Koodaideri Pty Ltd v VCS Holdings (Aust) Pty Ltd (in Liquidation) - [2024] WASCA 62

JURISDICTION     :   SUPREME COURT OF WESTERN AUSTRALIA
TITLE OF COURT :   THE COURT OF APPEAL (WA)
CITATION:   KOODAIDERI PTY LTD -v- VCS HOLDINGS (AUST) PTY LTD (IN LIQUIDATION) [2024] WASCA 62
CORAM:   QUINLAN CJ
MITCHELL JA
TOTTLE J

HEARD:   9 MAY 2024
DELIVERED          :   31 MAY 2024
FILE NO/S:   CACV 68 of 2023
BETWEEN:   KOODAIDERI PTY LTD
Appellant
AND
VCS HOLDINGS (AUST) PTY LTD (IN LIQUIDATION)
First Respondent
KVG CONTRACTING SERVICES PTY LTD
Second Respondent

ON APPEAL FROM:
Jurisdiction              :   SUPREME COURT OF WESTERN AUSTRALIA
Coram:   SOLOMON J
Citation: VCS HOLDINGS (AUST) PTY LTD (IN LIQUIDATION) -v- KVG CONTRACTING SERVICES PTY LTD [2023] WASC 189
File Number            :   COR 73 of 2022

Catchwords:

Corporations - Winding up and insolvency - Winding up of joint venture company on just and equitable grounds - Where joint venture company acted as agent for joint venture partners pursuant to an expired relationship between those partners - Where joint venture partners each held one share in joint venture company - Where joint venture partners are in dispute as to rights and liabilities arising out of joint venture - Where there is a risk that joint venture company will not comply with its statutory obligations in relation to tax returns and financial records - Whether primary judge erred in ordering joint venture company to be wound up on just and equitable grounds

Legislation:

Corporations Act 2001 (Cth), s 461(1)(k), s 467(4)

Result:

Appeal dismissed

Category: B

Representation:

Counsel:

Appellant	:	A P Rumsley
First Respondent	:	J P Cook
Second Respondent	:	No appearance

Solicitors:

Appellant	:	Alan Rumsley
First Respondent	:	Mendelawitz Morton Commercial Lawyers
Second Respondent	:	Bridges Lawyers

Case(s) referred to in decision(s):

JUDGMENT OF THE COURT:

The appellant (Koodaideri) and the first respondent (VCS Holdings) each hold one of the two shares issued by the second respondent (KVG). On 6 May 2022, VCS Holdings applied for an order winding up KVG pursuant to s 461(1)(k) of the Corporations Act 2001 (Cth) (Act). Under s 461(1)(k), the court may order the winding up of a company if the court is of the opinion that it is just and equitable that the company be wound up. Koodaideri resisted this application. On 15 June 2023, the primary judge ordered that KVG be wound up pursuant to s 461(1)(k) and appointed a liquidator to the company. Koodaideri now appeals against those orders.
For the following reasons, the appeal should be dismissed.

Factual background

Koodaideri was incorporated on 23 May 2012.[1] Its shareholders are family members of the Banjima and Kariyarra people. It was incorporated to provide services in the construction and mining industries.[2] One of the family members is Peter Todd, who at the date of these proceedings is the sole director of Koodaideri.
[1] Affidavit of Boika Simeva Panov sworn 12 May 2023, annexure BP 3 (Green AB 309).
[2] Affidavit of Peter Richard Todd sworn 3 August 2022, par 5 (Green AB 406).
On 2 July 2013, Koodaideri entered into a joint venture agreement with Viento Group Ltd (Viento) by executing a document called the Principal Deed.[3] Koodaideri and Viento agreed to bid for and, if successful, carry out contracts for civil and mining works. They agreed to establish a joint venture for each project and to contract through KVG as agent for the joint venture partners. Koodaideri and Viento agreed to participate in each joint venture on a 50/50 basis and to make equal contributions to each project. If one party was unable to provide their half of the requirements, the other would provide them and be entitled to charge for the provision of the shortfall. Each party was to hold one share in KVG. Subject to a presently immaterial exception, the Principal Deed was to terminate on either the termination of all joint ventures or the fifth anniversary of the date of the deed, whichever occurred first.
[3] Affidavit of Richard Albarran filed 6 May 2022, annexure RA-9 (Green AB 217).
Also in July 2013, KVG purchased four excavators.[4]
[4] Affidavit of Peter Richard Todd sworn 17 May 2023, par 11 (Green AB 417).
Viento was placed into administration on 22 April 2015.[5]
[5] Affidavit of Richard Albarran filed 6 May 2022, par 34 (Green AB 64).
In June 2015, KVG started work on a contract with Rio Tinto for the construction of a tailings storage facility at the Hope Downs 4 project.[6]
[6] Affidavit of Peter Richard Todd sworn 3 August 2022, par 14 (Green AB 407).
On 24 July 2015, Viento's share in KVG was transferred to VCS Holdings pursuant to a deed of company arrangement.[7] It was not disputed before the primary judge that VCS Holdings effectively took the place of Viento under the Principal Deed.[8]
[7] Affidavit of Richard Albarran filed 6 May 2022, par 37 (Green AB 65).
[8] VCS Holdings (Aust) Pty Ltd (In Liquidation) v KVG Contracting Services Pty Ltd [2023] WASC 189 (primary decision) [12].
Construction work on the Hope Downs 4 project was completed and handed over to Rio Tinto on 5 December 2015. This was the last project conducted under the Principal Deed.[9]
[9] Affidavit of Peter Richard Todd sworn 3 August 2022, par 16 (Green AB 407).
Various disputes about contributions to the expenses of the Hope Downs 4 project arose between VCS Holdings and Koodaideri. On 6 May 2016, Damian Wright, as company secretary of VCS Holdings, sent an email to Peter Todd, as director of Koodaideri. Mr Wright claimed that Koodaideri had stopped responding to payment requests in October 2015 and that VCS Holdings had to provide funds to ensure creditors were paid. Mr Wright contended that VCS Holdings was owed $3.7 million by KVG as at 31 March 2016. Mr Wright's email attached a balance sheet which indicated that KVG's liabilities exceeded its assets by approximately $1.8 million.[10]
[10] Affidavit of Richard Albarran filed 6 May 2022, annexure RA-18 (Green AB 260 - 262).
Receivers were appointed to the assets of VCS Holdings on 5 February 2018. Richard Albarran and Cameron Shaw were appointed as administrators of VCS Holdings on the same day. Mr Albarran and Mr Shaw were appointed joint and several liquidators of VCS Holdings on 13 March 2018.[11]
[11] Affidavit of Boika Simeva Panov sworn 12 May 2022, annexure BP 1 (Green AB 277 - 278).
At this time, Peter Todd and his brother George Todd were the only two active directors of KVG. Peter Todd deposed that the receivers for VCS Holdings provided him a list of assets of KVG on 8 November 2018. Of that list, the only assets that he and George Todd could locate were the four excavators which had been purchased in July 2013.[12] Two of the excavators were abandoned as they were past their commercial life. The third excavator was sold to Toddy's Plant Hire in October 2018.[13] George Todd is the sole shareholder, director and company secretary of Toddy's Plant Hire.[14] The fourth excavator required repairs.
[12] Affidavit of Peter Richard Todd sworn 17 May 2023, pars 8 - 9 (Green AB 417).
[13] Affidavit of Peter Richard Todd sworn 17 May 2023, pars 14 - 15 (Green AB 417).
[14] Affidavit of Boika Simeva Panov sworn 22 May 2023, pars 17 - 20 (Green AB 439 - 440).
In March 2020, KVG arranged for repairs to be undertaken on the fourth excavator.[15] Peter Todd claims that Koodaideri paid for the repair costs.[16]
[15] Affidavit of Peter Richard Todd sworn 17 May 2023, annexure PRT4 (Green AB 425).
[16] Affidavit of Peter Richard Todd sworn 17 May 2023, par 16 (Green AB 417).
Between June and August 2021, Steven Ong, an internal accountant for Koodaideri, prepared and lodged KVG's tax returns for the 2016/2017, 2017/2018 and 2018/2019 financial years. These were 'nil returns', prepared on the basis of advice from Peter Todd that there had been no commercial activity by KVG in the relevant financial years.[17]
[17] Primary decision [33].
On 14 December 2021, Mr Albarran, as liquidator of VCS Holdings, wrote to Peter Todd, as director of Koodaideri, demanding payment of approximately $2.8 million which Mr Albarran contended was owed by KVG and/or Koodaideri. On 16 December 2021, Peter Todd responded to this demand with a short email informing Mr Albarran that 'all of the allegations mentioned above will be disputed by Koodaideri'.[18]
[18] Affidavit of Richard Albarran filed 6 May 2022, annexure RA-19 (Green AB 266 - 270).
In October 2022, Mr Ong prepared and lodged KVG's tax returns for the 2020/2021 and 2021/2022 financial years. These were also 'nil returns', prepared on the basis of advice from Peter Todd that there had been no commercial activity by KVG in the relevant financial years.[19]
[19] Primary decision [33].
On 15 February 2023, KVG entered into an agreement for the hire of the fourth excavator to Toddy's Plant Hire.[20]
[20] Affidavit of Peter Richard Todd sworn 17 May 2023, annexure PRT5 (Green AB 426 - 432).
At the time the primary proceedings were commenced, Peter Todd and George Todd were the only active directors of KVG. Another director who was registered was a former officer of Viento who had not played any active role in the management of KVG for many years.

Primary judge's approach

The primary judge summarised the relevant principles in the following terms:[21]
[21] Primary decision [38] - [39].
It is well established that the jurisdiction to wind up a company on this ground may arise where one or more of the following circumstances are present, many of which commonly overlap or co-exist:
(a)an association formed or continued on the basis of a personal relationship, involving mutual confidence which has broken down;
(b)generally, a breakdown in the relationship between the shareholders;
(c)an agreement, or understanding, that all or some of the shareholders shall participate in the conduct of the business which is no longer maintained;
(d)a restriction upon the transfer of the member's interest in the company, so that if confidence is lost, or one member is removed from management, she or he cannot take their stake and go elsewhere;
(e)a failure of the main object of the company's formation;
(f)a deadlock in the management of the company;
(g)a lack of confidence in the conduct and management of the affairs of the company;
(h)where there has been fraud, misconduct or oppression in relation to the affairs of the company;
(i)serious concerns about the company's compliance with its statutory obligations, including the filing of tax returns; and
(j)a risk to the public interest that warrants protection.
Even if the court is satisfied of circumstances which justify a winding up on the just and equitable ground, s 467(4) of the Act makes clear that the court must consider whether an alternative and less drastic form of relief is available. (citations omitted)
The primary judge expressed his conclusion in the following terms:[22]
In my view, the case for winding up [KVG] under s 461(1)(k) is overwhelming. [KVG] was formed for a purpose that has come to an end and in any event is unable to be maintained. The period of time agreed for the duration of the enterprise is well passed. It was a small company created on the basis of a cooperative relationship between two shareholders participating equally and collaboratively. One shareholder is insolvent and the relationship in any event has broken down entirely. At this point it matters not who is at fault or whether anyone is at fault. The reality is that [KVG] is redundant, deadlocked and entirely dysfunctional.
[Koodaideri] denies there is a deadlock because the remaining directors are not in disagreement. That overlooks the dysfunction in the relationship between the shareholders. It was the collaborative relationship between the shareholders that formed the foundation of the corporate endeavour from its outset. The reason the two directors are not in conflict is because [KVG] is not functioning in accordance with its founding charter and is controlled by one shareholder to the exclusion of the other which is in liquidation. The guise of directorial harmony is itself the product of dysfunction, not a reflection of [KVG's] health.
[22] Primary decision [40] - [41].
The primary judge also expressed concern about KVG's compliance with its statutory obligations to file tax returns and keep written financial records. In relation to tax returns, the primary judge said:[23]
[KVG's] taxation returns were not provided for some years. When it finally lodged nil returns going back some years, KVG again delayed lodging further returns thereafter without explanation. Perhaps more concerning, the nil returns on the basis that it engaged in no commercial activity appear to be at odds with the affidavit evidence of its director that [KVG] sold a significant asset in October 2018 and incurred [liability] for repairs of equipment in March 2020. The complete absence of any information regarding the sale of what appears to have been a significant asset undermines any confidence the court might have in [KVG's] ability to meet its statutory obligations, particularly in a context where no financial statements have been produced for at least six years.
[23] Primary decision [43].
The primary judge said that these matters made it very unlikely that KVG had met, or was able to meet, its obligation to keep written financial records under s 286 of the Act.[24] His Honour concluded:[25]
There is in reality no basis in the evidence before the court on which it can have any real confidence that these obligations have been, or will be met. The evidence of Peter Todd that I have referred to above serves to heighten rather than assuage those concerns.
The failure to produce accounts or attend to statutory obligations is a powerful consideration in favour of winding up. Again, for the purpose of this application it hardly matters who is at fault in relation to these matters. In my view there is no alternative means to cure or address [KVG's] dysfunction and its symptoms.
[24] Primary decision [44].
[25] Primary decision [45] - [46].
The primary judge held that the fact that a remedy may be available under s 233 of the Act (winding up for oppression) did not alter the position.[26]
[26] Primary decision [47].

Disposition of the appeal to this court

In our view, the primary judge's decision to wind up KVG on the basis that his Honour was satisfied that it was just and equitable to do so was plainly correct, for the reasons which his Honour gave. There is no merit in any of the three grounds by which Koodaideri seeks to impugn that decision.

Ground 1: whether KVG is redundant, deadlocked and dysfunctional

By ground 1, Koodaideri contends that the primary judge erred in finding, in the last sentence of the first quoted paragraph at [20] above, that KVG is 'redundant, deadlocked and entirely dysfunctional'. Koodaideri contends that the primary judge ought to have found that KVG was in the process of realising its only remaining assets, was not deadlocked and was functional.
Koodaideri submits that, as at 5 December 2015 when KVG completed works under its final contract, it owned plant and equipment of value. That plant and equipment was in the control of VCS Holdings until receivers were appointed to VCS Holdings. At that time, KVG was required to locate, value and sell the equipment and prepare a final account to distribute any net proceeds to shareholders. Until that process is complete, KVG cannot be found to be redundant.[27]
[27] Koodaideri's submissions pars 60 - 61 (White AB 19).
Koodaideri claims there is no deadlock, as Peter Todd and George Todd (the only active directors of KVG) are in agreement as to how KVG ought to proceed. KVG is not dysfunctional in respect of the relationship of the shareholders, as VCS Holdings can exercise its rights to replace a director on resignation. VCS Holdings has taken no steps to replace a director appointed by it or Viento.[28]
[28] Koodaideri's submissions pars 64 - 67 (White AB 20).
We do not accept these submissions. KVG was formed for a specific purpose, namely to act as agent for the joint venture partners under the Principal Deed in the joint ventures provided for in that agreement. The agreement in the Principal Deed came to an end when the last of the joint ventures (the Hope Downs 4 project) ended in December 2015. Even if that were not the case, in the absence of any extension, the agreement in the Principal Deed would have ceased on 2 July 2018, being the fifth anniversary of the date of the deed. The only purpose for which KVG was formed had come to an end long ago. The company is properly described as redundant.
It is also the case that the two shareholders are hopelessly deadlocked as to the rights and liabilities of KVG and each other. As the primary judge correctly observed, KVG was formed on the basis of a collaborative relationship between the two shareholders. Deadlock and dysfunction between the shareholders, which could not be cured by the appointment of directors by VCS Holdings, provides, in the circumstances of this case, a proper basis for winding up KVG. As the primary judge correctly recognised, the guise of directorial harmony is itself the product of dysfunction.[29] Harmony between two directors who were appointed by one of two warring shareholders does not cure dysfunction and deadlock between shareholders. Further, the directors appear to have used KVG's remaining assets in transactions with parties related to one of them without properly accounting for the receipts. The relationship between the entities having an interest in KVG is properly described as deadlocked and entirely dysfunctional. As such, KVG was not functioning as it was intended to function when incorporated. It was dysfunctional in that sense, which is evidently the sense in which the primary judge used the term.
[29] Primary decision [41].
In oral submissions, counsel for Koodaideri submitted that VCS Holdings was not a successor to Viento under the Principal Deed.[30] That submission, if correct, would tend to reinforce the redundancy of KVG as the Principal Deed would have come to an end for that reason. Further, if VCS Holdings is not a party to the Principal Deed then it would have no right to appoint directors to KVG. The appointment and removal of directors would require the resolution of a simple majority of members at a general meeting under KVG's constitution.[31] The breakdown of the relationship between shareholders would make it unlikely that a resolution proposed by VCS Holdings for the appointment or removal of directors would be approved. In any event, as noted above, the primary judge found that it was not disputed that VCS Holdings effectively took the place of Viento under the Principal Deed.[32] That finding is not challenged by the grounds of appeal which allege only errors of law.
[30] Appeal ts 7 - 8.
[31] Clauses 4.7, 4.12, 7.18 and 7.27 of KVG's constitution (annexure RA8 to the affidavit of Richard Albarran filed 6 May 2022 at pages 227, 235 and 236 of that affidavit).
[32] Primary decision [12].
As VCS Holdings submits,[33] the following facts, not challenged by Koodaideri on appeal, are of themselves sufficient to justify the ultimate conclusion that it was just and equitable to wind up KVG:
1.KVG was formed for a purpose that has come to an end and in any event is unable to be maintained.
2.The expressly agreed fixed term duration of the underlying relationship came to an end long ago.
3.KVG was a small company, created on the basis of a cooperative relationship between two shareholders, participating equally and collaboratively.
4.One shareholder is insolvent and the relationship between the two has broken down irretrievably in any event, fault or blame being irrelevant.
[33] VCS Holdings' submissions par 23 (White AB 31).

Further, on Koodaideri's case all that was required to bring the affairs of KVG to an end was the sale of its remaining assets, the preparation of a final account and distributions of any surplus to, or recovery of any deficit from, VCS Holdings and Koodaideri. At the time of judgment delivery in the primary proceedings, over seven years after the last joint venture project ended, this had not been done.

Ground 2: KVG's compliance with statutory obligations

By ground 2, Koodaideri contends that the primary judge erred in law in finding that KVG had not complied with its statutory obligations to produce financial statements each year and maintain records in accordance with s 286 of the Act. Koodaideri contends that KVG did not have a statutory obligation to produce annual financial statements under the Act.
Koodaideri submits that KVG had complied with all statutory obligations:[34]
1.It was up to date as of October 2022 in relation to tax returns and business activity statements.
2.As KVG is a small proprietary company under s 45A of the Act, it is not required to prepare an annual financial report or director's report under s 292(2) of the Act or annual financial statements under s 295 of the Act.
3.KVG has satisfied any obligation under s 286 of the Act. Section 9 of the Act defines 'financial records' to include invoices, receipts, orders for payments and other documents. Thus, an invoice or receipt satisfies this requirement for any transactions following completion of KVG's final contract in December 2015, including for the sale of one excavator in 2018, repair to another excavator in 2020, and for purchase of a replacement excavator bucket.
[34] Koodaideri's submissions pars 68 - 75 (White AB 20 - 21).
Ground 2 misstates the primary judge's finding. The judge did not find that KVG had not complied with its statutory obligation to produce financial statements each year and maintain records in accordance with s 286 of the Act. Rather, the primary judge found that certain matters undermined 'any confidence the court might have in the company's ability to meet its statutory obligations'.[35] Those matters suggested that it was 'very unlikely that the company has met, or is able to meet, its obligation' under s 286 of the Act.[36] The primary judge concluded that there was 'no basis in the evidence before the court on which it can have any real confidence that these obligations have been, or will be met'.[37]
[35] Primary decision [43].
[36] Primary decision [44].
[37] Primary decision [45].
Koodaideri relies on the last sentence of the passage quoted at [21] above for its contention that the primary judge found that it had not complied with its statutory obligation to produce financial statements. That is not the effect of that sentence. The point being made by the primary judge in this paragraph is that the court's confidence in the ability of KVG to meet its statutory taxation obligations is relevantly undermined by the fact that no financial statements have been produced. His Honour was not saying that there was a statutory obligation to produce financial statements per se.
Further, as VCS Holdings submits,[38] Koodaideri's submissions conflate the definition of 'financial records' in s 9 of the Act with the obligations imposed by s 286 of the Act. Section 286 relevantly provides:
(1)A company … must keep written financial records that:
(a)correctly record and explain its transactions and financial position and performance; and
(b)would enable true and fair financial statements to be prepared and audited.
[38] VCS Holdings' submissions pars 55 - 64 (White AB 35 - 36).
The evidence did not include any receipt or record of the sale or purchase price of the excavator sold to Toddy's Plant Hire, or the money received for the hire of the fourth excavator. The material before the court did not indicate financial records which recorded and explained KVG's transactions and financial position and performance, or which would enable financial statements to be prepared. The fact that Mr Ong was able to prepare 'nil' tax returns on what appears to be incorrect advice from Peter Todd that KVG had engaged in no commercial activity provides a further basis for the primary judge's concerns.
At some points in oral submissions, counsel submitted in effect that Koodaideri came to court to meet a deadlock case rather than an inadequate records case and that, if it had known it was facing a record-keeping case, it could have put on additional evidence.[39] That is in substance a complaint of a denial of procedural fairness which stands outside the grounds of appeal. In any event, written submissions filed by VCS Holdings prior to the hearing before the primary judge squarely raised the absence of written financial records and contended that no one was attending to KVG's basic financial obligations.[40] Concern about the absence of any written record of the sale of the excavator to Toddy's Plant Hire was expressly raised by the primary judge with counsel for Koodaideri during oral submissions.[41] The issue having been raised, especially in relation to the absence of any documentation of the sale of the excavator to Toddy's Plant Hire, Koodaideri had ample opportunity to produce financial records of that transaction and would be expected to have done so if records had been available.

Ground 3: whether sufficient reason exists to wind up KVG

[39] Appeal ts 17 - 18, 28.

[40] Plaintiff's Outline of Submissions dated 22 May 2023, pars 26 - 34.

[41] Primary ts 124 - 126 (Green AB 52 - 54).

By ground 3, Koodaideri contends that the primary judge erred in law in being satisfied that sufficient reason existed to wind up KVG and there was no alternative to orders for the appointment of a liquidator. Koodaideri submits that the primary judge ought to have found he was not satisfied sufficient reason existed to wind up KVG, and there was an alternative and less drastic form of relief available.
Koodaideri contends that, under s 467(4) of the Act, where 'some other remedy is available' a company ought not to be wound up on just and equitable grounds. Section 467(4) provides:
Where the application is made by members as contributories on the ground that it is just and equitable that the company should be wound up …, the Court, if it is of the opinion that:
(a)the applicants are entitled to relief either by winding up the company or by some other means; and
(b)in the absence of any other remedy it would be just and equitable that the company should be wound up;
must make a winding up order unless it is also of the opinion that some other remedy is available to the applicants and that they are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy.
Koodaideri contends that the fact the directors of KVG are taking steps that they have determined are appropriate to finalise the affairs of KVG ought to satisfy the requirements of 'some other remedy' for the purposes of that section. Koodaideri claims there are 'drastic commercial consequences which may follow the issue of process for winding up'. Koodaideri submits that the purpose of the corporate structure was to 'work with the indigenous local community to access contracts with major mining groups'.[42]
[42] Koodaideri's submissions pars 77, 80 (White AB 21).
Koodaideri also claims VCS Holdings has sought equitable relief with 'unclean hands', contending in effect that it was the conduct of VCS Holdings in failing to take steps to participate in the management of KVG which has created the problems with KVG.[43]
[43] Koodaideri's submissions pars 82 - 85 (White AB 21 - 22).
There is an air of unreality to Koodaideri's submissions. Koodaideri is not an ongoing business and has no continuing role in working with the indigenous local community. Peter Todd's evidence is in effect that the directors are in the process of winding up KVG's affairs in any event, although that process seems to have stalled without adequate explanation. No party seems to have advanced an alternative to winding up KVG. Rather, the only dispute is as to the reasons for winding up and the way in which that is to be done. As VCS Holdings submits,[44] it is unrealistic to suggest there are 'drastic commercial consequences which may follow' winding up when KVG has no employees, no active business as such and the only transactions it has entered into since the end of 2015 involve dealings with a company controlled by one of its directors. The 'some other remedy' referred to in s 467(4) is a remedy other than winding up the company. No such alternative has been shown to be realistically available in the present case.
[44] VCS Holdings' submissions pars 87 - 89 (White AB 39 - 40).
Nor is there anything to be gained from attempting to assign blame for the current issues facing KVG. As the primary judge correctly recognised, at this point it does not matter who is at fault or whether anyone is at fault.
Counsel for Koodaideri indicated that he did not take issue with any aspect of the primary judge's statement of the relevant principles.[45] It has not been demonstrated that his Honour failed to properly apply them.
[45] Appeal ts 3 - 4.

Orders

For the above reasons, there is no merit to any of Koodaideri's grounds of appeal. The appeal should be dismissed.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.
KP
Associate to the Hon Justice Mitchell
31 MAY 2024