In the matter of Pulse Interactive Pty Limited (in liquidation)
[2019] NSWSC 22
•30 January 2019
Supreme Court
New South Wales
Medium Neutral Citation: In the matter of Pulse Interactive Pty Limited (in liquidation) [2019] NSWSC 22 Hearing dates: 29 January 2019 Date of orders: 30 January 2019 Decision date: 30 January 2019 Jurisdiction: Equity - Corporations List Before: Rees J Decision: Judgment for the first, second, third and fifth plaintiffs against the defendant: see paragraph [36]
Catchwords: CORPORATIONS — Winding up — Voidable transactions — Unreasonable director-related transactions — Payments to sole director and shareholder — Loans to director written off — Corporations Act 2001 s 588FDA(1)(c) — Whether transactions “reasonable” — Transactions avoided. Legislation Cited: Corporations Act 2001 (Cth) ss 588FDA, 588FE, 1305 Cases Cited: Australian Securities and Investments Commission v Rich [2009] NSWSC 1229
Crowe-Maxwell v Frost [2016] NSWCA 46
Livingspring Pty Ltd v Kliger Partners (2008) 20 VR 377
Re Shot One Pty Ltd (in liquidation) [2017] VSC 71
Smith (in his capacity as liquidator of Action Paintball Games Pty Ltd) v Starke (No 2) [2015] FCA 1119; 109 ACSR 145
Weaver v Harburn [2014] WASCA 227
Whitton v Regis Towers Real Estate Pty Ltd (2007) 161 FCR 20Category: Principal judgment Parties: Pulse Interactive Pty Limited (In Liquidation) (First Plaintiff)
Amel Corporation Pty Ltd (In Liquidation) (Second Plaintiff)
Amel Holding Pty Ltd (In Liquidation) (Third Plaintiff)
Brand Energy Pty Ltd (In Liquidation) (Fourth Plaintiff)
Adam Shepard (in his capacity as liquidator of Pulse Interactive, Amel Corporation, Amel Holdings and Brand Energy (Fifth Plaintiff)
Richard Friedrichs (Defendant)Representation: Counsel:
Solicitors:
T.E O’Brien (Plaintiffs)
No appearance by the Defendant
Somerset Ryckmans (Plaintiffs)
No appearance by the Defendant
File Number(s): 2015/00346748 Publication restriction: Nil
Judgment
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HER HONOUR: In this matter, the liquidator of three companies seeks to recover some $4.1 million from the former sole director and shareholder, Richard Friedrichs, comprising some $2.1 million paid by those companies to him and a further $2 million in director’s loans which he owed the companies, and some of which may have been written off at or about the time that the companies went into voluntary liquidation. After a protracted and somewhat unsatisfactory procedural history, Mr Friedrichs did not appear at the final hearing of the matter. Nonetheless, I am satisfied on the evidence relied upon by the liquidator that the orders which he seeks should be made for the reasons which follow.
Facts
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Mr Friedrichs was the sole director, secretary and shareholder of three companies.
Pulse Interactive Pty Ltd carried on business as a mobile phone retailer and operated eight “Yes Optus” franchises in the Australian Capital Territory and New South Wales.
Amel Corporation Pty Ltd operated three “Yes Optus” franchises in New South Wales.
Amel Holding Pty Ltd operated “Just Cuts” franchises in Queensland and New South Wales.
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By 2011, Mr Friedrichs and the companies were experiencing difficulties with payroll tax. Mr Friedrichs and the companies retained solicitors to object to a decision by the Office of State Revenue to group these companies for the purpose of assessing payroll tax. By April 2013, the Office of State Revenue had issued a garnishee order to the companies’ bank for unpaid payroll tax.
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On a happier note, on 5 August 2013, Optus offered to buy back the Optus franchises from Pulse Interactive and Amel Corporation for $2,780,012 plus GST. Formal agreements were entered into with Optus later that month.
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On 28 August 2013, the Office of State Revenue advised the companies’ solicitor that Amel Corporation owed $155,496.98 for payroll tax, which amount was accruing interest daily. On 13 September 2013, the companies applied to the Office of State Revenue for exclusion from grouping for payroll tax purposes on the basis that the companies were substantially independent. At the time, the companies were not up to date with the lodgement of returns with the Office of State Revenue, having only lodged returns for the financial year ended 30 June 2011. As part of the companies’ application, the companies advised:
[T]he external accountants for the Entities have advised that financial information for the periods ending 30 June 2012 and 30 June 2013 for each of the Entities respectively are being finalised and will be provided by way of supplement to the Supporting Information by no later than 30 September 2013.
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On 17 September 2013, the companies’ solicitor told Mr Friedrichs that the application for exemption had been lodged, “meantime those financials we need to pay attention to with regard to timing.” Mr Friedrichs replied that the financials for 2013 were “on track for the date agreed in the lodgement doc”.
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On 24 September 2013, the companies’ solicitor sought clarification from the Office of State Revenue as to the composition of the amount owing for payroll tax, noting that “once we have this information we will be able to take further instructions from our client regarding a payment plan.” I take it from this that the companies did not have sufficient funds to pay the outstanding payroll tax. On 1 October 2013, Mr Friedrichs signed financial statements for the companies for the financial year ended 30 June 2013, including a Director’s Declaration that the financial statements and notes fairly presented the companies’ financial position and performance. The financial statements were clearly prepared in accordance with the promise made by the companies to the Office of State Revenue to bring the companies’ returns up to date. I consider that the financial statements accurately recorded the companies’ financial position which was sought to be conveyed to the Office of State Revenue in support of the application for exemption from grouping. The following items in the financial statements are noteworthy:
Signed Financial Statements for the year ended 30 June 2013
Pulse Interactive
Amel Corporation
Amel Holding
INCOME STATEMENT
Revenue
$5,851,839.79
$2,173,233.16
$2,678,099.67
Directors fees
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$62,396.45
Profit for the year
$6,926.36
$1,442.86
($16,476.73)
Declared final dividend / Interim dividend paid
($215,503.25)
($59,492.14)
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BALANCE SHEET
Cash and cash equivalents
$102,804
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$69,802.52
Trade and other receivables
$721,749.55
$793,247.67
$352,889.55
Loans to directors
$663,589.13
$253,239.04
$344,939.07
Intangible assets
Goodwill on acquisition
$630,000
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$172,000
TOTAL ASSETS
$1,785,845.55
$893,024.67
$690,380.02
TOTAL CURRENT LIABILITIES
$1,739,592.85
$784,131.26
$706,472.59
NET ASSETS
$46,252.70
$108,891.41
($16,092.57)
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It can be seen that:
Although each of the companies enjoyed substantial revenue, the profits were slim or, in the case of Amel Holding, a loss. Dividends were paid by Pulse Interactive and Amel Corporation from retained earnings rather than the profits.
The net asset position of each of the companies was modest. The most valuable asset of each company was a director’s loan owed by Mr Friedrichs. In each case, if that loan was removed from the assets of the company, the net asset position would have been negative.
The financial statements did not record a liability for payroll tax which, when a notice of assessment issued for 30 June 2012 and 30 June 2013 and in the event that the companies’ application to the Office of State Revenue in respect of grouping was unsuccessful, was likely to worsen the net asset position of the companies further.
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On 2 and 11 October 2013, the Office of State Revenue emailed the companies’ solicitor confirming that Amel Corporation owed payroll tax of $156,639.85, referable to tax, penalties and interest for the years ended 30 June 2008 to 30 June 2011 and confirmed that the return for 30 June 2012 had not been lodged. The companies’ solicitor forwarded these emails to Mr Friedrichs, who was thereby aware that the monies were due and payable unless the companies’ application for exemption from grouping was successful, and that further monies were likely to be payable once the companies had lodged their returns for the financial years ended 30 June 2012 and 30 June 2013. Given the relatively weak financial position of the companies revealed in the financial statements recently signed by Mr Friedrichs, it would have been apparent to him that the financial position of the companies was about to deteriorate further.
Payments by Pulse Interactive and Amel Corporation
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On 25 October 2013, Optus paid $1,284,824.49 to Pulse Interactive and $923,194.82 to Amel Corporation for the Optus franchises purchased from those companies. The very next day, Pulse Interactive paid $1 million to Mr Friedrichs and Amel Corporation paid $850,000 to Mr Friedrichs. Both companies ceased to trade. There are no contemporaneous business records which explain why these payments were made to Mr Friedrichs. It seems to me that Mr Friedrichs made these payments in order to secure the benefit of the sale of the Optus franchises for himself to the exclusion of the existing and anticipated creditors of the companies, including monies owed and expected to become owing to the Office of State Revenue.
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On 15 April 2014, the Office of State Revenue informed the companies that it had disallowed the exclusion from grouping for payroll tax purposes. Six weeks later, on 2 June 2014, for no apparent reason, Mr Friedrichs ceased to be an office-holder of Pulse Interactive and Amel Corporation. Shane Cook was appointed in his stead. On 5 June 2014, Mr Friedrichs placed Pulse Interactive and Amel Corporation into voluntary liquidation pursuant to a resolution he passed as the sole shareholder of each company.
Write off of director’s loans owed to Pulse Interactive and Amel Corporation
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Prior to the liquidation of the companies, Mr Friedrichs met with Dean Wilcocks of Lowy Wilcocks and Co., chartered accountants, to discuss the financial position of the companies. Mr Friedrichs instructed Mr Wilcocks to prepare draft financial statement for Pulse Interactive and Amel Corporation “for discussion purposes”. Those financial reports were in draft format and, according to Mr Friedrichs, had not been adopted or actioned at the time of liquidation. The financial statements were not signed by Mr Friedrichs or Mr Wilcocks. Salient information from these draft accounts is set out in the following table for the six months ended 31 December 2013:
Draft Financial Statements for the period ended 31 December 2013
Pulse Interactive
Amel Corporation
INCOME STATEMENT
Revenue
$3,154,490.50
$1,554,688.00
Profit for the period
($992,359.51)
($65,540.41)
BALANCE SHEET
Cash and cash equivalents
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$2,584.00
Trade and other receivables
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$359,426.63
Loans to directors
-
-
Intangible assets
Goodwill on acquisition
-
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TOTAL ASSETS
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$362,010.63
TOTAL CURRENT LIABILITIES
$848,648.81
$318,657.63
NET ASSETS
($946,106.81)
$43,353.00
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Goodwill on acquisition was written off in the draft accounts of Pulse Interactive. The director’s loans were written off in the draft accounts of Pulse Interactive and Amel Corporation. The draft financial statements for Pulse Interactive did not record the proceeds for the sale, whilst the draft financial statements for Amel Corporation did. Further elucidation as to what was proposed by these draft financial statements was located by the liquidator amongst the books and records of the companies, being:
The general ledger for Pulse Interactive for the year ended 30 June 2014 which records the balance of the director’s loan account as $840,345.66.
A draft General Journal Sheet for Pulse Interactive, proposing to write off the director’s loan by applying “goodwill on acquisition” in two tranches, being $663,589.13 and $231,991.05. The first of these amounts is the balance of the director’s loan recorded in the financial statements for the year ended 30 June 2013. The narration for the accounting entry was “being entry to transfer current year director loan to goodwill account”, and I infer that $231,991.05 was additional loans to Mr Friedrichs in the six months to 31 December 2013.
The accounting entry in the draft General Journal Sheet is then recorded in the general ledger for Pulse Interactive for the year ended 30 June 2014, effectively reducing the balance of the director’s loan account to zero. The liquidator has given evidence that such an entry does not accord with generally accepted accounting principles, and I accept that evidence. Goodwill is an asset of the company. A director’s loan is also an asset of the company. One does not apply one asset of the company to extinguish another asset of the company.
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Similar records have been located for Amel Corporation Pty Ltd which record that, for the financial year ended 30 June 2014, Mr Friedrichs owed Amel Corporation $630,650.55. A draft General Journal Sheet proposed to reduce the balance of the loan account to nil by debiting inter alia “goodwill on acquisition”. This proposed entry did not make its way into the general ledger for Amel Corporation Pty Ltd for the year ended 30 June 2014 but is reflected in the draft financial statements for the period ended 31 December 2013.
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The liquidator gave evidence that he has examined the bank statements and records of Pulse Interactive and Amel Corporation and can find no repayments by Mr Friedrichs of his loans nor the declaration of any dividend to support a reduction in the loan balances.
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I note that section 1305 of the Corporations Act 2001 (Cth) provides:
Admissibility of books in evidence
(1) A book kept by a body corporate under a requirement of this Act is admissible in evidence in any proceeding and is prima facie evidence of any matter stated or recorded in the book.
(2) A document purporting to be a book kept by a body corporate is, unless the contrary is proved, taken to be a book kept as mentioned in subsection (1).
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His Honour Austin J explained the application of this section in Australian Securities and Investments Commission v Rich [2009] NSWSC 1229 at [397]-[398]:
[397] Section 1305(1) does not make the company’s books conclusive evidence of the matters they contain, in the sense of requiring the tribunal of fact to make a finding in terms of the content of the books in the absence of proof to the contrary by the opposing party. The books are prima facie evidence of the matters stated in them, but the weight of that evidence is to be measured in accordance with the common sense of the tribunal of fact (Phipson on Evidence, 16th edn (2005), at [7–17]).
[398] In my view it would be open to the tribunal of fact to find that the prima facie evidence constituted by the company’s books is outweighed by other evidence (including evidence adduced by the proponent of the books, even if the opponent does not give evidence about them); or by some quality or characteristic of the books themselves, even if there is no other evidence. In particular, if a book has the appearance of a draft or (being electronic) has a file title indicating that it is a draft, that alone may be sufficient (all other things being equal) for the tribunal of fact to reject the book as evidence of the matter stated in it, notwithstanding that the book is prima facie evidence of that matter; a fortiori if, in addition to having the appearance of a draft, the book contains inconsistencies or ambiguities or the matter otherwise demands explanation.
See also Whitton v Regis Towers Real Estate Pty Ltd (2007) 161 FCR 20; Livingspring Pty Ltd v Kliger Partners (2008) 20 VR 377.
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Like the situation before Sloss J in Re Shot One Pty Ltd (in liquidation) [2017] VSC 71, the records before me indicate different and inconsistent treatment of loan accounts such that the draft financial statements and associated records may be considered to lack reliability such that they do not raise a prima facie presumption of the elimination of the loans owed by Mr Friedrichs when viewed in the context of the body of evidence before the Court: at [243]-[244]. I cannot put it better than Mr Friedrichs: these draft financial statements were for discussion only and were not adopted or actioned. That is, although Mr Friedrichs explored how the loans he had obtained from the companies might be written off, the director’s loans were not written off and remain owing. It seems to me that Mr Friedrichs explored the possibility of writing off the loans in circumstances where he had already paid $1,850,000 from those companies to himself and expected that the companies would go into liquidation with their main asset being monies owed by him to the companies. The liquidator appointed to the companies might be expected to seek to retrieve the loans from him.
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According to the liquidator, proofs of debt have been lodged by creditors in the amount of $1,709,963 for Pulse Interactive, which includes a proof of debt lodged by Mr Friedrichs in the amount of $131,913. Proofs of debt have been lodged by creditors of Amel Corporation totalling $478,597. The creditors of both companies include the Office of State Revenue, the Deputy Commissioner of Taxation, BMW Australia Finance and the companies’ accountant and solicitor.
Payment by Amel Holding
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On 18 June 2014, the Office of State Revenue sent a letter to Amel Holding enclosing a payroll tax assessment notice of $400,867.47 due on 9 July 2014. On 30 June 2014, Amel Holding entered into a contract to sell its “Just Cuts” franchises for $415,000. On 22 July 2014, the sale was completed and the purchase price paid into the trust account of Amel Holding’s solicitor. Amel Holding ceased to trade. On 5 August 2014, Amel Holding’s solicitor paid Mr Friedrichs part of the settlement funds, being $214,940.38 and, on 9 September 2014, a further $37,966.75 from the proceeds of sale. There are no contemporaneous business records which explain why these payments were made to Mr Friedrichs. It seems to me that Mr Friedrichs made these payments to himself in order to secure the benefit of the sale of the “Just Cuts” franchises for himself to the exclusion of the existing and anticipated creditors of the company, including the Office of State Revenue.
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On 19 September 2014, for no apparent reason, Mr Friedrichs ceased to be the sole director of Amel Holding Pty Ltd and was replaced by David Irvine. On 17 October 2014, Mr Friedrichs placed Amel Holdings into voluntary liquidation pursuant to a resolution he passed as sole shareholder.
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No draft financial statement was prepared for Amel Holding like those prepared for Pulse Interactive or Amel Corporation, although a balance sheet has been located as at June 2014 which retained the directors loan but wrote off the goodwill on acquisition. The balance sheet recorded payroll liabilities of $501,131.86.
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According to the liquidator, proofs of debt totalling $742,544 have been lodged by creditors of the company, including the Office of State Revenue, the Deputy Commissioner of Taxation and the company’s accountant.
Procedural history
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In November 2015, the liquidator commenced these proceedings against Mr Friedrichs, contending that the payments made by the companies to Mr Friedrichs were voidable and that the director’s loans should be repaid. In his defence, Mr Friedrichs admitted that he was the sole director of the companies and that the payments had been made to him, but denied that the liquidator was entitled to the relief sought.
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Although Mr Friedrichs was initially legally represented, his solicitors ceased to act in May 2017. There have been, by my count, some 27 directions hearings in this matter, which is reflective of the slow progress of the matter towards trial. On the final directions hearing on 17 September 2018, Mr Friedrichs did not appear but had informed the plaintiffs’ solicitor that he needed three months to put on further evidence. His Honour Black J gave Mr Friedrichs the requested time and listed the matter for hearing on 29 January 2019, directing the plaintiffs to notify Mr Friedrichs of the orders made. The plaintiffs’ solicitor did so later that day. On 8 January 2019, the plaintiffs’ solicitor also served a proposed Second Further Amended Originating Process on Mr Friedrichs, noting that the relief claimed in the document mirrored that sought in the statement of claim filed on 12 July 2017 save for one difference which I consdider to be immaterial. On 24 January 2019, the plaintiffs’ solicitor provided Mr Friedrichs by email with a Dropbox link to the electronic form of the Court Book for the hearing and asked where he would like the hard copy delivered. There was no reply.
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There was no appearance by Mr Friedrichs at the hearing. However, I am satisfied that the defendant was aware that the hearing was to take place and chose not to appear. I granted leave to file a Second Further Amended Originating Process having regard to the fact that the plaintiffs did not seek to rely on any further evidence but simply to align the relief sought with the evidence as had already been filed and served. As matters unfolded, the plaintiffs pressed their claim by reference to section 588FE of the Corporations Act 2001 (Cth) only, although other pleaded causes of actions were equally available given the facts as I have found them to be.
Voidable transactions
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The liquidator submits that, at the time that the payments by the companies were made to Mr Friedrichs, the companies had no liabilities to him but rather were owed large sums in director loans by him. Further, the companies had significant debts and limited assets. The liquidator seeks the return of the payments with interest on the basis that the payments were voidable transactions, being unreasonable director-related transactions within the meaning of sections 588FDA and 588FE of the Corporations Act 2001 (Cth). Section 588FE(6A) of the Corporations Act 2001 (Cth) provides:
(6A) The transaction is voidable if:
(a) it is an unreasonable director-related transaction of the company; and
(b) it was entered into, or an act was done for the purposes of giving effect to it:
(i) during the 4 years ending on the relation-back day; or
(ii) after that day but on or before the day when the winding up began.
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The only issue before me is whether the payments meet the description in section 588FE(6A)(a). In respect of this, section 588FDA(1) provides:
Unreasonable director-related transactions
(1) A transaction of a company is an unreasonable director-related transaction of the company if, and only if:
(a) the transaction is:
(i) a payment made by the company …
(b) the payment, disposition or issue is, or is to be, made to:
(i) a director of the company …
(c) it may be expected that a reasonable person in the company's circumstances would not have entered into the transaction, having regard to:
(i) the benefits (if any) to the company of entering into the transaction; and
(ii) the detriment to the company of entering into the transaction; and
(iii) the respective benefits to other parties to the transaction of entering into it; and
(iv) any other relevant matter.
Only section 588FDA(1)(c) is in issue here as the payments were made by the companies to a director of the companies, thereby satisfying sub-sections (a) and (b).
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The requirements of section 588FDA(1)(c) are comprehensively analysed by Gleeson J in Smith (in his capacity as liquidator of Action Paintball Games Pty Ltd) v Starke (No 2) [2015] FCA 1119; 109 ACSR 145, whose analysis has been approved and summarised by the Court of Appeal in Crowe-Maxwell v Frost [2016] NSWCA 46 per Beazley P at [70]:
… The following principles discernible in her Honour’s judgment are of relevance to the present case:
(a) Impropriety or breach of director’s duty is not necessary to establish an unreasonable director-related transaction (at [104]);
(b) The inquiry under s 588FDA(1)(c) is concerned with the reasonableness of the company’s conduct, objectively assessed (at [104]-[105]);
(c) The inquiry under s 588FDA(1)(c) is conducted by reference to the company’s circumstances, encompassing all relevant matters (at [107]);
(d) Normal commercial practice is a relevant but not determinative matter in conducting the s 588FDA(1)(c) inquiry (at [108]);
(e) A transaction of derivative benefit only can still be for the benefit of the company (at [110]).
See also McLure P in Weaver v Harburn [2014] WASCA 227 at [91]-[93].
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The liquidator submitted that a reasonable person in the companies’ circumstances would not have made the payments as the payments were voluntary and were made in circumstances where the companies had significant debts, limited assets and limited cash. As a result of the payments, coupled with Mr Friedrichs’ failure to repay his loans from the companies, the companies are presently unable to pay creditors in full. There were no benefits to the companies in making the payments. By making the payments, the companies no longer had the money the subject of the payments to meet their liabilities and became insolvent. There were no respective benefits to other parties to the transactions other than Mr Friedrichs who, it was submitted, received a windfall despite the fact that in reality he owed money at the time to the companies. It was submitted that all four of the payments were unreasonable director-related transactions and, therefore, voidable.
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I agree with the liquidator’s submissions. The payments were made by Mr Friedrichs for no apparent reason and at a time when the companies were ‘sailing close to the wind’ and were in need of the funds to pay creditors, both existing and imminent. The payments were not in the interests of the companies nor of the creditors of the companies. The payments satisfy the criteria in section 588FDA(1)(c) and were unreasonable director-related transactions under section 588FE(6A)(a) and voidable.
Director’s loans
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Further, the liquidator seeks the repayment of the director’s loans. As I have already found, the director’s loans remain due and payable in respect of the three companies. The draft financial statements prepared for Pulse Interactive and Amel Corporation were not approved or implemented but were for discussion purposes only. It seems to me from all of the records of the companies which are in evidence before me that the director’s loans remain owing as recorded in the financial statements signed on 1 October 2013 for Pulse Interactive and Amel Corporation, and the balance sheet of Amel Holding of June 2014. Mr Friedrichs should repay the loans, which will enable the liquidator to pay the creditors of the companies.
Orders
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The defendant should be required to repay to the liquidator the sum of each of the voidable transactions, with interest, running from the dates which he received the payments.
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This sum is calculated as follows:
$1,000,000.00, being the amount of the payment made by Pulse Interactive, plus interest at the prescribed rates from 28 October 2013 to 28 January 2019 of $312,462.35;
$850,000.00, being the amount of the payment made by Amel Corporation, plus interest at the prescribed rates from 28 October 2013 to 28 January 2019 of $265,593.00;
$214,940.38, being the amount of the first payment made by Amel Holding, plus interest at the prescribed rates from 5 August 2014 to 28 January 2019 of $56,309.23; and
$37,966.75, being the amount of the second payment made by Amel Holding, plus interest at the prescribed rates from 10 September 2014 to 28 January 2019 of $9,702.98.
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Further, the defendant should be required to repay the loan amounts to each of the first, second and third plaintiffs, along with interest calculated from the respective dates of liquidation, as follows:
$663,589.00, the amount of the Pulse Interactive loan, plus interest at the prescribed rates from 5 June 2014 to 28 January 2019 of $181,053.00;
$883,889.00, the amount of the Amel Corporation loan, plus interest at the prescribed rates from 5 June 2014 to 28 January 2019 of $241,159.44; and
$471,884.00, the amount of the Amel Holding loan, plus interest at the prescribed rates from 17 October 2014 to 28 January 2019 of $117,487.81.
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I make the following orders:
The Defendant pay the Fifth Plaintiff the sum of $2,746,975, which includes interest.
The Defendant pay the First Plaintiff the sum of $844,642, which includes interest.
The Defendant pay the Second Plaintiff the sum of $1,125,048, which includes interest.
The Defendant pay the Third Plaintiff the sum of $589,372, which includes interest.
The Defendant to pay the plaintiffs’ costs as agreed or assessed.
Decision last updated: 30 January 2019
Key Legal Topics
Areas of Law
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Corporate Law & Governance
Legal Concepts
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Voidable Transactions
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Unreasonable Director-Related Transactions
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Winding Up & Liquidation
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