Millsave Holdings Pty Ltd v Connective Group Pty Ltd [No 2]

SUPREME COURT OF VICTORIA

COURT OF APPEAL

S EAPCI 2022 0041

MILLSAVE HOLDINGS PTY LTD (ACN 115 160 097) & ORS (ACCORDING TO THE ATTACHED SCHEDULE)	Appellants
v
CONNECTIVE GROUP PTY LTD (ACN 162 397 060) & ORS (ACCORDING TO THE ATTACHED SCHEDULE) [NO 2]	Respondents

S EAPCI 2022 0042

MILLSAVE HOLDINGS PTY LTD (ACN 115 160 097) & ORS (ACCORDING TO THE ATTACHED SCHEDULE)	Appellants
v
CONNECTIVE SERVICES PTY LTD (ACN 107 366 496) & ORS (ACCORDING TO THE ATTACHED SCHEDULE) [NO 2]	Respondents

S EAPCI 2022 0043

MILLSAVE HOLDINGS PTY LTD (ACN 115 160 097) & ORS (ACCORDING TO THE ATTACHED SCHEDULE)	Appellants
v
SLEA PTY LTD (ACN 106 752 434) & ORS (ACCORDING TO THE ATTACHED SCHEDULE) [NO 2]	Respondents

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JUDGES:	McLEISH, MACAULAY and LYONS JJA
WHERE HELD:	Melbourne
DATE OF HEARING:	12 March 2024
DATE OF JUDGMENT:	12 March 2024
PUBLICATION OF REASONS:	14 March 2024
MEDIUM NEUTRAL CITATION:	[2024] VSCA 28
JUDGMENT APPEALED FROM:	[2022] VSC 136 (Robson J)

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COSTS – Costs of appeal – Appellants succeeded on primary issues in proceeding – Appellants conducted appeals in unnecessarily complex manner – 68 grounds of appeal raised, many unsuccessful – Respondents to pay 70 per cent of appellants’ costs – Sophisticated commercial parties – Certificate under Appeal Costs Act 1998 refused.

COSTS – Costs of trial – Successful respondent received order for indemnity costs at trial – Judgment overturned on significant issue on appeal, affecting buy-out relief – Appellants conducted matter in manner apt to give rise to additional costs – Indemnity order undisturbed – Appellants to pay 80 per cent of respondent’s costs of trial.

PRACTICE AND PROCEDURE – Orders consequent upon judgment – Interest on repayment of amounts paid pursuant to orders at trial – Inappropriate to apply penalty rate – Interest rate determined by reference to RBA cash rate target from time to time – Form of order.

Appeal Costs Act, s 35A(1)(a), referred to.

Chen v Chan [No 2] [2009] VSCA 233, Meerkin v Rossett Pty Ltd [No 2] [1999] 2 VR 31, applied.

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Counsel
Appellants:	Mr P Collinson KC with Dr C Parkinson KC
Respondent (Slea Pty Ltd):	Mr M Hodge KC and Ms K Foley SC with Mr G Kozminsky and Ms C Mintz
Respondents (Connective Companies):	Mr K Loxley
Respondent (Macquarie Bank Ltd):	No appearance
Solicitors
Appellants:	HWL Ebsworth
Respondent (Slea Pty Ltd):	Arnold Bloch Leibler
Respondents (Connective Companies):	King & Wood Mallesons
Respondent (Macquarie Bank Ltd):	Allens

MCLEISH JA
MACAULAY JA
LYONS JA:

On 18 December 2023, the Court handed down its reasons for judgment in this matter.[1] The Court indicated that it would grant leave in all three appeals, allow the appeals in respect of the oppression proceeding and the derivative proceeding and, by majority, allow the appeal in the approval proceeding. The Court published draft forms of order and made directions for the filing of written submissions in respect of the final form of those orders and in respect of the costs of the appeals. The last of those submissions were filed on 12 February 2024.
[1]Millsave Holdings Pty Ltd v Connective Group Pty Ltd [2023] VSCA 326 (‘Reasons’).
On 27 February 2024, the parties were advised that the Court would be assisted by further submissions in relation to four issues regarding the form of the orders, which had been briefly addressed in the parties’ written submissions. On 12 March 2024 we heard oral argument in relation to those four matters and made final orders in the appeals. These are our reasons in relation to the issues on which further written and oral submissions were received.
We set out below our conclusions as to the costs of the appeals, as well as the costs of the trial, before turning to the issues that arose in connection with the form of the orders.

Costs of the appeals

The appellants submitted that Slea should pay their costs in each appeal. In respect of the oppression proceeding, they submitted that they had succeeded in reversing the direction of the buy-out and that, since this had been the whole focus of the appeal in that proceeding, costs should follow the event. The appellants had succeeded in establishing errors in the trial judge’s reasons in respect of the first phase of oppression. They had successfully overturned the trial judge’s finding that the conduct in relation to the third phase (the AFG transaction) was oppressive. This had led to the Court re‑exercising the discretion as to relief in the way for which the appellants had contended.
In respect of the derivative proceeding, the appellants submitted that they had been wholly successful in displacing the finding of improper purpose concerning the AFG transaction, and that Slea should pay the costs of that appeal accordingly.
The appellants submitted that they had successfully challenged the finding of the trial judge that the approval proceeding was commenced for an ulterior purpose, and this Court had accepted that there was no basis for a non-party costs order against any individual in that matter.
Slea submitted that the appropriate order in each appeal was that each party bear their own costs. Slea submitted that the appellants ran the appeals in an unnecessarily complex way, raising 68 grounds of appeal upon most of which they failed. Slea also submitted that the case run on appeal departed from the case at trial and it had not been clearly articulated in the appeal papers. This had significantly increased the time and costs associated with the appeals, such that Slea should not have to pay the appellants’ costs. In addition, the appellants succeeded on several points that were not argued at trial or clearly put in their written case. On that basis, they should not be entitled to their costs.[2] Slea submitted that the appellants had succeeded on no more than a third of the appeal grounds (taking into account that some grounds had sub-grounds and others were successful only to an extent).
[2]Slea referred to Australia and New Zealand Banking Group Ltd v Hunter BNZ Finance Ltd [1991] 2 VR 407, 415 (Fullagar J); Armstrong v Boulton [1990] VR 215, 223 (Kaye, King and Gobbo JJ); National Australia Bank Ltd v KDS Construction Services Pty Ltd (in liq) (1987) 163 CLR 668, 679–80 (Mason CJ, Brendan, Deane, Dawson and Toohey JJ); Whitehouse Properties Pty Ltd v Bond Brewing (NSW) Ltd (1992) 28 NSWLR 17, 24–5 (Handley JA, Priestley JA agreeing at 19, Clarke JA agreeing at 19); Miller v Miller (1978) 141 CLR 269, 276–7 (Barwick CJ, Gibbs J agreeing at 277, Stephen J agreeing at 278, Jacobs J agreeing at 278, Aickin J agreeing at 280); and Hawcroft General Trading Co Pty Ltd v Hawcroft [No 2] [2017] NSWCA 148 [10] (Basten and Leeming JJA and Emmett AJA).
Slea noted that the grounds of appeal did not always marry up with the appellants’ written case and that the oral submissions had departed from the appeal papers. Points had also been taken which were not expressly captured by the applications for leave to appeal. Slea submitted that the appeal lacked focus and precision and thus wasted considerable time and resources.
Slea submitted that the Court should take account of case management principles in deciding the appropriate order as to costs, including to further the overarching purpose to facilitate the just, efficient, timely and cost-effective resolution of the real issues in dispute.[3] Slea submitted that appeals ought to be focussed and confined, and should target meritorious grounds. These points were said to be best illustrated by the third phase of oppression. It had fallen on the Court to arrange the appeal grounds in a coherent order. The majority had noted the shifting position of the appellants and that some of the appellants’ submissions had not been clearly advanced in the grounds of appeal or the written case.[4]
[3]Civil Procedure Act 2010, ss 7–8.
[4]Reasons [665], [712], [873], [874], [913] (McLeish and Macaulay JJA). See also [1198] (Lyons JA).
In relation to the approval proceeding appeal, Slea submitted that the only issue had been whether Slea’s costs of the discontinued proceeding ought to be determined on the standard basis or the indemnity basis, and who should pay those costs.[5] Slea submitted that the answers followed from the determination of the issues regarding the AFG transaction in the oppression proceeding appeal and the derivative proceeding appeal. No additional costs had been incurred in the approval proceeding appeal and, Slea submitted, a separate costs order would give rise to practical complexities on taxation.
[5]Ibid [1049]–[1050] (Lyons JA).
Slea indicated that it sought a certificate under the Appeal Costs Act 1998 if the Court made any order against it in respect of the costs of the appeals.
In exercising our discretion as to costs, we apply the principles summarised by this Court in Chen v Chan [No 2],[6] to which Slea drew attention in its written submissions:
(1)The general rule is that costs should follow the event. Absent disqualifying conduct, the successful party should recover its costs even where it has not succeeded on all heads of claim.
(2)The Rules of Court permit significant flexibility in determining questions of costs. In particular, the Court is entitled to examine the realities of the case and will attempt to do ‘substantial justice’ as between the parties on matters of costs.
(3)Where there is a multiplicity of issues and mixed success has been enjoyed by the parties, a Court may take a pragmatic approach in framing the order for costs, taking into consideration the success (or lack of success) of the parties on an issues basis. Generally, if such an order is made, it is reflected in the successful party being awarded a proportion of its costs but not the full amount.
(4)A Court may, when fixing costs in a claim where there has been mixed success, take into account complications which it considers will arise in the taxation of costs, as part of its consideration of the overall interests of justice.
(5)Where a Court determines to make an order apportioning costs, then it does so primarily as ‘a matter of impression and evaluation,’ rather than with arithmetical precision, having considered the importance of the matters upon which the parties have been successful or unsuccessful, the time occupied and the ambit of the submissions made, as well as any other relevant matter.[7]
[6][2009] VSCA 233.
[7]Ibid [10] (Maxwell P, Redlich JA and Forrest AJA) (citations omitted). Slea referred also to Spotless Group Ltd v Premier Building and Consulting Pty Ltd [2008] VSCA 115 [14] (Redlich JA, Dodds-Streeton JA agreeing at [47]); Asmar v Albanese [No 2] [2022] VSCA 26 [9] (T Forrest and Whelan JJA and Forbes AJA); Council of City of Ryde v Azizi [2019] NSWSC 1605 [176] (Payne J).
In our opinion, the appellants are correct to characterise the appeal in the oppression proceeding as having been directed primarily to the question of the direction of buy-out relief. The appellants succeeded on that issue. We also accept that the primary issue, if not the only issue, in the derivative proceeding appeal concerned the AFG transaction. The appellants succeeded in displacing the finding of improper purpose made by the trial judge in that regard. Success on that issue also meant that the appellants succeeded in the approval proceeding appeal.
On the other hand, we also accept Slea’s submission that the appeals raised numerous grounds upon which the appellants have not succeeded. To some extent, as the appellants submitted in reply, that was a product of the length of time over which the relevant events had taken place. There remains some truth, nonetheless, in Slea’s submission that the appeals were framed and conducted in an unnecessarily complex manner. Perhaps as a consequence, there was some disconformity between the articulated grounds of appeal and the written and oral submissions. These features all contributed to the parties’ costs of the appeals.
Even in a case of factual complexity, an appellant who raises 68 grounds of appeal exposes themselves to adverse costs consequences, even if they succeed on the appeal, if a significant number of those grounds of appeal are unsuccessful. That is this case.
In the circumstances, we consider that Slea should be ordered to pay 70 per cent of the appellants’ costs in each appeal. We apply that reasoning to the approval proceeding appeal, even though the issue in that appeal was a narrow one, on the basis that determination of that appeal depended upon the determination of the other appeals.

Costs of the trial

The Court dealt with the grounds relating to costs in its reasons for judgment.[8] The Court observed that the parties had broadly agreed that, if the discretion as to relief were reopened, the question of costs would have to be revisited, but that the parties had not made specific submissions or sought to be heard further on the issue.
[8]Reasons [1044]–[1050] (McLeish and Macaulay JJA), [1296]–[1298] (Lyons JA).
In that context, the Court indicated that it saw no reason to disturb the order of the trial judge that Millsave and Mr Haron pay Slea’s costs of the oppression proceeding on the indemnity basis. The Court noted that the appellants had not made any submissions as to why the trial judge was wrong to make an order in the derivative proceeding that Slea’s costs be paid by Glenn Lees, Mr Maloney, Mr Haron, Millsave and Macquarie.
The appellants, in their written submissions filed after reasons for judgment were handed down in this Court, sought an opportunity to make submissions on the costs of the trial of the oppression and derivative proceedings. They submitted that it would have been impractical to make any such submissions on the hearing of the applications for leave to appeal. Slea submitted that the appellants were effectively seeking to relitigate grounds which the Court had already determined. We reject that submission. The Court’s observations as to the costs of the trial were premised on the fact that the parties had not sought to be heard in relation to those costs. The appellants have now sought that opportunity, consistent with the usual practice in this Court. This does not involve relitigating the issues as to costs that were raised in the applications for leave to appeal. We therefore proceed to determine this issue.
The appellants submitted that the derivative proceeding had concerned two improper purpose cases which were factually and legally distinct. The first concerned the restructure of the Connective group and the sale to Macquarie in 2012 and 2013. The second concerned the proposed AFG transaction in 2018 and 2019. The appellants had succeeded in setting aside the trial judge’s finding in relation to the latter case. The appellants submitted that the first case had taken up less trial time than the AFG issue. The appellants submitted that they should not be required to pay Slea’s costs of the failed improper purpose case concerning the AFG transaction.
The appellants submitted that there should either be no order as to costs, reflecting the fact that Slea won one case and lost another (as did the appellants), or that there should be a carving out of Slea’s costs in relation to the AFG issue.
In relation to the oppression proceeding, the appellants submitted that the third phase of oppression, involving the AFG transaction, was significant to the trial judge exercising his discretion to order that the minority have the option to buy out the majority. It was submitted that costs in relation to the third phase should be carved out so that Millsave and Mr Haron do not have to pay those costs.
Slea submitted that it had overwhelming success at trial in both the oppression and the derivative proceedings. Slea submitted that it did not follow from the findings on appeal that the appellants were entitled to their costs in respect of the AFG transaction. Slea drew attention to the conduct of the appellants in connection with that matter, both prior to the trial (including Glenn Lees dishonestly deleting text messages) and in the actual conduct of the litigation (including the giving of untrue evidence by Glenn Lees and Mr Haron and the adopting of different positions on appeal to those adopted at trial). Slea submitted that it had been required to take extensive steps to obtain documents that ought to have been discovered and to spend significant time cross-examining Glenn Lees and Mr Haron to ‘unpick’ their untruthful evidence.
In summary, Slea submitted that the appellants should pay its costs in respect of the AFG transaction. First, the conduct of the appellants, both before and during the proceeding, had been ‘appalling, dishonest and oppressive to Slea’. Secondly, the appellants had conducted the litigation improperly, for example by spending millions of dollars in company funds in pursuit of the defence of Millsave, Glenn Lees, Mr Haron and Mr Maloney, running untenable points and advancing misleading and false evidence. Thirdly, an aspect of the appellants’ successful defence was not raised until appeal.[9] Fourthly, the manner in which the appellants conducted the AFG matter at trial was a direct consequence of the untruthful version that they had advanced.
[9]Ibid [665] (McLeish and Macaulay JJA), [1124], [1152] (Lyons JA).
We do not think that it would be just for there to be no order as to the costs of the trial. Slea succeeded in establishing an entitlement to relief for oppressive conduct, and also proved that the directors had engaged in improper conduct as alleged in the first aspect of the derivative proceeding. Ordinarily, costs would follow the event. In our opinion, however, Slea’s failure in relation to the AFG issue means that there should be a reduction in the costs it should be awarded as a result of its success at trial. The AFG transaction was a significant part of its case, and, as the appellants have submitted, Slea’s success on that issue at trial was significant to the relief which the trial judge ordered. Slea has ultimately not succeeded in obtaining the specific relief it sought.
In making some deduction for Slea’s ultimate failure on the issues involving the AFG transaction, we bear in mind that the manner in which the appellants conducted that part of the case, in particular, was apt to give rise to additional costs to Slea. To some extent, Slea is compensated for that circumstance by the order for indemnity costs, which we see no reason to disturb, but it is still appropriate on this account to moderate the reduction in costs awarded to Slea. In all the circumstances, Slea should have 80 per cent of its costs of the trial in the oppression proceeding and the derivative proceeding on the indemnity basis.
No issue arises in relation to the costs of the approval proceeding.

Form of orders

The parties have raised a series of issues in respect of the proposed draft form of order supplied to them when the Court’s reasons for judgment were published. First, the parties draw attention to the fact that Glenn Lees, Mr Haron, Mr Maloney and Millsave have paid amounts to the Connective companies pursuant to the orders of the trial judge made on 8 April 2022. It is agreed that there should be an order for the repayment of those amounts, together with interest. The appellants submit that interest should be at the penalty rate. They submit that this is fair because, by a different order made by the trial judge, Millsave and Mr Haron are required to pay the Connective companies for all costs not properly incurred by those companies in the litigation, together with interest calculated at the penalty interest rate.

In our view there is no basis for applying the penalty rate. As the Connective companies pointed out in their own written submissions, confined to this issue, the purpose of the repayment is to restore to the successful appellants the fruits of the judgment and do justice between the parties.[10] The analogy with interest to be paid on costs improperly incurred and ordered at trial to be repaid is therefore a false one. In that context, penalty interest is payable upon a judgment sum pursuant to ss 58 and 60 of the Supreme Court Act 1986. There is nothing unfair in the rates of interest on these amounts being different.
[10]Meerkin v Rossett Pty Ltd [No 2] [1999] 2 VR 31, 35 [11] (Callaway JA, Charles JA agreeing at [1], Batt JA agreeing at 37 [17]). As the Connective companies noted, this principle has been applied in several decisions in this Court, including Amcor v Barnes [No 2] [2021] VSCA 87 [92] (Ferguson CJ, Beach and Whelan JJA); Leeda Project Pty Ltd v Zeng [No 2] [2020] VSCA 244 [13] (Tate, Kaye and McLeish JJA); MLC Nominees Pty Ltd v Daffy [No 2] [2018] VSCA 10 [7] (Beach and McLeish JJA); Bauer Media Pty Ltd v Wilson [No 3] [2018] VSCA 164 [3]–[5] (Tate, Beach and Ashley JJA); Aquatec-Maxcon Pty Ltd v Minson Nacap Pty Ltd [2005] VSCA 167 [10] (Winneke P, Buchanan and Eames JJA); and Ronstan International Pty Ltd v Thomson [2002] VSCA 107 [4] (Buchanan, Chernov and Eames JJA).
In a number of recent cases, a rate of 2 per cent has been applied to repayments made following a successful appeal.[11] The Court, however, is naturally aware that interest rates have risen in recent years and that such a rate may no longer be appropriate. The Court therefore sought further submissions from the parties as to the appropriate rate of interest.
[11]Amcor v Barnes [No 2] [2021] VSCA 87 [97] (Ferguson CJ, Beach and Whelan JJA); Leeda Project Pty Ltd v Zeng [No 2] [2020] VSCA 244 [14] (Tate, Kaye and McLeish JJA); MLC Nominees Pty Ltd v Daffy [No 2] [2018] VSCA 10 [8] (Beach and McLeish JJA).
As it transpired, the parties agreed that, in these circumstances, the rate should be the cash rate target set from time to time by the Reserve Bank of Australia. The interests of efficiency would ordinarily suggest a single fixed rate rather than one that is liable to vary as often as monthly. But since the parties were in agreement, we made an order reflecting that agreement.
Secondly, Millsave sought an order that the question of the value of the shares in the Connective companies be referred to mediation. The draft orders proposed by the Court had provided for this question to be referred to an associate judge if the parties were not able to agree on a figure. Slea opposed the making of an order for mediation. In our view, greater flexibility would be achieved by leaving the question of mediation for decision by an associate judge (in the absence of agreement between the parties). An associate judge would be in a better position to appreciate the issues in dispute and the potential benefits or disadvantages of a mediation. We therefore did not make an order for mediation.
Thirdly, the appellants sought a change to the orders so that, if either option to purchase is exercised, settlement should take place within a nominated period commencing at the date of exercise of the option, rather than the date when the exercise price is agreed or determined. Slea opposed this change on the basis that, in substance, it would extend the time to pay the purchase price under the option. In our view, however, the amendment added clarity to the series of steps proposed in the orders. We therefore made the change proposed by the appellants.
Fourthly, a question arose as to the date at which the exercise price for the options should be determined. The Court’s draft orders, reflecting the course that was taken by the trial judge, proposed the date of this Court’s orders as the appropriate date. Slea submitted that the date should be left for resolution as part of the valuation process. In our view, however, that approach would add undesirable uncertainty to what is already a complex issue.
At the same time, Slea pointed in its submissions to the history of oppressive and dishonest conduct on the part of Glenn Lees and Mr Haron and sought flexibility in the valuation date partly in order to allow for the possibility that further such conduct might lead to the Court’s orders being undermined. In our view there is substance in that concern. We prefer, however, to nominate a date of valuation in order to lessen the issues in dispute. We therefore sought further submissions as to whether other steps ought to be taken to ameliorate the risk Slea identified, by fixing the date of the Court’s reasons of judgment — or another specified date — as the valuation date.
In oral submissions, an issue arose about how the selling entity would be compensated if there was a significant passage of time between the valuation date and the ultimate settlement of the sale. Slea submitted that, partly for that reason, the valuation date should be the date of the associate judge’s determination. The appellants submitted that there should be a fixed date (nominating the day of this Court’s orders), and that the ‘time value of money’ would be addressed by an adjustment at settlement. Slea did not accept that such an adjustment, if any were to be made at all, would fairly resolve the problem. No express accommodation of the ‘time value of money’ was made in the trial judge’s orders, and the issue had not previously been raised.
In our view, Slea’s submissions should largely be accepted. The parties should seek to agree on the valuation as at the date of this Court’s orders. If the parties are not in agreement, then the matter will return to the Trial Division for resolution by the associate judge. In that scenario, the logical date for valuation is the date of resolution of the ongoing dispute, namely the date of the associate judge’s determination. We do not think it is necessary or desirable for us to venture into the question whether any adjustment of the kind envisaged by the appellants will be made at settlement. In any event, it is possible (we put it no higher) that this might be something to which the parties, or the associate judge, may choose to have regard in determining the valuation.
Fifthly, Slea submitted that its entitlement to exercise the option to acquire the shares of Millsave and Mr Haron should be triggered, not only by them not exercising their own purchase option, or by defaulting in payment having done so, but also by Millsave or Mr Haron deciding to sell their shares. In our view, that criterion is too vague and should not be adopted. Again, however, it seemed to us that Slea’s concern might be addressed by other amendments.
It was not clear whether Slea was concerned that the Court’s orders might be circumvented by a sale to a third party, or whether it was simply seeking to bring forward its own opportunity to acquire the shares from Millsave and Mr Haron. We therefore sought further submissions on these matters.
The parties broadly agreed that they should be precluded from selling their shares to thwart the Court’s orders, but addressed the possibility of their shares being used as security to fund a purchase under either option. For the purpose of preventing circumvention of the process set out by the orders, but without preventing legitimate transactions directed to compliance with those orders, we made an order preventing the parties from selling their shares, other than by way of a transaction for the purpose of giving effect to the Court’s orders, until those orders have been complied with.
Sixthly, the parties raised miscellaneous drafting points, which we adopted.[12]
[12]For the parties’ benefit, these are: a consistent 30-day option period; use of the definite article to refer to the associate judge; and correction of two typographical errors in paragraph 12 (formerly 11).
Seventhly, there was an issue which the Court identified that was not expressly raised by the parties. The orders of the trial judge specified a time by which the parties were to agree the fair value of their respective shares, failing which the value was to be determined by the associate judge. No similar provision was made for agreeing the value of adjustments and deductions relevant to the exercise price of the options before those values were to be determined by the associate judge. The Court queried whether the time for agreeing the value of adjustments and deductions should be the same time as is fixed in relation to the fair value of the shares. We sought submissions on that matter.
In short, the parties agreed that this clarifying amendment was desirable.
Finally, Slea sought a certificate under the Appeal Costs Act 1998. Slea made no submission regarding s 35A(1)(a) of the Act, which precludes reliance on a certificate granted to a company with a paid up capital of $200,000 or more. Plainly, it would be futile to grant a certificate to a company of that description. But in any event, we consider that the grant of a certificate in this case would sit uncomfortably with the policy reflected in this provision, which is to limit public funding of litigation conducted by corporate entities with the means to pay their own legal costs. This was very hard‑fought litigation between parties that clearly had ample financial resources, and the overall outcome has seen both sides claim a measure of success. We did not consider it appropriate to grant a certificate in these circumstances.

One other matter

For completeness, we added to the order a formal referral under rr 64.36(2) and 77.05(1) of the Supreme Court Rules (General Civil Procedure) Rules 2015 to an associate judge to hear and determine such matters as are provided to be decided by an associate judge elsewhere in the orders.

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SCHEDULE OF PARTIES

S EAPCI 2022 0041

MILLSAVE HOLDINGS PTY LTD (ACN 115 160 097)	First Appellant
GLENN ANDREW LEES	Second Appellant
MARK SEAMUS HARON	Third Appellant
v
CONNECTIVE GROUP PTY LTD (ACN 162 397 060)	First Respondent
CONNECTIVE ASSET FINANCE PTY LTD (ACN 111 258 247)	Second Respondent
CONNECTIVE BROKER SERVICES PTY LTD (ACN 161 731 111)	Third Respondent
CONNECTIVE CREDIT SERVICES PTY LTD (ACN 143 651 496)	Fourth Respondent
CONNECTIVE FUNDER SERVICES PTY LTD (ACN 161 732 645)	Fifth Respondent
CONNECTIVE GROUP IP HOLDINGS (NO 1) PTY LTD (ACN 165 282 084)	Sixth Respondent
CONNECTIVE GROUP IP HOLDINGS (NO 2) PTY LTD (ACN 165 281 925)	Seventh Respondent
CONNECTIVE LENDER SERVICES PTY LTD (ACN 161 731 460)	Eighth Respondent
ICONNECT FINANCIAL PTY LTD (ACN 606 838 626)	Ninth Respondent
SLEA PTY LTD (ACN 106 752 434)	Tenth Respondent
CONNECTIVE SERVICES PTY LTD (ACN 107 366 496)	Eleventh Respondent
CONNECTIVE OSN PTY LTD (ACN 106 761 326)	Twelfth Respondent

S EAPCI 2022 0042

MILLSAVE HOLDINGS PTY LTD (ACN 115 160 097)	First Appellant
GLENN ANDREW LEES	Second Appellant
MARK SEAMUS HARON	Third Appellant
GRAHAM EDWARD MALONEY	Fourth Appellant
v
CONNECTIVE SERVICES PTY LTD (ACN 107 366 496)	First Respondent
CONNECTIVE OSN PTY LTD (ACN 106 761 326)	Second Respondent
CONNECTIVE GROUP PTY LTD (ACN 162 397 060)	Third Respondent
CONNECTIVE BROKER SERVICES PTY LTD (ACN 161 731 111)	Fourth Respondent
CONNECTIVE LENDER SERVICES PTY LTD (ACN 161 731 460)	Fifth Respondent
CONNECTIVE FUNDER SERVICES PTY LTD (ACN 161 732 645)	Sixth Respondent
CONNECTIVE GROUP IP HOLDINGS (NO 1) PTY LTD (ACN 165 282 084)	Seventh Respondent
CONNECTIVE GROUP IP HOLDINGS (NO 2) PTY LTD (ACN 165 281 925)	Eighth Respondent
MACQUARIE BANK LIMITED (ACN 008 583 542)	Ninth Respondent
SLEA PTY LTD (ACN 106 752 434)	Tenth Respondent

S EAPCI 2022 0043

MILLSAVE HOLDINGS PTY LTD (ACN 115 160 097)	First Appellant
MARK SEAMUS HARON	Second Appellant
GLENN ANDREW LEES	Third Appellant
GRAHAM EDWARD MALONEY	Fourth Appellant
v
SLEA PTY LTD (ACN 106 752 434)	First Respondent
CONNECTIVE SERVICES PTY LTD (ACN 107 366 496)	Second Respondent
CONNECTIVE OSN PTY LTD (ACN 106 761 326)	Third Respondent
CONNECTIVE GROUP PTY LTD (ACN 162 397 060)	Fourth Respondent
CONNECTIVE BROKER SERVICES PTY LTD (ACN 161 731 111)	Fifth Respondent
CONNECTIVE LENDER SERVICES PTY LTD (ACN 161 731 460)	Sixth Respondent
CONNECTIVE FUNDER SERVICES PTY LTD (ACN 161 732 645)	Seventh Respondent
CONNECTIVE GROUP IP HOLDINGS (NO 1) PTY LTD (ACN 165 282 084)	Eighth Respondent
CONNECTIVE GROUP IP HOLDINGS (NO 2) PTY LTD (ACN 165 281 925)	Ninth Respondent

[2024] VSCA 28

12 March 2024