first served on VRGM at the same time as the summons and the freezing orders in these proceedings.

Commencement of proceedings

As I have already mentioned, these proceedings were commenced on an urgent basis before the Duty Judge on 29 May 2025.
By way of final relief, the plaintiffs claim:

in prayer 6 of the Summons, a declaration that the 2024 Amending Deed is beyond power, and therefore of no force or effect, to the extent that it purports to amend clause 15 of the Deed (which, by prayer 5 of the Summons, the plaintiffs seek to have determined as a separate question);

alternatively, in prayer 7 of the Summons, a declaration that the 2024 Amending Deed is a fraud on VRGM’s power as trustee of the Trust, and therefore of no force or effect, to the extent that it purports to amend clause 15 of the Deed;

further, in prayer 8 of the Summons, a declaration that VRGM was removed as the trustee of the Trust on 17 June 2024 (or, alternatively, on such other date as the Court may find);

further, in prayer 9 of the Summons, a declaration that Mr Styles has been the sole trustee of the Trust, and VRGM and Southsea Nominees have been obliged to transfer the assets of the Trust to Mr Styles, at all times from 17 June 2024 (or, alternatively, on such other date as the Court may find);

alternatively, in prayer 10 of the Summons, orders pursuant to the Court’s inherent power and/or s 70 of the Trustee Act 1925 (NSW) removing VRGM and appointing Mr Styles as trustee of the Trust; and

in prayers 11 to 14 of the Summons, orders requiring the transfer of the books and assets of the Trust from VRGM and Southsea Nominees to Mr Styles, and an order that VRGM account to Mr Styles for all assets of the Trust held as at 17 June 2024 (or such other date as the Court may find to be the date on VRGM was removed as trustee).

The ex parte hearing on 29 May 2025

As I have already mentioned, the plaintiffs sought interim freezing orders at the ex parte hearing on 29 May 2025 against VRGM, the Trust subsidiaries, and the “treasury company” BCAS.
In support of that application, the plaintiffs relied on an affidavit of Mr Gould sworn on 28 May 2025 and Exhibit VRG-1 to that affidavit, an affidavit of Mr Styles affirmed on 28 May 2025, and an affidavit of Mr Withane affirmed on 28 May 2025 together with Exhibit TW-1 to that affidavit.
Mr Gould’s affidavit sworn on 28 May 2025 described the Trust and the role of each of the plaintiffs and the defendants in the affairs of the Trust. Mr Gould then deposed in paragraphs 6 and 7 that (emphasis added):

“6. The essence of the dispute in this proceeding is that Mr Nichols claims to have removed my power to remove and replace the trustee of the Trust, such that he claims VRG Management (and so himself) to now be entrenched and practically irremovable as controller of the Trust and its tens of millions of dollars of assets.
7. While I have been engaged in protracted negotiations with Mr Nichols regarding this dispute (and Mr Styles was appointed as a co-director of VRG Management, BCAS and BCA to provide a degree of oversight while those negotiations proceeded), it has just come to light that Mr Nichols has covertly removed Mr Styles as a co-director of VRG Management and BCA, causing me to have grave concerns that Mr Nichols is about to cause the dissipation of the Trust’s wealth (being, as outlined in the brief above, mostly held via the [Trust subsidiaries] or in BCAS’s and BCA’s bank account).”

In paragraphs 12 and 13 of that affidavit, Mr Gould disclosed his conviction for attempting to pervert the course of justice and referred to his understanding that, by reason of that conviction, he was and remains disqualified from managing companies.
In paragraph 17 of the affidavit, Mr Gould referred to his release from prison on parole in November 2023.
In paragraphs 18 to 20, Mr Gould deposed:

“18.   When I left prison, I had a number of concerns about the administration of the Trust. Without going into their full detail (as I accept it is not relevant to the proposed separate question), my concerns included:
a.   The way assets of the Trust (or, more specifically, the cash of companies within the Trust) were being dealt with and diminished;
b.   Fees paid to Mr Ralph and to lawyers (being the lawyers that now act for Mr Nichols, and who used to act for me) while I was in prison; and
c.   The state of the accounts of the Trust.

19.   When I pressed those concerns in correspondence, both with Mr Nichols directly and with his solicitor, I did not feel my concerns were being responded to, and my relationship with Mr Nichols deteriorated.
20.   Apparently, on 18 April 2024, Mr Nichols on behalf of VRG Management executed a ‘Gould Family Trust Amending Deed’ … As can be seen, the effect (or purported effect) of the [2024 Amending Deed] was to:
a.   Update the identity of the ‘Primary Beneficiary’ under the Trust Deed to my current wife, Grace; and
b.   Remove my power as ‘Parent’ to change the trustee of the Trust, by making the power only exercisable after I have died.”

Mr Gould’s affidavit did not identify any particular alleged dealings with Trust assets that had given rise to his concerns. Nor did Mr Gould identify or exhibit to his affidavit any communication in which he had expressed any concern to Mr Nichols or to Mr Ord that Trust assets were being “dealt with and diminished”.
In paragraph 21 of the affidavit, Mr Gould deposed that he had not been told about the 2024 Amending Deed at the time it was made, and was told about it for the first time after he issued the Notice of Removal and Appointment of Trustee on 17 June 2024. Mr Gould further deposed that he was first given a copy of the 2024 Amending Deed on 4 July 2024, after the defendants had refused to provide it to him for several weeks.
Mr Gould did not refer in paragraph 21 or in any other part of his affidavit to the substance of the explanation for the 2024 Amending Deed that had been set out in the email that he received from Mr Ord on 18 June 2024 to which I have referred at [50] above. That email was included amongst 208 pages of documents exhibited to Mr Gould’s 28 May 2025 affidavit. Mr Gould referred to the email in paragraph 41(b) of his affidavit as the communication by which he had first been told about the 2024 Amending Deed, without alluding to the substance of the explanation in the email. The Duty Judge was not taken to the 18 June 2024 email during the ex parte hearing on 29 May 2025 and, as will be seen below, the written and oral submissions made on behalf of the plaintiffs made no reference to the substance of the explanation for the 2024 Amending Deed set out in that email.
In paragraph 36 of his 28 May 2025 affidavit, Mr Gould deposed that (emphasis added):

“36.   As I set out below:
a.   While I do not have a perfect picture of the Trust’s current assets, to the best of my knowledge, the Trust holds tens of millions of dollars of assets in the form of passive investments, though with the investments themselves within various corporate entities, and principally in the [Trust subsidiaries] or (in the case of cash) in BCAS’s and BCA’s bank account.
b.   I believe the defendants’ conduct raises grave concerns as to their management of the Trust and its assets, such that there is a danger that they may seek to inappropriately deal with those assets pending determination of these proceedings, which should be prevented by restraints at the very least until determination of the plaintiffs’ proposed separate question, and which need to be ordered immediately and ex parte to minimise the risk of dissipation (or further dissipation) before orders can be made.”

In paragraph 39 of his 28 May 2025 affidavit, Mr Gould referred to Mr Nichols’ 4 July 2024 letter, the substance of which I have described at [58]-[66] above. Mr Gould included the whole of the letter in the 208-page exhibit to his affidavit, but referred in his affidavit only to the paragraph of the letter that estimated that the Trust had assets “in the tens of millions of dollars” most of which were held by the Trust subsidiaries. Mr Gould deposed in paragraph 40 of his affidavit that, in those circumstances, he believed that any order restraining dealings in Trust assets needed to extend to the Trust subsidiaries in order to be effective.
Mr Gould did not refer in paragraphs 39 and 40 or in any other part of his affidavit to the substance of 3 July 2024 letter in which Mr Nichols had explained to beneficiaries his reasons for making the 2024 Amending Deed, informed beneficiaries of their rights, provided financial information about the Trust and offered to provide financial information about the Trust subsidiaries, and communicated his intention to consider making distributions to beneficiaries now that the Trust’s disputed tax liabilities no longer created a risk of insolvency. The 3 July 2024 letter was included in the 208-page exhibit to Mr Gould’s 28 May 2025 affidavit. The Duty Judge was not taken to the letter during the ex parte hearing on 29 May 2025 and, as will be seen below, the written and oral submissions made on behalf of the plaintiffs made no reference to the substance of the letter.

At paragraph 41 of his affidavit, Mr Gould exhibited correspondence between himself and Mr Nichols and their respective solicitors, during the period between 11 June 2024 and 2 July 2024. Mr Gould then deposed:

41.    … Without repeating all that correspondence:
a.    When I first gave notice that I was removing Mr Nichols on 11 June 2024, I was not told of the [2024Amending Deed], but instead, my solicitor was told that I lacked the power to remove him because I had been removed as a beneficiary of the Trust as a result of the 2014 Variation (see email at page 167 of VRG-1). I note that the email also claimed that Mr Nichols intended to, in any event, ’resign at the earliest possible juncture’ and appoint Mr Styles, though that has not occurred.
b.   The first I was told of any supposed further amendment to the Trust Deed that removed my power as ‘Parent’ was on 18 June 2024, in respect to my issue of the 17 June Notice (see email at page 172 of VRG-1).
c.   I immediately sought whatever document had supposedly removed my power as ‘Parent’ (see email at page 171 of VRG-1), and my solicitors similarly noted that I had already demanded that document (at page 177 of VRG-1) and demanded it themselves (at pages 183 and 195 of VRG-1).
d.    The defendants refused to provide any substantive response, apparently instructing their solicitor not to speak to mine (see email at page 192 of VRG-1).
e.    On 30 June 2024, my solicitors were notified that the defendants refused to provide the document removing my power as ‘Parent’ on the basis that I was not a beneficiary of the Trust (see the conclusion of the email on page 197 of VRG-1, and again on page 201 of VRG-1).
f.   To overcome that supposed justification, my son sent an email on 2 July 2024 (at page 206 of VRG-1) requesting whatever document removed my power as ‘Parent’ (and this then led to him being sent the email and documents already referred to in paragraph 37 above).

The correspondence exhibited at paragraph 41 of Mr Gould’s 28 May 2025 affidavit included:

Mr Gould’s email to Mr Nichols on 11 June 2024 referred to at [42]-[43] above;

Mr Ord’s email sent to Mr Withane on 12 June 2024 referred to at [44]-[46] above;

Mr Ord’s 18 June 2024 email referred to at [50] and [85] above; and

Mr Nichols’ letter to beneficiaries of the Trust dated 4 July 2024 referred to at [58]-[66] and [87]-[88] above.

The correspondence exhibited to Mr Gould’s affidavit did not include:

the email correspondence in May and June 2024 evidencing Mr Gould’s reaction to Mr Nichols’ failure or refusal to abide by Mr Gould’s wishes or directions concerning the investment of funds of the Trust, or funds of related companies of which Mr Gould was not a director (see [38]-[39] above);

Mr Gould’s email sent to Mr Ord on 6 June 2024 asserting that Mr Gould held “relevant powers” within the Trust, and purporting to instruct Mr Ord not to make any payment out of Trust funds held by BCAS without Mr Gould’s express written instructions, irrespective of any instruction that Mr Ord may receive from Mr Nichols (see [40]-[41] above); and

Mr Gould’s email sent to Mr Hyde Page on 19 June 2024 seeking to arrange for the transfer of funds from the “treasury company” BCA to Russell Gould Pty Ltd (see [52] above).

The parts of the correspondence that Mr Gould highlighted in paragraph 41 of his affidavit made no reference to:

Mr Gould’s unsuccessful attempts to influence investment decisions relating to the Trust and to companies of which he was not a director during May and early June 2024, which preceded his 11 June 2024 email notifying Mr Nichols that he would appoint Mr Styles as the director of the trustee and the Trust subsidiaries and treasury companies, and requesting Mr Nichols to resign voluntarily as the director of those entities (see [38]-[39] and [42]-[43] above and paragraph 41(a) of Mr Gould’s affidavit extracted at [89] above);

Mr Gould’s direction to Mr Ord on 6 June 2024 to adhere to Mr Gould’s instructions rather than any instruction from Mr Nichols in relation to paying expenses out of funds of BCAS, and the steps taken by Mr Gould on 19 June 2024 to enlist Mr Hyde Page to facilitate transfers of funds from the “treasury company” BCA to Russell Gould Pty Ltd (see [40] and [52] above);

Mr Nichols’ request communicated to Mr Gould through Mr Ord’s 12 June 2024 email that Mr Gould desist from sending threatening communications to Mr Nichols in relation to the management of the companies, and the view expressed in Mr Ord’s email that Mr Gould was attempting to dictate the management of the companies contrary to his ASIC disqualification (see [44]-[46] above and paragraph 41(a) of Mr Gould’s affidavit extracted at [89] above);

the explanation given for the 2024 Amending Deed in Mr Ord’s 18 June 2024 email sent on behalf of Mr Nichols which is referred to at [50] above – namely, that this was done (a) to avoid perceived immediate detriment and harm to the Trust in circumstances where Mr Nichols took the view that it was improper for Mr Gould to have a role in the management of the Trust while he was disqualified from managing corporations under s 206A of the Corporations Act; (b) because Mr Nichols was concerned about a possible conflict between Mr Gould’s personal interests and the interests of the beneficiaries of the Trust; and (c) because Mr Nichols’ concerns had been augmented in recent times by Mr Gould’s assertions that the resources of the Trust were “his money” to be applied in accordance with his wishes and by Mr Gould’s repeated attempts to transact business on behalf of the Trust independently of the directors of the trustee and the Trust subsidiaries;

the substance of Mr Nichols’ communication with beneficiaries in his 3 July 2024 letter referred to at [58]-[66] above; and

Mr Nichols’ inclusion of a copy of the 2024 Amending Deed in his 3 July 2024 letter to all beneficiaries.

After setting out his selected highlights of his correspondence with Mr Nichols and his solicitors, Mr Gould referred in paragraphs 42 to 44 of his affidavit to his meeting with Mr Hyde Page at which Mr Nichols was also in attendance (see [55] above), noted that Mr Nichols had not responded to his solicitors’ correspondence concerning the alleged invalidity of the 2024 Amending Deed (see [67] above), and stated that Mr Nichols had recently removed Mr Styles as a director of VRGM and BCAS and that he had “done so covertly”.
In paragraphs 45 to 49 of his affidavit, Mr Gould deposed (emphasis added):

“45.   Given all of the above — as well as Mr Nichols’ underlying conduct in covertly trying to entrench his control of the Trust, with which he otherwise has no connection — I am concerned that Mr Nichols seems to be trying to retain control of the Trust for his own benefit, including for the sake of trying to extract financial benefits (for example, by having his legal fees paid for other litigation [sic]).
46.   That concern is especially heightened given the recent covert removal of Mr Styles as a co-director of VRG Management and BCAS. Especially in combination with Mr Nichols’ previous conduct, I cannot think of any sensible explanation for that occurring except to enable Mr Nichols to engage in dealings that Mr Styles might have stopped, and to do so before we discovered Mr Styles’ removal and so could approach the Court as we are now doing.
47.    That being the case, I have grave fears that unless the defendants (being Mr Nichols and companies effectively controlled by him) are all urgently restrained, then it is highly likely that Mr Nichols will – if he has not already – take some kind of action in an attempt to defeat this proceeding, which could most obviously be done by putting the assets of the Trust out of reach. That would be consistent with what he already attempted to do by way of the [2024 Amending Deed] itself.
48.    Given that the Trust's wealth is – as already stated (and as I understand will be elaborated upon by Mr Styles) — principally held by the [Trust subsidiaries] and BCAS, I believe it to be necessary for them to be included in any restraints. Otherwise, Mr Nichols could effectively defeat this proceeding by having the [Trust subsidiaries] and BCAS dissipate their assets, leaving the Trust with ownership of empty shells.
49.    I accordingly seek that the Court urgently order such restraints, at the very least up until the determination of the plaintiffs’ proposed separate question.”

The final section of Mr Gould’s 28 May 2025 affidavit – paragraphs 52 to 57 – was entitled “Ex parte disclosure”.
In paragraph 52, Mr Gould deposed:

“52. Doing the best I can, I address below the only issues that I can think of as being possible arguments against the granting of the ex parte restraints sought against the defendants, though (as I explain) I do not see how any of them would justify refusing the restraints.”

Mr Gould then referred to four possible arguments:

that the underlying dispute the subject of the proceedings had been on foot for some time before the plaintiffs had commenced legal proceedings – as to which Mr Gould deposed that it was the discovery on 26 May 2025 of the “covert removal” of Mr Styles as a director of VRGM and BCAS that had caused the plaintiffs to commence these proceedings;

that the plaintiffs sought broad restraints which would apply to the direct assets of the Trust, and also to the assets of the Trust subsidiaries and BCAS – as to which Mr Gould deposed that he considered that these restraints were necessary because the Trust subsidiaries could otherwise “be stripped of their assets leaving the Trust owning nothing other than empty shells”;

that Mr Gould accepted as a theoretical possibility that the restraints could cause harm to the defendants, but that he could not think of what that harm could possibly be since the Trust and the Trust subsidiaries are merely engaged in passive investments, and he was prepared to give the usual undertaking as to damages; and

that the proposed terms of the freezing orders would preclude the use of more than $20,000 of Trust assets to defend these proceedings.

Mr Gould concluded in paragraph 57 of his affidavit:

“57. Save for the above, I cannot think of any reason that it would be inappropriate to order ex parte restraints upon dealing with assets of the Trust (including assets of the [Trust subsidiaries] and cash held in BCAS).”

Mr Withane’s affidavit affirmed on 28 May 2025 was a short affidavit deposing to the manner in which he learned on 26 May 2025 that Mr Styles had been removed as a director of VRGM and BCAS.
In his affidavit affirmed on 28 May 2025, Mr Styles gave evidence of the circumstances in which he had been appointed as a director of VRGM and BCAS in September 2024 as referred to at [68] above, and the work he had done to familiarise himself with the affairs of the Trust as referred to at [69] above.
Mr Styles then referred to the questions he had asked in late April 2025 about share transactions that had occurred in June 2024. Despite eschewing any suggestion that the share transactions had moved wealth out the Trust, and without acknowledging that he had not disputed the explanation he had been given that the transactions had occurred in June 2024 prior to his appointment as a director of VRGM and were being notified to ASIC belatedly, Mr Styles suggested that there was a risk that transactions concerning VRGM would be undertaken without his knowledge and “justified after the fact by claiming that it is merely effecting something done before I became a director” (emphasis added). Mr Styles then linked his removal as a director of VRGM and BCAS on 30 April 2025 to the questions he had asked about those share transactions, notwithstanding that he had received an explanation for those transactions on 29 April 2025 which he had not disputed. I have referred to those aspects of Mr Styles’ evidence at [70] above.
Mr Styles’ affidavit concluded (emphasis added):

“19.   As outlined above, the Trust’s wealth ultimately consists largely of relatively liquid assets (i.e. cash and publicly listed shares), held within [the Trust subsidiaries] (or BCAS and BCA) as controlled by Mr Nichols, such that if he wanted to he could cause those assets to be dissipated or otherwise dealt with on very short notice and without it necessarily being publicly visible.
20.   I am gravely concerned that, unless restrained with urgency, Mr Nichols is likely to dissipate or otherwise deal with assets of the Trust (and/or [the Trust subsidiaries] or BCAS, to the effective detriment of the Trust) so as to defeat this proceeding and benefit himself. This is particularly by reason of:
a.   The very nature of the underlying dispute, where (as I understand it) Mr Nichols claims to have secretly amended the Trust’s trust deed to prevent VRG Management’s removal as trustee, being an act that seems to me to indicate a willingness to take extraordinary and covert steps to perpetuate his control over the Trust and its assets.
b.   The way in which Mr Nichols has now taken the further extraordinary and covert step of removing me, without warning or even telling me it occurred after the fact, and despite my installation as part of an interim regime to allow negotiations to occur, being something that I find impossible to understand unless Mr Nichols intends to take some kind of action that I would not have approved him taking if I was still a co-director.

21. In circumstances where I believe that I am entitled to be (and, legally already am) the trustee of the Trust, and so should be able to take immediate control of the [Trust subsidiaries] and prevent any dissipation of assets, I believe it would be appropriate for the Court to make orders restraining dealings with those assets while the validity of my appointment is confirmed.
22. In circumstances where, as I have already said, neither the Trust nor its Subsidiaries operate any business engaged in active trading activities, I cannot think of any material harm that such a temporary restraint would cause to the Trust.”

The plaintiffs’ written submissions provided to the Duty Judge at the ex parte hearing stated that the plaintiffs sought urgent ex parte orders against the defendants “to prevent the dissipation of Trust assets in their hands” in circumstances where “the plaintiffs say the defendants should have no power to deal with those assets and have recently engaged in covert conduct that strongly suggests an intention to improperly deal with those assets”.
It was submitted that “the plaintiffs apprehend that the defendants may be in the process of dissipating or otherwise inappropriately dealing with Trust assets so as to defeat the plaintiffs’ claim, justifying restraints”.
Picking up on Mr Styles’ evidence to which I have referred at [101] above, the plaintiffs’ submissions stated that the removal of Mr Styles from his directorship of VRGM and BCAS had occurred “shortly after Mr Styles began asking questions about certain transactions apparently involving the Trust that concerned him”.
The plaintiffs’ submissions characterised the amendment of the power of appointment and the removal of Mr Styles from his directorships as “covert actions” by Mr Nichols to “entrench himself as the irremovable controller of the Trust and all of its assets”. It was submitted that this gave rise to “good grounds to suspect” that Mr Nichols was in the process of carrying out dealings, or had already carried out dealings, to “cause the Trust’s wealth to be very quickly dissipated or put outside of the plaintiffs’ reach”. It was further submitted that the removal of Mr Styles from his directorships without notice to him was “almost impossible to explain other than on the basis that Mr Nichols intended to engage in dealings with Mr Styles would have objected to (and, almost certainly, carry out those dealings covertly before his actions could be discovered)”.
The plaintiffs submitted that those matters, together with Mr Gould’s evidence that Mr Nichols had offered to resign as a director of the trustee subject to an inappropriate condition that Mr Gould make certain payments to him for his personal benefit, provided “a compelling basis to believe that Mr Nichols is likely to (or, at the very least, may) engage in transactions calculated to defeat the plaintiffs’ claims in these proceedings unless restrained, with that being consistent with Mr Nichols’ approach of taking covert actions to perpetuate his personal control of the Trust’s wealth”. It was submitted that, if the freezing orders sought were not made, there was “a risk of obvious irreparable harm to the plaintiffs and to the Trust”.
The submissions drew attention to the fact that the freezing orders were directed not only to VRG Management as the trustee, but also to:

the Trust subsidiaries, which the plaintiffs’ submissions explained are the entities through which the bulk of the Trust’s wealth was actually held;

Southsea Nominees, which was described in the plaintiffs’ submissions as the former trustee of the Trust which was “still the legal owner of some Trust assets, most relevantly the shares in the fifth through seventh defendants (presumably due to a failure to update the register following VRG Management’s appointment as trustee in 2023)”; and

BCAS, which the plaintiffs’ submissions described as acting as a “treasury company" holding cash for the Trust and its subsidiary entities.

The plaintiffs’ submissions stated that, in addition to restraining the disposal of assets, the terms of the proposed freezing orders restrained the incurring of liabilities in excess of $1,000 or the issue of shares in order to “ensure that such dealings could not be engaged in as indirect way to frustrate this proceeding”.
The plaintiffs submitted that the proposed freezing orders incorporated certain exceptions to those restraints, including an exception for the payment of legal expenses “presently capped at $20,000”. In relation to that particular exception, the plaintiffs submitted that they had a prima facie case that the trustee of the Trust had been changed and that it would therefore be a breach of trust for Mr Nichols to cause the Trust’s wealth to be “deployed in preserving his own personal control of the Trust”. The plaintiffs’ submissions foreshadowed that the $20,000 cap was appropriate until the inter partes hearing, at which time any argument could be had about whether Mr Nichols “should be able to draw upon the Trust’s wealth to advance his position in this proceeding”.
The plaintiffs’ written submissions stated that they had “sought to identify in the evidence what arguments could possibly be raised against the ex parte relief they now seek”. The plaintiffs then identified the four arguments that Mr Gould had identified in paragraphs 52-57 of his affidavit sworn on 28 May 2025 to which I have referred at [95]-[98] above.

Consideration and determination

As the defendants submitted, the gravamen of the plaintiffs’ case on the ex parte application was that the freezing orders were necessary because Mr Nichols’ actions in causing VRGM to execute the 2024 Amending Deed and in removing Mr Styles as a director of VRGM and BCAS gave rise to a proper basis to suspect that Mr Nichols was in the process of dissipating, or would soon dissipate, the assets of the Trust. The alleged risk of dissipation of the Trust assets so as to defeat the plaintiffs’ claims in the present proceedings was essential to the plaintiffs’ case for the freezing orders.
The plaintiffs were obliged when making their ex parte application to put before the Court all material facts and arguments within the plaintiffs’ knowledge which the defendants, if they had been present, could be expected to have brought to the Court’s attention, including facts that were adverse to the plaintiffs’ application. [1]
1. Papas v Grave [2013] NSWCA 308 at [71] (Emmett JA, Basten JA and Sackville AJA agreeing).

As I have explained above, the plaintiffs failed to put before the Court the alternative explanation that Mr Nichols had caused VRGM to make the 2024 Amending Deed on the basis of legal advice and in order to avoid immediate detriment and harm to the Trust that Mr Nichols believed arose from Mr Gould’s attempts (as Mr Nichols saw it) to take a role in the management of the Trust in circumstances where (as Mr Nichols understood it) Mr Gould was disqualified from managing corporations. Mr Nichols’ concerns were consistent with the legal advice he had received from Ms Kirwan of counsel, and Mr Gould’s correspondence to which I have referred at [91] above (which was excluded from the plaintiffs’ evidence) illustrated the basis for those concerns.
The plaintiffs also failed to draw to the Court’s attention that, after questioning the share transactions in late April 2025, Mr Styles had been given an explanation for those transactions which he had not disputed. Even at the hearing before me on 16 and 17 June 2025, the plaintiffs described those transactions as “backdated” issues of shares. The documentary evidence annexed to Mr Styles’ affidavit records that the shares had in fact been issued in June 2024 but that the transaction was being notified to ASIC late. That evidence provides no support for an allegation that the issue of the shares occurred later than June 2024 and was “backdated”.
Each of those matters was known to the plaintiffs. The alternative explanation for the 2024 Amending Deed had been set out in Mr Ord’s 18 June 2024 email to Mr Gould following several clashes between Mr Gould and Mr Nichols about the management of the Trust, the Trust subsidiaries and related entities. The plaintiffs included that email in the exhibits to Mr Gould’s affidavit, but made no reference to the substance of the explanation in the body of that affidavit or in their submissions. The email to Mr Styles setting out the explanation for the share transactions was annexed to his affidavit, but the affidavit failed to disclose that he had not disputed that explanation. I reject the plaintiffs’ submission that their obligation of disclosure at the ex parte hearing was satisfied by the mere inclusion of those documents in the evidence. [2]
2. Walter Rau Nesser Oel Und Fett AG v Cross Pacific Trading Ltd [2005] FCA 955 at [38] (Allsop J, as his Honour then was).
Contrary to the plaintiffs’ submissions, each of those matters was material to the Court’s consideration of the freezing order application. The alternative explanation for the 2024 Amending Deed was one of substance, notwithstanding that it was disputed by the plaintiffs. The fact that Mr Styles had been given an explanation for the share transactions that he had questioned in late April 2025, which he had not disputed and still did not dispute, cast serious doubt on the assertion in his affidavit and the contention in the plaintiffs’ submissions that Mr Styles had been removed so that Mr Nichols would be free to deal with and dissipate Trust assets free of scrutiny from Mr Styles. As the defendants submitted, those matters strongly suggested the absence of the alleged risk that Mr Nichols was in the process of dissipating, or was likely to, dissipate Trust assets for his own benefit. If those matters had been disclosed to the Court, and if the plaintiffs had also drawn the Court’s attention to the whole of the contents of Mr Nichols’ letter to the beneficiaries of the Trust dated 3 July 2024, it is my opinion that the Duty Judge would likely not have been satisfied that there was a risk of dissipation of the Trust assets that warranted the grant of the freezing orders on an ex parte basis.
The plaintiffs’ non-disclosure of those matters was compounded by the fact that Mr Gould purported in paragraphs 52 to 57 of his affidavit to disclose to the Court all possible arguments that he could think of against the granting of the ex parte freezing orders. As I have already said, the alternative explanation for the 2024 Amending Deed was known to Mr Gould. He did not have to construct it himself by imagining how the defendants might portray relevant events. It had been articulated and presented to Mr Gould in Mr Ord’s 18 June 2024 email. Mr Styles must have been aware that he did not dispute the explanation for the share transactions he had questioned, yet he chose not to say so in his affidavit and to describe the explanation as a mere “claim” by Nichols to justify the transactions. Disclosure of those matters would clearly have contradicted the narrative advanced in the affidavits of Mr Gould and Mr Styles that Mr Nichols had dissipated and dealt with assets of the Trust, or was likely to do so, for his own benefit. I infer that this was obvious to the plaintiffs, and that they knew that those matters were possible arguments against the granting of the orders they sought (to use the language chosen by Mr Gould in paragraph 52 of his affidavit). I therefore find that the plaintiffs’ non-disclosure of those material matters was deliberate.
That narrative in Mr Gould’s and Mr Styles’ affidavits drove the substance of the plaintiffs’ written submissions prepared by senior and junior counsel, and senior counsel’s oral submissions, at the ex parte hearing. I accept the submission made by senior counsel who appeared for the plaintiffs at the hearing before me (who did not appear at the ex parte hearing), that the non-disclosure of the matters identified above was inadvertent on the part of senior and junior counsel who appeared at the ex parte hearing. There is simply no reason why they would have deliberately withheld those matters from the Court if they had been aware of them. The ex parte hearing occurred on the third day after Mr Gould learned that Mr Styles had been removed as a director of VRGM and BCAS. I infer that in the limited time available to senior and junior counsel to prepare for that hearing, the non-disclosed matters were not drawn to their attention and they did not discover those matters for themselves within the documents exhibited to the affidavits.
Contrary to the submissions made on behalf of the plaintiffs, the inadvertence of the non-disclosure by senior and junior counsel who appeared at the ex parte hearing does not absolve the plaintiffs themselves of responsibility for their deliberate non-disclosure.
The plaintiffs’ deliberate non-disclosure was culpable, and warrants the discharge of the freezing orders so as to deprive the plaintiffs of the advantage that they obtained by their failure to comply with their obligation to the Court. I reject the plaintiffs’ submissions that the Court should exercise its discretion not to discharge the freezing orders. In my opinion, that would condone the plaintiffs’ abdication of their duty of disclosure and thereby undermine the standard of candour that is expected from a party moving the Court for relief on an ex parte basis. [3]
3. Natural & Great Pty Ltd v Lane Cove Business Park Pty Ltd [2022] NSWSC 274 at [93]-[98] and [141]-[147] and the authorities there referred to (Ward CJ in Eq, as her Honour then was).
For the same reason, I decline to exercise the discretion to treat the hearing on 16 and 17 June 2025 as an application de novo for freezing orders under r 25.11 or orders to the same effect under r 25.3 of the Uniform Civil Procedure Rules.
I acknowledge the plaintiffs’ submission that the defendants intend to pay their legal costs of these proceedings out Trust funds, and that this, without more, constitutes a relevant risk of dissipation of assets. I reject the submission that this warrants an exercise of discretion in favour of the plaintiffs to permit them to use the hearing on 16 and 17 June 2025 to make a fresh application under r 25.11 or r 25.3, thereby avoiding any consequences of their deliberate non-disclosure at the ex parte hearing. I note that, at an ex parte hearing before the Duty Judge on 3 June 2025, senior counsel then appearing for the plaintiffs accepted that the plaintiffs were adequately protected from any dissipation of Trust assets by payment of legal costs in respect of the freezing order application provided that, if the plaintiffs’ claims are ultimately upheld, they have the right to recover those legal costs from some or all of the defendants. Senior counsel for the defendants acknowledged at that hearing that the plaintiffs’ rights in that respect were reserved. There would be no basis for the defendants to contend that the plaintiffs have waived those rights in respect of legal costs beyond the freezing order applications. I further note that, as the defendants submitted, the plaintiffs appear to have joined Mr Nichols as a defendant to these proceedings for the very purpose of being able to recover the defendants’ legal costs from Mr Nichols personally.
I reject the plaintiffs’ submission that the Court should exercise its discretion to treat the hearing on 16 and 17 June 2025 as a de novo application by reason of an alleged risk of dissipation of Trust assets that is said to arise from: (1) the defendants’ expenditure on investigating the implications of Mr Gould’s conviction on his ability to be involved the management of the Trust and the Trust subsidiaries; (2) Mr Nichols’ failure to inform Mr Gould about the 2024 Amending Deed; (3) Mr Nichols’ failure to give prior to notice to Mr Styles of his removal as a director of VRGM and BCAS; (4) the issue of shares in VRGM to Ms Lillian Knight (the wife of Mr Nichols), resulting in her owning 90% and Mr Nichols owning 10% of the shares in VRGM; (5) Mr Nichols’ failure to produce the original electronic copy of the 2024 Amending Deed to facilitate the plaintiffs investigating the metadata to ascertain the date of its creation; and (6) fees paid by BCAS to Ms Knight’s company, Knight Services Corp Pty Ltd, in the period from April 2024 to September 2024, which payments ceased following the appointment of Mr Styles as a director of VRGM and BCAS.
It is not necessary to address those six matters individually because, as the defendants submitted, the undertakings that they have offered to the Court irrespective of the outcome of the present application, as set out in the Schedule to these reasons, remove any risk of dissipation of Trust assets, even if the Court were to accept the plaintiffs’ six allegations and their contention that they point to a risk of dissipation of Trust assets. In those circumstances, it is not necessary to take time explaining the reasons why I would not have accepted that contention on the basis of the evidence adduced at the hearing on 16 and 17 June. However, it is appropriate to record that I was informed during the hearing that the defendants’ failure to produce the original electronic copy of the 2024 Amending Deed (matter (5) above) is attributable to Mr Hyde Page’s refusal to release the original electronic copy of that document until he has been paid fees that he claims are owing to him. It will be recalled that Mr Nichols has given evidence that he caused VRGM to execute the 2024 Amending Deed on the basis of legal advice that he received from Mr Hyde-Page.
Contrary to the parties’ submissions urging me to do so, it has not been necessary for me to form any view about the strength or weakness of the plaintiffs’ claims for final relief, which the defendants accept raise a serious question to be tried, in order to determine that the freezing orders should be discharged.
In circumstances where the defendants’ undertakings set out in the Schedule to these reasons were offered to the Court, irrespective of the outcome of their application to discharge the freezing orders, I will formally note those undertakings.

Orders

For those reasons, I make the following orders:

Order that the freezing orders made on 29 May 2025, as varied and extended on 3 June 2025, are discharged with immediate effect.

Note the undertakings given to the Court by the defendants in the terms set out in the Schedule to these reasons.

Order the plaintiffs to pay the defendants’ costs of and incidental to these proceedings insofar as they concern those freezing orders from 29 May 2025, including the costs of the hearing on 16 and 17 June 2025.

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Schedule (45.8 KB, pdf)

Endnotes

Decision last updated: 03 July 2025

Medium Neutral Citation:	Gould v VRG Management Pty Ltd [2025] NSWSC 693
Hearing dates:	16 and 17 June 2025
Date of orders:	3 July 2025
Decision date:	03 July 2025
Jurisdiction:	Equity - Duty List
Before:	Williams J
Decision:	See orders at [128].
Catchwords:	CIVIL PROCEDURE — Interlocutory applications — Freezing orders – Ex parte — Duty of disclosure — Whether plaintiffs failed to put before the Court all material facts and arguments within their knowledge which the defendants, if present, could be expected to have brought to the Court’s attention — Held: Material non-disclosure, which was deliberate on the part of the plaintiffs and inadvertent on the part of counsel appearing at the ex parte hearing — Held: Freezing orders discharged — Held: Plaintiffs not permitted to treat the hearing of the defendants’ application to discharge the freezing orders as a de novo application for the freezing orders or equivalent orders under r 25.3 of the Uniform Civil Procedure Rules
Legislation Cited:	Corporations Act 2001 (Cth), ss 206A, 206B Uniform Civil Procedure Rules 2005 (NSW), rr 25.11, 25.3
Cases Cited:	Natural & Great Pty Ltd v Lane Cove Business Park Pty Ltd [2022] NSWSC 274 Papas v Grave [2013] NSWCA 308 Walter Rau Nesser Oel Und Fett AG v Cross Pacific Trading Ltd [2005] FCA 955
Texts Cited:	N/A
Category:	Procedural rulings
Parties:	Vanda Russell Gould (First Plaintiff) Shane Michael Styles (Second Plaintiff) Grace Yan Wing Yau (Third Plaintiff) VRG Management Pty Ltd (ACN 667 168 890) (First Defendant) John Thomas Nichols (Second Defendant) Leagou Pty Ltd (ACN 002 965 326) (Third Defendant) Dermute Pty Ltd (ACN 086 374 763) (Fourth Defendant) Melbourne Corporation of Australia Pty Ltd (ACN 000 172 798) (Fifth Defendant) Philadelphia Investments Pty Ltd (ACN 001 740 138) (Sixth Defendant) CVC Loan Managers Pty Ltd (ACN 101 447 429) (Seventh Defendant) Southsea Nominees Pty Ltd (ACN 084 859 683) (Eighth Defendant) B&C Administration Services Pty Ltd (ACN 649 452 531) (Ninth Defendant)
Representation:	Counsel: Mr D Pritchard SC with Mr D Edney (Plaintiffs) Mr R Scruby SC with Mr J Willis and Mr T Goldberg (Defendants) Solicitors: Ironbridge Legal (Plaintiffs) Mark Ord Lawyer & Consultant (Defendants)
File Number(s):	2025/205944
Publication restriction:	N/A