PNR International Pty Ltd ACN 085 194 092 v CII Group Pty Ltd ACN 106 253 310 (No 5)

[2025] NSWSC 211

Supreme Court

New South Wales

• Amendment notes

Medium Neutral Citation:	PNR International Pty Ltd ACN 085 194 092 v CII Group Pty Ltd ACN 106 253 310 (No 5) [2025] NSWSC 211
Hearing dates:	12 March 2025
Date of orders:	12 March 2025
Decision date:	12 March 2025
Jurisdiction:	Equity - Commercial List
Before:	Stevenson J
Decision:	Direction pursuant to section 90-15 of the Insolvency Practice Schedule (Corporations), Schedule 2 of the Corporations Act 2001 (Cth), that the Provisional Liquidators are justified and acting reasonably in paying sums to Quay Group Pty Ltd and Westport Pty Ltd
Catchwords:	CORPORATIONS – winding up – liquidators – powers – company holding rental collections on behalf of third parties – where provisional liquidators have determined that company has no entitlement to funds – where potential dispute about that matter – whether provisional liquidators justified and acting reasonably in paying the funds to those third parties
Legislation Cited:	Corporations Act 2001 (Cth)
Category:	Procedural rulings
Parties:	PNR International Pty Ltd ACN 085 194 092 (First Plaintiff/Seventh Cross-Defendant on First Cross-Claim) Paul Sathio (Second Plaintiff/Eleventh Cross-Defendant on First Cross-Claim) CII Group Pty Ltd ACN 106 253 310 (First Defendant/First Cross-Claimant on First Cross-Claim) Iwan Sunito (Second Defendant/Second Cross-Claimant on First Cross-Claim/First Cross-Defendant on Second Cross-Claim) Stateland East Pty Ltd ACN 106 277 918 (provisional liquidators appointed) (Third Defendant/First Cross-Defendant on First Cross-Claim) Crown Eastlakes Pty Ltd (provisional liquidators appointed) ACN 602 863 838 (Fourth Defendant) Crown Group Holdings Pty Ltd (provisional liquidators appointed) ACN 125 413 443 (Fifth Defendant) Skye Suites Mgt Pty Ltd (provisional liquidators appointed) ACN 600 398 043 (Sixth Defendant) Skye Suites PPE Pty Ltd (provisional liquidators appointed) ACN 651 348 980 (Seventh Defendant) Crown Top Ryde City Pty Ltd (provisional liquidators appointed) ACN 148 959 157 (Eighth Defendant) Crown 175 Pty Ltd (provisional liquidators appointed) ACN 602 034 140 (Ninth Defendant) Crown North Pty Ltd (provisional liquidators appointed) ACN 154 885 908 (Tenth Defendant) Crown North Developments Pty Ltd (provisional liquidators appointed) ACN 154 885 917 (Eleventh Defendant) Crown Central Pty Ltd (provisional liquidators appointed) ACN 156 280 634 (Twelfth Defendant) Crown Central Developments Pty Ltd (provisional liquidators appointed) ACN 156 440 023 (Thirteenth Defendant) Crown W Pty Ltd (provisional liquidators appointed) ACN 155 463 237 (Fourteenth Defendant) Crown W Developments Pty Limited ACN 156 136 186 (Fifteenth Defendant) Crown W1 Pty Ltd (provisional liquidators appointed) ACN 162 085 181 (Sixteenth Defendant) Crown W1 Developments Pty Ltd (provisional liquidators appointed) ACN 162 085 190 (Seventeenth Defendant) Crown Green Square Pty Ltd (provisional liquidators appointed) ACN 161 698 148 (Eighteenth Defendant) Crown Green Square Developments Pty Ltd (provisional liquidators appointed) ACN 161 698 040 (Nineteenth Defendant) Crown W48 Pty Ltd (provisional liquidators appointed) ACN 168 659 827 (Twentieth Defendant) Crown Property Agency Pty Ltd (provisional liquidators appointed) ACN 153 459 299 (Twenty-First Defendant) Crown Mkt Pty Ltd (provisional liquidators appointed) ACN 164 326 694 (Twenty-Second Defendant) Crown Group Construction Pty Ltd (provisional liquidators appointed) ACN 135 132 884 (Twenty-Third Defendant) CMGT Pty Limited (provisional liquidators appointed) ACN 140 645 432 (Twenty-Fourth Defendant) Crown Capital Pty Ltd (provisional liquidators appointed) ACN 125 221 267 (Twenty-Fifth Defendant) Crown Landmark Pty Limited (provisional liquidators appointed) ACN 138 194 608 (Twenty-Sixth Defendant) Crown Landmark Development Pty Ltd (provisional liquidators appointed) ACN 140 255 090 (Twenty-Seventh Defendant) Crown Group Properties Pty Ltd (provisional liquidators appointed) ACN 141 962 549 (Twenty-Eighth Defendant) Crown Top Ryde Pty Limited (provisional liquidators appointed) ACN 143 579 864 (Twenty-Ninth Defendant) Crown West End Pty Ltd (provisional liquidators appointed) ACN 616 219 722 (Thirtieth Defendant) Crown Sturt Pty Ltd ACN 616 219 759 (Thirty-First Defendant) Crown GS Ret AI L Pty Ltd (provisional liquidators appointed) ACN 618 027 731 (Thirty-Second Defendant) Crown Eastlakes Developments Pty Ltd (provisional liquidators appointed) ACN 620 434 504 (Thirty-Third Defendant) Crown Eastlakes South Developments Pty Ltd (provisional liquidators appointed) ACN 620 434 639 (Thirty-Fourth Defendant) Crown Mascot Pty Ltd ACN 624 001 485 (Thirty-Fifth Defendant) Crown W48 Developments Pty Ltd ACN 629 779 773 (Thirty-Sixth Defendant) Crown Pacific Management Pty Ltd ACN 633 394 439 (Thirty-Seventh Defendant) Crown Dev Mgt Pty Ltd (provisional liquidators appointed) ACN 633 649 304 (Thirty-Eighth Defendant) Crown Cornerstone Investments Pty Ltd ACN 138 199 112 (Thirty-Ninth Defendant) Crown Global Capital Pty Ltd (provisional liquidators appointed) ACN 604 292 140 (Fortieth Defendant) Crown Avi Finco Pty Ltd (provisional liquidators appointed) ACN 659 393 736 (Forty-First Defendant) CGBM Pty Ltd (provisional liquidators appointed) ACN 616 500 577 (Forty-Second Defendant) Skye Suites Arc Pty Ltd (provisional liquidators appointed) ACN 627 323 586 (Forty-Third Defendant) Skye Suites V Pty Ltd (provisional liquidators appointed) ACN 626 055 561 (Forty-Fourth Defendant) Skye Suites Infinity Pty Ltd (provisional liquidators appointed) ACN 628 491 378 (Forty-Fifth Defendant) Quay Group Pty Ltd (Second Cross-Defendant on First Cross-Claim/First Cross-Claimant on Second Cross-Claim) Westport Pty Ltd (Third Cross-Defendant on First Cross-Claim/Second Cross-Claimant on Second Cross-Claim) Crown International Holdings Group Pty Ltd (Fourth Cross-Defendant on First Cross-Claim) Crown Mount Hunter Pty Ltd (Fifth Cross-Defendant on First Cross-Claim) Cheung Kwong Group Pty Ltd (Sixth Cross-Defendant on First Cross-Claim) Cheung Kwong Enterprise Pty Limited (Eighth Cross-Defendant on First Cross-Claim) Opiton Pty. Ltd. (Ninth Cross-Defendant on First Cross-Claim) Shun Lee Pty. Limited (Tenth Cross-Defendant on First Cross-Claim) Andrew Sallway & Duncan Clubb as joint and several provisional liquidators of Crown Group Properties Pty Ltd (provisional liquidators appointed) ACN 141 962 549 (Provisional Liquidators/Applicants)
Representation:	Counsel: J R Anderson (Provisional Liquidators/Applicants) G E S Ng SC (Second to Third Cross-Defendants on First Cross-Claim/First and Second Cross-Claimants on Second Cross-Claim) Solicitors: Ashurst Australia (Plaintiffs/Seventh and Eleventh Cross-Defendants on First Cross-Claim) King & Wood Mallesons (Australia) (First and Second Defendants/Cross-Claimants on First Cross-Claim/First Cross-Defendant on Second Cross-Claim) Vincent Young (Third Defendant/First to Fourth Cross-Defendants on First Cross-Claim/First and Second Cross-Claimants on Second Cross-Claim) Johnson Winter & Slattery Lawyers (Provisional Liquidators/Applicants) AHD Lawyers Pty Limited (Sixth and Eighth Cross-Defendants on First Cross-Claim) Amberlake Lawyers Pty Ltd (Eighth and Ninth Cross-Defendants on First Cross-Claim)
File Number(s):	2022/352887

EX TEMPORE JUDGMENT (REVISED)

1. The provisional liquidators of Crown Group Properties Pty Ltd, the 28^th defendant in these proceedings, seeks a direction under s 90-15 of the Insolvency Practice Schedule (Corporations), ^[1] that they would be justified and acting reasonably in paying:

“…$531,074.81 to Quay Group Pty Ltd (Quay Group) and Westport Pty Ltd (Westport) as follows:

(a)    $408,547.26 to Quay Group, being rental payments collected by [Crown Group Properties Pty Ltd] for Quay Group prior to the appointment of the Provisional Liquidators; and

(b)   $122,527.55 to Westport, being rental payments collected by [Crown Group Properties Pty Ltd] for Westport prior to the appointment of the Provisional Liquidators.”

1. Schedule 2 of the Corporations Act 2001 (Cth).

2. Quay Group and Westport are also parties to these proceedings.

3. The proceedings in substance involve a dispute between the second plaintiff, Mr Paul Sathio, and the second defendant, Mr Iwan Sunito, concerning the management of the "Crown Group" of companies. Crown Group Properties Pty Ltd is or was a member of the Crown Group. Quay Group and Westport were not members of the Crown Group, but participated in similar activities to the Crown Group in relation to other entities associated with Mr Sathio and Mr Sunito. Mr Sathio and Mr Sunito, the principal protagonists in these proceedings, are also directors of Quay Group and Westport along with Mr Anthony Sun.

4. The provisional liquidators have reviewed the books and records of Crown Group Properties Pty Ltd and have concluded that:

1. the two sums proposed to be paid represent rent collected by Crown Group Properties Pty Ltd, prior to the appointment of the provisional liquidators, on behalf of Quay Group and Westport in relation to properties owned by those two companies at Five Dock and Strathfield; and

2. Crown Group has no entitlement to the funds.

5. On 7 February 2025, the provisional liquidators, by their solicitors, wrote to the respective solicitors for Messrs Sathio and Sunito seeking their consent to payment of the sums in question to the trust account of Vincent Young, the solicitor acting for Quay Group and Westport.

6. Only Mr Sunito indicated his opposition by sending an email to the provisional liquidators on 13 February 2025 in the following terms:

“The email below and attachments have been forwarded by KWM to me regarding Vincent Young letter requesting the release of the rental fund in your account to Vincent Young Bank account.

I would like to state my objection to the release of the fund to Vincent Young bank account for the following reasons:

Both parties are foreshadowing Court applications in relation to the funds and so it is pointless for Sathio to send correspondence regarding his alleged claim that cannot be backed up by proper legal arguments, and submissions in Court if needed.

As the director and shareholders, I have never been consulted and given my consent to the appointment and scope of work by [Vincent] Young on behalf of Quay Group and Westport and to the use of their bank account on behalf of Quay Group and Westport.”

7. I cannot see how any dispute concerning Vincent Young's retainer could have any bearing on whether I should make the orders now proposed.

8. The provisional liquidators seek the Court's direction because of the ongoing disputation between Messrs Sathio and Sunito which, as Mr Sathio's communication suggests, has spilled over into the affairs of Quay Group and Westport.

9. Quay Group is in urgent need for $153,041.10 to meet obligations due to a creditor Rainfall Pty Ltd, which fall due at 5pm today.

10. Mr Ng SC, who appears for Quay Group and Westport, informed me that, although the orders that I am asked to make do not require this, it is the provisional liquidators' intention to pay the sums referred to above, other than the $153,041.10, into Vincent Young's trust account. That is not a requirement of the orders that the provisional liquidators seek and nothing in these reasons should be taken as the Court expressing any view about the appropriateness of that.

11. In those circumstances, I make these orders:

1. Vacate the listing on 14 March 2025.

2. Direct pursuant to section 90-15 of the Insolvency Practice Schedule (Corporations) (IPS), Schedule 2 of the Corporations Act 2001 (Cth), that the Provisional Liquidators are justified and acting reasonably in paying $531,074.81 to Quay Group Pty Ltd (Quay Group) and Westport Pty Ltd (Westport) as follows:

1. $408,547.26 to Quay Group, being rental payments collected by CGP for Quay Group prior to the appointment of the Provisional Liquidators.

2. $122,527.55 to Westport, being rental payments collected by CGP for Westport prior to the appointment of the Provisional Liquidators.

3. The Court further directs, pursuant to section 90-15 of the IPS, that the Provisional Liquidators of CGP are justified and acting reasonably in paying, on behalf of Quay Group, the sum of $153,041.10 to Rainfall Pty Ltd by 5pm on 12 March 2025, which sum shall be treated as forming part of any payment to Quay Group made in accordance with order 2(a) above.

4. The Provisional Liquidators' costs of this application be costs in the provisional liquidation of Crown Group Properties Pty Ltd (provisional liquidators appointed).

5. Reserve liberty to the Australian Securities and Investments Commission to apply to vary or discharge these orders, such liberty to be exercised by 5:00 pm on 17 March 2025.

6. The Provisional Liquidators of Crown Group Properties Pty Ltd (in prov liq) give notice of the making of these orders to the Australian Securities and Investments Commission as soon as practicable and, in any event, by 4:00 pm on 13 March 2025.

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Endnote

Amendments

17 March 2025 - Name corrected to "Mr Sunito" at [6].

Decision last updated: 17 March 2025