Littore v Rabobank Australia Ltd
[2016] VSCA 258
•26 October 2016
SUPREME COURT OF VICTORIA
COURT OF APPEAL
S APCI 2016 0114
| VINCENT LITTORE, DAVID LITTORE & ORS (according to the schedule) | Applicants |
| v | |
| RABOBANK AUSTRALIA LIMITED (ACN 001 621 129) & ORS (according to the schedule) | Respondents |
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| JUDGES: | MAXWELL P and WEINBERG JA |
| WHERE HELD: | MELBOURNE |
| DATE OF HEARING: | 13 September 2016 |
| DATE OF ORDERS | 13 September 2016 |
| DATE OF JUDGMENT: | 26 October 2016 |
| MEDIUM NEUTRAL CITATION: | [2016] VSCA 258 |
| JUDGMENT APPEALED FROM: | [2016] VSC 673 (Hargrave J) |
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PRACTICE AND PROCEDURE – Appeal – Interlocutory appeal – Case management – Stay – Commercial dispute – Claim for repayment of debt – Amount outstanding exceeded $90 million – Counterclaim alleged sale of secured assets at undervalue – Judge stayed counterclaim – Overarching purpose – Objects of case management – Appeal from exercise of discretion – No error of principle – Conclusions well open – Leave to appeal refused – Civil Procedure Act 2010 ss 7–9, 49.
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| APPEARANCES: | Counsel | Solicitors |
| For the Applicants | Mr A Myers QC with Mr N Andreou and Mr T Greenway | Robert James Lawyers |
| For the Respondent | Mr C Caleo QC with Mr M P Costello | Minter Ellison |
SCHEDULE OF PARTIES
VINCENT LITTORE First Applicant
and
DAVID LITTORE Second Applicant
and
FRANK ST INVESTMENTS PTY LTD (ACN 150 038 930) Third Applicant
and
LITTORE SUPER PTY LTD (ACN 149 093 667) Fourth Applicant
and
LITTORE PROPERTY GROUP PTY LTD (ACN 161 635 007) Fifth Applicant
and
SHANDFORD TRADING PTY LTD (ACN 158 818 887) Sixth Applicant
-and-
RABOBANK AUSTRALIA LIMITED (ACN 001 621 129) First Respondent
and
LITTORE VINEYARDS PTY LTD (ACN 078 477 620) (RECEIVERS AND MANAGERS APPOINTED) Second Respondent
and
CUDGEE CREEK VINEYARDS PTY LTD (ACN 082 936 972) (RECEIVERS AND MANAGERS APPOINTED) (CONTROLLERS APPOINTED) Third Respondent
and
GOL GOL VINEYARDS PTY LTD (ACN 079 467 735) (RECEIVERS AND MANAGERS APPOINTED) (CONTROLLERS APPOINTED) Fourth Respondent
and
IDYLL VINEYARDS PTY LTD PTY LD (ACN 087 927 991) (RECEIVERS AND MANAGERS APPOINTED) (CONTROLLERS APPOINTED) Fifth Respondent
MAXWELL P
WEINBERG JA:
Summary
The first and second applicants, Vincent and David Littore (the ‘Littores’), are indebted to the first respondent (‘Rabobank’) as principal debtors in a sum exceeding $90 million. They are defendants (together with other associated entities) to a proceeding in the Commercial Court in which Rabobank seeks an order for payment of the outstanding amount.[1] The defence filed by the Littores has not identified any basis on which the debt is disputed.
[1]Subsequent to the hearing of this application and the refusal of leave to appeal, the substantive proceeding was settled. These reasons are expressed in terms which reflect the state of affairs as at the date of the hearing of the leave application.
The sum outstanding is calculated taking into account the proceeds of asset sales which took place in November 2015, pursuant to securities granted to Rabobank to secure the funds advanced. By counterclaim, the Littores allege that the sale process was flawed and that the price obtained for the principal assets ($31 million) was at least $2 million less than could have been obtained had the process been properly conducted.
By consent, the trial of the claim and counterclaim was fixed for 26 September 2016. On 12 July 2016, Rabobank applied for an order staying the counterclaim. On 19 July 2016, the Littores filed an affidavit sworn by Vincent Littore (‘the July affidavit’), stating that a proper sale of the secured assets could have realised as much as $154 million. There was, however, no application to amend the counterclaim or to have the trial date vacated.
The stay application came on for hearing before Hargrave J, who had been managing the proceeding in the Commercial Court. His Honour granted the application, holding that the ‘overarching purpose’ defined by s 7(1) of the Civil Procedure Act 2010 (the ‘Act’) required that the counterclaim be stayed. Central to his Honour’s reasoning were his conclusions that:
(a) the values which Vincent Littore had attributed to the secured assets were ‘implausible to the extent of being fanciful’; and
(b) the possibility that the Littores might be able to formulate ‘a sufficiently large counterclaim with a real prospect of success [was] so remote that it can be discarded’.[2]
[2]Rabobank Australia Ltd (ACN 001 621 129) v Littore [2016] VSC 673 (‘Reasons’) [40], [42].
The Littores applied for leave to appeal from his Honour’s decision. On 13 September 2016, after hearing full argument, we refused the application for leave and said we would publish our reasons in due course. These are those reasons.
As will appear, we were not persuaded that the decision — made in exercise of a judicial discretion — was affected by any appealable error. On the contrary, we considered that his Honour’s conclusions were well open on the evidence and that the decision to stay the counterclaim was wholly consistent both with the overarching purpose and with the objects of case management as defined in the Act.
The history of the proceeding
The Littores were in control of a very substantial number of vineyards, through a partnership with a group of companies associated with the Littore family. Rabobank provided the bulk of the finance for the Littore Group (the ‘Group’).[3] Following persistent default under the loan facility agreement, Rabobank in October 2015 appointed receivers, who took steps to arrange for the sale of the assets of the Group. The sale process treated the vineyard assets and the winery assets separately. The sale of the vineyard assets was completed by 20 November 2015. It is that sale which the Littores contend was made at an undervalue.
[3]The ‘Littore Group’ consists of Littore Vineyards Pty Ltd, Cudgee Creek Vineyards Pty Ltd, Gol Gol Vineyards Pty Ltd, Idyll Vineyards Pty Ltd, Littore Family Wines Pty Ltd, Littore Wines Pty Ltd, Jindalee Wine Direct Pty Ltd and Littore Labour Hire Pty Ltd.
During their investigations, the receivers became aware of grape supply agreements between a trading partnership (‘Mandile’), of which the Littores were the controllers, and various wine producers. On 2 November 2015, Rabobank made an ex parte application to the Court, which resulted in Digby J granting a freezing order against the Littores’ assets. The order specifically restrained the Littores from dealing with funds held in certain accounts at Macquarie Bank. The funds in question (‘the frozen funds’) are proceeds of the sales of grapes by Mandile, in respect of which Rabobank asserts a proprietary interest.
At a contested hearing on 27 November 2015, Hargrave J determined that the assets should remain frozen until further order. The freezing order was subsequently varied by orders dated 5 February 2016 and 7 April 2016. The varied order allowed certain of the Littores’ legal costs to be paid out of the frozen funds.
Save for the first exparte hearing, the proceeding has been case-managed by Hargrave J. On 27 November 2015, his Honour made orders which noted, in ‘Other matters’, as follows:
The possibility of a claim concerning the manner of enforcement by the First Plaintiff [that is, Rabobank] was raised during argument. To further the overarching purpose under the Civil Procedure Act 2010, any such claim must be made by way of Counterclaim in this proceeding.
By its statement of claim, Rabobank alleges the indebtedness of the Littores and, further, that the income produced by Mandile was generated by the sale of secured assets, namely, grapes grown on the Littore vineyards, the proceeds of which were required to be paid to Rabobank in reduction of the finance facilities. Rabobank seeks relief including a declaration that it is beneficially entitled to certain assets (including the frozen funds) and an order for judgment on the debt owing to it.
By way of defence, the Littores say that the grapes used to produce Mandile’s income were a combination of:
(c) grapes acquired by Mandile from the Littore Group for market value consideration; and
(d) grapes that were not grown by the Littore Group and therefore not secured assets.
By way of counterclaim, they allege that Rabobank failed to procure the best sale price for the vineyard assets, and in doing so breached various duties they owed to the Littores.
On 16 February 2016, the Littores issued proceedings against Rabobank in the Land and Environment Court of New South Wales, seeking compensation pursuant to the Water Management Act 2000 (NSW) and the Conveyancing Act 1919 (NSW). At the urging of Hargrave J, the parties reached agreement to transfer those proceedings to the Supreme Court of Victoria, to be determined in conjunction with the Rabobank proceeding. That agreement was reached in circumstances where assurances were sought by the Littores, and provided by Rabobank, that it would seek to have the proceedings heard and determined together.
In the course of negotiating that agreement, Rabobank’s solicitors had written to the Littores’ solicitors in the following terms:
You have confirmed that your clients will join in making an application to the Land and Environment Court for an order under s 149B(1) of the Civil Procedure Act 2005 (NSW) transferring the Compensation Proceeding to the Supreme Court of New South Wales, provided our clients agree not to assert that (following such transfer and any subsequent transfer) the Court with carriage of the Compensation Proceeding does not have jurisdiction to determine an application made under s 71X.
However, your letter does not indicate (as requested by our recent letter) whether:
(a) your clients will also agree to subsequent orders being made transferring the Compensation Proceeding from the Supreme Court of NSW to the Supreme Court of Victoria, to be determined with the Victorian Proceeding; and
(b) you will sign minutes of proposed orders by consent providing for the transfers, that we may provide to the Court/s, with the object of avoiding an appearance, if possible.
In response to your request, we confirm that:
1. provided you confirm in writing (and return signed copies of the proposed orders) that your clients consent to orders being made:
...
2. then our clients:
(a) will not assert, if the Supreme Court of NSW declines to transfer the Compensation Proceeding to the Supreme Court of Victoria, that the Supreme Court of NSW lacks jurisdiction to determine the application made under s 71X;
(b) will not assert that the Supreme Court of Victoria lacks jurisdiction to determine the application made under s 71X; and
(c) will seek to have the Compensation Proceeding determined together with the Victorian Proceeding.
The counterclaim
On 4 March 2016, the matter came back before Hargrave J. By this stage, the Littores’ counterclaim had been filed, seeking damages for what was said to be the sale at undervalue of the vineyard assets. It was alleged that an offer had been made to purchase the assets at a price some $2 million above the price for which they were sold. There was no other quantification of damage.
His Honour foreshadowed fixing a trial date of 26 September 2016, on an estimate of seven or eight days. Senior counsel for the Littores indicated that he was happy with the date but that eight days would not be sufficient. His Honour then extended the trial estimate to 12 days.
As at 4 March 2016, there was no suggestion that the Littores would be seeking to amend their counterclaim to seek more than the $2 million then claimed. The Littores could subsequently have sought to amend their counterclaim to increase the amount claimed. They did not do so. They could have obtained evidence from a qualified valuer to support an increased claim. Once again, they did not do so.
The matter was next mentioned on 10 June 2016. The judge discussed with counsel the utility of running a counterclaim to the value of $2 million in response to a claim by the bank far in excess of $90 million. His Honour asked ‘even if there is some under-sale by a few million dollars, what’s the point of all this?’ He said he was very concerned that the case was taking ‘a disproportionate amount of time in circumstances when the total of the debt is left to swamp everything’. Once again, counsel appearing for the Littores gave no indication that an enlarged counterclaim was being considered.
On 12 July 2016, Rabobank issued its summons seeking a stay of the counterclaim. The relief was sought under s 49 of the Act and/or r 10.06 of the Supreme Court (General Civil Procedure Rules) 2015. Rabobank’s stay application came on for hearing on 22 July 2016. As mentioned earlier, the July affidavit had been filed on 19 July. We were told by counsel for Rabobank — and counsel for the Littores did not demur — that this was the first time that the possibility of an enlarged counterclaim had been mentioned.
In the course of argument, the judge expressed the view that the only way the counterclaim could proceed was if expert valuation evidence were filed. The Littores had not, however, sought to obtain expert evidence. Indeed, their counsel told the judge that they had deliberately not done so ‘in case there was a different approach to be taken’.
Senior counsel for Rabobank pointed out that, as things stood, there remained a $90 million ‘hole’ between the claim and the counterclaim. At no point did counsel for the Littores seek to have the trial date vacated or seek leave to file an amended counterclaim. On the contrary, when the judge expressed concern that the trial date might be jeopardised by a late application to amend the counterclaim, senior counsel for the Littores confirmed that they wanted the trial to proceed as scheduled.
The judge’s ruling
His Honour noted that the stay application was based on the powers of the Court contained in s 49(1) of the Act, which relevantly provides:
In addition to any other power a court may have, a court may give any direction or make any order it considers appropriate to further the overarching purpose in relation to the conduct of the hearing in a civil proceeding.
The ‘overarching purpose’ is in turn defined by s 7(1) of the Act, as follows:
The overarching purpose of this Act and the rules of court in relation to civil proceedings is to facilitate the just, efficient, timely and cost effective resolution of the real issues in dispute.
By s 8(1) of the Act, the Court in exercising its powers is required to give effect to the overarching purpose. In turn, s 9(1) provides that the Court in doing so shall have regard to the following relevant objects:
(a) the just determination of the civil proceeding;
…
(c) the efficient conduct of the business of the court;
(d) the efficient use of judicial and administrative resources;
(e)minimising any delay between the commencement of a civil proceeding and its listing for trial beyond that reasonably required for any interlocutory steps that are necessary for—
(i) the fair and just determination of the real issues in dispute;
…
(g) dealing with a civil proceeding in a manner proportionate to—
(i) the complexity or importance of the issues in dispute; and
(ii) the amount in dispute.
His Honour dealt first with the transfer of the New South Wales proceeding:
At the outset, I note that some reliance was placed by the Littore defendants on principles of estoppel and waiver arising out of the plaintiffs’ requests, with some encouragement from the court, to cross-vest proceedings brought by them in the New South Wales Land and Environment Court to this Court. That cross-vesting has occurred and the relevant allegations from those proceedings are now replicated in the counterclaim as it presently stands. Senior counsel for the Littore defendants properly acknowledged that the matters relied on as constituting an estoppel or waiver cannot bind the court in complying with its duty to further the overarching purpose under the Act by exercising its discretion to stay proceedings where appropriate. To that I would add that the counterclaim in this respect as pleaded, and the relevant evidence in the New South Wales Land and Environment Court, relate only to the sale of the vineyard assets (including the water rights), not the winery assets; and involve an alleged under-sale in the order of about $2 million.[4]
[4]Reasons [6].
His Honour then dealt with the Littores’ argument that a stay would be unjust:
The Littore defendants complain that they have been deprived of timely discovery and access to confidential information under the sale processes undertaken by Rabobank and the receivers and, as a result, have not yet been able to responsibly plead a substantial counterclaim for damages exceeding the amount of the Rabobank debt. In all the circumstances, they contend that it would be unjust to deprive them of the opportunity to plead a fully particularised counterclaim for such loss, as there is a real possibility that their counterclaim will exceed the amount of the plaintiffs’ claim against them.
I do not accept the Littore defendants’ submissions. In my opinion, the overarching purpose, including the attainment of justice in the proceeding and avoiding inefficient use of judicial resources on a futile counterclaim, will be furthered by staying the counterclaim (except paragraphs 147–150) until the hearing and determination of the plaintiffs’ claims.[5]
[5]Ibid [15]–[16].
His Honour said that the July affidavit was ‘implausible’. Referring to documentation exhibited by Rabobank’s solicitor, his Honour said:
[I]t is clear from those exhibits that, while there were good commercial reasons for Mr Littore to be ‘talking the business [of the Littore brothers] down’, Mr Littore’s current estimates of the value of the relevant assets are vastly greater than he, his brother, and those engaged by them or Rabobank to advise as to the realisable value of the Littore Group assets have previously estimated. I say vastly because Mr Littore’s current estimates are at least five times the net values previously estimated by him and others or offered by third parties. Estimates of between $24–$30 million in the second half of 2015 have become $142–$154 million as at the time of the sales by Rabobank and the receivers in the first half of 2016.[6]
[6]Ibid [17].
His Honour then analysed a large number of documents which had been created in the period October 2012 – October 2015, before concluding as follows:
Drawing these threads together, the above statements by Mr Littore and others evidence an inability to arrange a purchaser of either the Littore Group assets as a whole, or the Rabobank debt, over a period of at least three years until October 2015. Mr Littore’s own view by October 2015 was that the total assets, or the Rabobank debt, were worth in the vicinity of $30 million after accounting for debts to other financiers. Even if it be accepted that Mr Littore was endeavouring to achieve a sale of the assets at the lowest possible price, so as to maximise his prospects of continuing involvement in the Littore Group vineyard and winery businesses, a sale of those businesses at double the $30 million highest estimate, for $60 million, would still have left a ‘hole’ of debt owing by the Littore brothers and related entities of over $60 million (excluding default interest). Viewed in this context, the values which Mr Littore now attributes to the various assets comprising the Littore Group vineyard and winery land and businesses are implausible to the extent of being fanciful.
Second, although Mr Littore may well have had reason to talk down the assets in his dealings with relevant parties, his correspondence shows that he is obviously no fool. He obviously knew he was not dealing with fools but, rather, with a substantial bank which was receiving advice from investigative accountants and valuers. It is implausible that he would put forward figures that were about one-fifth of his own opinion of the values of those assets. Conduct of that kind would have deprived him of any commercial credibility whatsoever. It is implausible that he did so, or that market conditions altered so radically between October 2015 and the time the Littore Group assets were sold by Rabobank and the receivers earlier this year.
Third, although the Littore defendants do not yet have full discovery, any possibility that they may be able to formulate a sufficiently large counterclaim with a real prospect of success when they do is, in my opinion, on the basis of the evidence and probabilities as a whole, so remote that it can be discarded.[7]
[7]Ibid [40]–[42] (emphasis added).
Finally, his Honour dealt with the costs of the counterclaim:
Fourth, because of the exception in the freezing order for the Littore defendants’ legal costs of the proceeding, the continuation of the counterclaim will substantially reduce the balances in the otherwise frozen Macquarie Bank accounts. This factor, together with the fact that the trial of the plaintiffs’ debt and proprietary claims are fixed for 26 September this year, make a stay of the counterclaim until the hearing and determination of the plaintiffs’ claims and the defences to them … preferable to simply ordering a separate trial of the counterclaim at a later date. If that order were to be made, there would be continuing costs, of a substantial amount, depleting (and perhaps exhausting) the Macquarie Bank accounts. If the Littore defendants lose on the plaintiffs’ proprietary claims, the legal costs expended in pursuing the existing counterclaim, or any proposed amendment, will be forever lost — as the Littore defendants’ own case is that they have no other funds than those comprised in the frozen assets.[8]
[8]Ibid [44].
His Honour’s conclusion was in these terms:
In all the circumstances, I take the view that this is an exceptional case where the overarching purpose, including the requirement of justice in the particular circumstances of the case, requires that the counterclaim be stayed until the hearing and determination of the plaintiffs’ claims. I will so order.[9]
[9]Ibid [46].
The application for leave
The first three proposed grounds of appeal contended, in various ways, that the judge had misapplied case management principles. Reliance was placed on general statements made by the High Court in Expense Reduction Analysts Group Pty Ltd v Armstrong Strategic Management and Marketing Pty Ltd,[10] Aon Risk Services Australia Ltd v Australian National University[11] and Tepko Pty Ltd v Water Board.[12]
[10](2013) 250 CLR 303, 323 [57].
[11](2009) 239 CLR 175, 212–14 [96], [98], [102].
[12](2001) 206 CLR 1, 55 [168], [170].
In oral argument, however, these grounds were barely mentioned. No error of principle was identified. This was unsurprising, in our view, since the judge’s approach was wholly consistent with the applicable principles. Throughout the case management process, and in arriving at his decision, his Honour was quite properly seeking to comply with the statutory command in s 8(1) of the Act, that is, ‘to facilitate the just, efficient, timely and cost effective resolution of the real issues in dispute’.
The Littores’ real complaint was directed at his Honour’s conclusion. Their submission was that ‘overall, the just resolution of the proceeding called for the claim and counterclaim to be heard concurrently’. In response to questions from the Court, senior counsel confirmed that it was the ‘residuary category‘ of error in House v The King[13] which was relied on. That is, the Littores were contending that it was not reasonably open to the judge to come to the conclusion which he did.[14]
[13](1936) 55 CLR 499, 504–5.
[14]See National Builders Group IP Holdings Ltd v ACN 092 675 164 Pty Ltd [2015] VSCA 260 [45].
We disagree. In our view, it was well open to his Honour in these circumstances to conclude that the counterclaim should be stayed. As has already been pointed out, at the time when his Honour came to rule on the stay application:
·the Rabobank claim was ready to proceed;
·the outstanding debt exceeded $90 million and was effectively undisputed;
·the counterclaim stood at only $2 million, and was unsupported by any expert valuation evidence; and
·the Littores had made no application to amend the counterclaim, or to adduce expert evidence, or to have the trial date vacated.
Crucially, in our view, the Littores on this application did not challenge his Honour’s strongly adverse findings about the July affidavit, nor the careful documentary analysis which underpinned those findings. As noted earlier, his Honour described the values which Mr Littore attributed to the various assets as ‘implausible to the extent of being fanciful’. The vast disproportion between the amount owed to Rabobank and the amount of the counterclaim as pleaded was centrally relevant to the exercise of the case management discretion.
Proposed ground 5 complained that the judge had misdirected himself ‘by concluding that the counterclaim had no real prospect of success’. In fact, his Honour’s finding was in quite different terms, as follows:
Third, although the Littore defendants do not yet have full discovery, any possibility that they may be able to formulate a sufficiently large counterclaim with a real prospect of success when they do is, in my opinion, on the basis of the evidence and probabilities as a whole, so remote that it can be discarded.[15]
In view of his Honour’s unchallenged rejection of the values claimed in the July affidavit, this conclusion was unimpeachable.
[15]Reasons [42] (emphasis added).
Nor was there any reason to doubt the correctness of his Honour’s treatment of the agreement which resulted in the transfer of the NSW proceeding to Victoria. As his Honour noted, the Littores had conceded before him that the circumstances of the transfer could not bind the court in complying with its duty to further the overarching purpose. The contention in proposed ground 6 — that the judge failed to consider the parties’ agreement — was without foundation.
The freezing order
The only ground pressed with any real vigour at the hearing of the application was ground 4, which contended that his Honour
misdirected himself by determining … that the legal costs expended in pursuing the counterclaim would deplete and perhaps exhaust the Macquarie Bank frozen accounts.
(As noted earlier, the Macquarie accounts held the disputed income from the grape sale agreements, over which Rabobank claimed a proprietary interest.)
As can be seen, the ground as drafted appears to attack a finding of fact, namely, that if the Littores pursued their counterclaim their legal costs of doing so would deplete the frozen funds. As senior counsel for the Littores conceded in argument, the finding of fact was obviously correct. Counsel maintained, however, that the judge had been wrong to take into account the depletion of the funds, although he disavowed any contention that this was an irrelevant consideration in the recognised sense.
The judge’s error, it was said, was in treating the fund ‘as security for the judgment debt’. The applicants emphasised that Rabobank had never sought an injunction to preserve the disputed fund. Instead, they had obtained a freezing order, the juridical basis of which is different.[16]
[16]Cardile v LED Builders Pty Ltd (1999) 198 CLR 380.
This ground was without substance, in our view. First, the Littores had never sought to challenge the freezing order, or the basis on which it was made. As is now well understood, such an order is made in exercise of the Court’s inherent power to prevent the abuse or frustration of its process — in this case, by ‘preserving the efficacy of the execution which would lie against the … prospective judgment debtor.’[17]
[17]Ibid 393 [25].
Secondly, the terms of the freezing order permitted the Littores to draw on the fund, up to specified maxima, to pay for living expenses and legal costs. The payment of legal costs is a recognised exception to freezing orders. Of necessity, a judge determining amounts payable under that exception must balance the legal rights of the party seeking access to the fund with the purpose of the freezing order itself, which is to preserve the fund.
Those were the very matters which the judge had to consider when the Littores applied in November 2015 to vary the freezing order to increase the maximum amount which could be drawn to pay their legal costs. And they were the matters which his Honour properly took into account in deciding whether or not the counterclaim should be stayed. It was squarely relevant to the exercise of his discretion to consider whether, and to what extent, the further conduct of the counterclaim would deplete the fund and, hence, defeat the purpose of the freezing order.
The submission for Rabobank emphasised that the fund in issue here was not merely an asset to be preserved in aid of execution of a judgment but was itself the subject of Rabobank’s proprietary claim in the proceeding. It is, of course, well-established that the Court’s inherent power extends to the preservation of the subject-matter of a proceeding.[18] The power is exercisable ‘so that the authority of [the] Court may be maintained’.[19]
[18]Tait v The Queen (1962) 108 CLR 620.
[19]Ibid 624.
This is recognisably the same doctrinal foundation as underpins the making of a freezing order.[20] But, there being no doubt about the validity, or the purpose, of the freezing order, it was unnecessary to deal further with this aspect of the matter.
[20]See Patrick Stevedores Operations No 2 Pty Ltd v Maritime Union of Australia (1998) 195 CLR 1, 32–33 [35].
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