Re AOA Pty Ltd
[2022] VSC 690
•13 October 2022 (revised 16 November 2022)
| IN THE SUPREME COURT OF VICTORIA | Not Restricted |
AT MELBOURNE
COMMERCIAL COURT
CORPORATIONS LIST
S ECI 2022 01357
IN THE MATTER of AOA PTY LTD (ACN 161 183 562)
BETWEEN:
| AOA PTY LTD (ACN 161 183 562) | Plaintiff |
| v | |
| WANG LAWYERS PTY LTD trading as HERALD LEGAL (ACN 166 464 642) | Defendant |
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JUDGE: | Gardiner AsJ |
WHERE HELD: | Melbourne |
DATE OF HEARING: | 13 October 2022 |
DATE OF RULING: | 13 October 2022 (revised 16 November 2022) |
CASE MAY BE CITED AS: | Re AOA Pty Ltd |
MEDIUM NEUTRAL CITATION: | [2022] VSC 690 |
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CORPORATIONS – Application to set aside a statutory demand pursuant to s 459G of the Corporations Act 2001 (Cth) – Solicitors for the plaintiff withdrew prior to hearing – Rule 1.16 of Supreme Court (General Civil Procedure) Rules 2015 (Vic) (‘the Rules’) – Worldwide Enterprises Pty Ltd v Silberman [2009] VSC 165 applied – Director not permitted to advocate on corporate plaintiff’s behalf – Defendant the former solicitor for the plaintiff in proceedings in the County Court of Victoria – Dispute arose in respect of fees payable by a plaintiff to the defendant for acting in that proceeding – Defendant applied for costs determination under s 188 of the Legal Profession Uniform Law 2014 (NSW) in which grievances of plaintiff were considered by costs assessor and reduction made to the bill of costs – Defendant registered the determination in respect of costs assessment pursuant to s 70 of the Legal Profession Uniform Law Application 2014 (NSW) in Local Court of New South Wales – Plaintiff alleges genuine dispute and offsetting claim – Finding that contention as to genuine dispute not available by reason that defendant’s claim is based on judgment debt – No offsetting claim raised in plaintiff’s affidavit material – Contention that demand should be set aside for ‘some other reason’ under s 459J dismissed – Application dismissed with costs fixed by the court – Defendant as solicitor not entitled to charge legal costs for acting on its own behalf Legal Profession Uniform Law – Bell Lawyers Pty Ltd v Pentelow (2019) 269 CLR 333 applied – Court fixes defendant’s costs for counsel.
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APPEARANCES: | Counsel | Solicitors |
| The Plaintiff in person | ||
| For the Defendant | Mr J Leung | Wang Lawyers Pty Ltd |
HIS HONOUR:
The plaintiff, AOA Pty Ltd (‘AOA’), makes an application by originating process filed on 20 April 2022 to set aside a statutory demand served on it by the defendant (‘the Demand’), Wang Lawyers Pty Ltd, trading as Herald Legal (‘Herald Legal’), dated 28 March 2022 and served on AOA on 29 March 2022.
The originating process also seeks an order in the alternative that the Demand be set aside under s 459J of the Corporations Act 2001 (Cth) (‘the Act’). AOA further claims in the alternative that the Demand be varied pursuant to s 459H(1)(a) of the Act.
AOA’s application is supported by an affidavit of its sole director, Andy Wang, filed 20 April 2022 and its former solicitor, Newton Yue Han, filed 26 May 2022. Herald Legal relies on an affidavit of its director, Gang Wang, filed 20 June 2022. To avoid confusion and intending no disrespect to Gang Wang, I will refer to him in these reasons as ‘the solicitor’ and the defendant as ‘the solicitors’.
The demand claims that AOA owes Herald Legal $13,225.66. The schedule to the Demand describes the debt as ‘judgment debt of Local Court of New South Wales dated 11 March 2022’ and states the amount of the debt as being $13,225.66. Because it was a Demand based on a judgment debt, the Demand was not required to be accompanied by a verifying affidavit under s 459E(3) of the Act.
This proceeding has been before the Court on two previous occasions. On the first occasion, 4 May 2022, AOA was represented by Ms Carruthers of counsel and Herald Legal was represented by Mr Leung of counsel. I made directions and set the matter down for hearing on 27 September 2022.
On 6 July 2022, Verge Legal, the solicitors who had appeared on behalf of AOA, filed a notice of solicitor ceasing to act for AOA pursuant to r 20.03 of the Supreme Court (General Civil Procedure) Rules 2015 (Vic) (‘the Rules’).
On 27 September 2022, the proceeding came before me for hearing. Mr Andy Wang, the sole director of AOA, sought to appear on behalf of AOA. It was apparent from the outset of the hearing that Mr Wang required the assistance of an interpreter and the matter could not proceed that day.
In the circumstances, I considered that it was in the interests of expedition and justice that an interpreter be appointed by the Court in order that the matter could proceed on the adjourned date.
I indicated in the remarks section of the order I made on 27 September 2022 that this was not to be taken as an indication that Mr Wang would be permitted to advocate a position on AOA’s behalf at the hearing. Rather, the purpose of the appointment of an interpreter was for Mr Wang to be able to follow the course of proceedings. I observed that if Mr Wang wished that matters be advanced on AOA’s behalf on the adjourned date, it would be necessary for him to secure legal representation to appear on AOA’s behalf. In this regard, I made reference to r 1.17 of the Rules in relation to the requirement of a company to retain a solicitor to represent it in proceedings before the Court. I requested that the solicitor for Herald Legal, who was apparently conversant with the language spoken by Mr Wang, communicate with Mr Wang as soon as practicable and advise him of what had transpired at the hearing on 27 September 2022, the need for him to engage new legal representation on AOA’s behalf, and to provide him with a copy of this order.
In an email communication to my associate on 12 October 2022, Mr Wang stated:
[M]y lawyer is no longer representing my case. I am the only director of the company. … My English is not good, and I am not familiar with the law. I am the only one in the Court this time …
Mr Wang indicated that that email was sent with the assistance of Google Translate.
When the matter returned to Court today, Mr Wang confirmed through an interpreter that he had not been able to secure new representation for AOA. I indicated that he was entitled to observe the hearing and have the proceedings interpreted to him by the interpreter appointed by the Court, but I declined to allow him to advocate on AOA’s behalf in the application. My reasons for doing so are as follows.
Rule 1.17(1) of the Rules provide that:
Except where otherwise provided by or under any Act or these Rules, a corporation, whether or not a party, shall not take any step in a proceeding save by a solicitor.
The application of the rule was considered by Forrest J in Worldwide Enterprises Pty Ltd v Silberman (‘Worldwide Enterprises’).[1] Forrest J identified a number of circumstances relevant to the exercise of the discretion:
[1][2009] VSC 165 (‘Worldwide Enterprises’).
In light of the foregoing discussion, the following principles, I think, can be distilled:
(a)The starting point, as rule 1.17 shows, is that usually a company will not be permitted to appear without a legal representative. However, the rule is not absolute.
(b)Where such circumstances warrant it, a company may be permitted to “take a step” without being represented by a legally qualified person.
(c)The following matters are relevant to determining whether such circumstances have been shown.
(i)The manner in which the case has progressed at the time that the application is made.
(ii) The manner in which the case can proceed in the future without a solicitor;
(iii) The complexity of the issues involved in the case.
(iv) Whether the lack of disciplinary measures in relation to the person seeking to represent the company will affect the administration of justice;
(v) Whether the case can be conducted in an orderly and responsible fashion without a solicitor;
(vi) Whether there are financial considerations which would inhibit a company from obtaining legal representation;
(vii) The stage which the case has reached;
(viii) Whether the defendant is likely to expend more funds in defending the claim absent a solicitor acting for the company;
(ix) What effect, if any, permitting a company to appear without a solicitor will have on Court resources and, particularly, the effect upon other litigants in the Court List.[2]
[2]Ibid [20].
In appropriate circumstances, the Court may be persuaded to exercise its discretion under r 2.04(1) to dispense with the requirement of r 1.17. That rule provides:
(1)The Court may dispense with compliance with any of the requirements of these Rules, either before or after the occasion for compliance arises.
In Rossi Homes Pty Ltd v Victorian Civil and Administrative Tribunal,[3] Derham AsJ observed in respect of r 1.17 (at [4]):
In light of the way the application was presented it is appropriate to re-iterate, if only for the plaintiff’s benefit, that a registered company is a separate legal entity, distinct from its shareholders and directors. A company’s status as a legal entity is a creature of the law. Similarly, the law has imbued the company with rights and obligations. One of those rights is that a creditor’s recourse will, generally, be limited to the assets of the company, as distinct from the assets of the individuals who stand behind it. However, whilst ‘incorporation confers many benefits on those connected with a company, it also imposes some burdens, one of which is that, in litigation, a company must normally be represented by a lawyer’.[4]
[3][2018] VSC 95.
[4]Ibid [4].
Later in his judgment, Derham AsJ observed:
This rule is a restatement of the common law position. It is a matter of practice and procedure. This Court, as a superior court of record, has a discretion to determine who will be allowed to appear before it. The Court has, however, a long established general rule that it will not allow an appearance by a person who has not been admitted to practice before it. The rule is expressed to be subject to other provisions of the Rules, which necessarily includes r 2.04, which, by its terms, enables a court to dispense with compliance with the requirements of the Rules. It is not uncommon for limited leave to be given for a director to represent a company where, for example, the matters to be addressed are straight forward, such as where directions for the conduct of a proceeding are made, as was the case when Mr Rossi appeared before Clayton JR on 14 February 2018 and the determination of his application under r 1.17 of the Rules was referred for separate determination.[5]
[5]Ibid [6] (citations omitted).
The hearing today was the final hearing of the proceeding. Applications to set aside statutory demands are somewhat unusual proceedings in that they are conducted entirely by affidavit and only in the very rarest of circumstances is cross-examination on affidavits permitted and then, for limited purposes, such as resolving issues as to service.[6] The hearings generally proceed by way of oral and written submissions, which are tethered to the affidavit evidence.
[6]See Mibor Investments Pty Ltd v Commonwealth Bank of Australia [1994] 2 VR 290, 292–3.
AOA’s position is confined by the operation of the principle that an application to set aside a statutory demand is confined to the matters raised in the affidavit evidence filed within the 21-day period after service of the statutory demand. Other than elaboration on the matters raised in that affidavit, further evidence is limited to the matters originally mentioned or available by inference in that affidavit evidence and submissions must be referrable to that evidence.[7]
[7]Sceam Construction Pty Ltd v Clyne (2021) 64 VR 404.
While the legal representatives for AOA would have been entitled to make submissions had they continued to appear in the proceeding, the elements of AOA’s position are identified in its affidavit evidence. Those affidavits appear to have been carefully drafted by a solicitor or counsel experienced in these type of applications. I am readily able to discern the grounds that AOA wishes to raise and will obviously consider them and in that sense AOA does not suffer the prejudice it would suffer if it was a conventional inter partes proceeding with cross examination of witnesses.
Other than Mr Wang indicating that his former lawyer is no longer representing AOA, there is no evidence that AOA is without resources to engage a lawyer and I did not understand Mr Wang to contend that the reason for AOA not engaging new legal representation was because of lack of funds.
I am also mindful of the fact that the Demand makes a claim for only $13,225.66 for payment of the judgment debt. I have a responsibility under the Civil Procedure Act 2010 (Vic) to deal with the application as expeditiously and economically as possible. Although these proceedings are concerned with whether there is a genuine dispute, offsetting claim, or ‘some other reason’ why a demand should be set aside and are not debt collection proceedings, my obligations in respect of proportionality in that regard are acute when considering the costs of conducting a proceeding in the Supreme Court involving such a small sum.
I decline to allow Mr Wang to represent the company at the hearing today. I will assume that AOA continues to rely on the affidavit of Mr Wang filed on 20 April 2020 and of its then solicitor Newton Yue Han filed 26 May 2022. The latter affidavit translated various exhibits to Mr Wang’s affidavit of 19 April 2022.
The affidavit evidence relied upon by AOA Pty Ltd
In his affidavit, Mr Wang describes the engagement of Herald Legal in connection with potential legal actions against Xiaoxiao Wang (‘Xiaoxiao’), a former trainee of the driving school conducted by AOA, in respect of defamatory remarks that she had allegedly made on social media about AOA. Advice was obtained from Herald Legal about AOA’s prospects in respect of such legal actions, together with information concerning the position regarding Herald Legal’s legal fees.
Mr Wang subsequently instructed Herald Legal to commence proceedings in the County Court of Victoria. Discussions took place in or around November 2018 as to Herald Legal’s estimated fees and disbursements. The proceedings that were ultimately issued in the County Court were successful and Xiaoxiao was ordered to pay AOA damages assessed at $5,000.00 together with $10,500.00 in costs. Mr Wang states that he was disappointed with this outcome and expected to receive a good deal more based on the representations made to him by Herald Lawyers. Up to 3 February 2021, he had paid a total of $8,332.00 to Herald Lawyers and voiced disquiet to them in that regard. Herald Lawyers issued various invoices to AOA in connection with the proceeding and it is the unpaid balance of those invoices that is the subject of the claim made in Demand.
Because those fees were not paid, Herald Legal made application to the Supreme Court of New South Wales for a costs assessment on 3 August 2021. On or around 3 February 2022, Mr Wang received a notice from the Supreme Court of New South Wales attaching a Certificate of Determination dated 28 November 2021. That Certificate of Determination was issued by the Costs Assessor, Ms Armitage. It determined that the 26 November 2018 costs agreement with Herald Legal and AOA was void by reason that Herald Legal was non-compliant with certain disclosure provisions. The determination noted that the total cost claim by Herald Legal, $36,474.63 including GST, comprised $28,827.90 for its fees together with disbursements of $7,646.63. Ms Armitage reduced this amount by $11,180.77 to $25,293.76 to reflect what would have been the reasonable costs for Herald Legal acting for AOA in the matter.
Mr Wang identifies the following grounds for setting aside the Demand:
(a) AOA disputes that the debt the subject of the Demand is due and payable;
(b) the Demand does not comply with the form prescribed by schedule 2 of the Corporations Regulations 2001 (Cth); and
(c) the use of a statutory demand to pursue debts in the circumstances described is an abuse of process.
The genuine dispute described in the affidavit relates to the representations made on the occasion of Herald Legal’s engagement and are outlined in paragraph 32 of Mr Wang’s affidavit. He complains about alleged misrepresentations as to the damages he would be awarded and the position of payment of Herald Legal’s legal fees by AOA. He states that the costs disclosure agreement he entered into did not accurately reflect the earlier representations made by the solicitor. He also states that Herald Legal had not accounted for $3,736.10 from Christopher James Lawyers, who were Xiaoxiao’s solicitors in the defamation claim. Those costs were associated with the setting aside of a default judgment, which had been entered against Xiaoxiao. Mr Wang states that he is ‘not aware that $3,736.10 had been paid by Christopher James Lawyers to Herald Legal’.
As to the defects in the Demand, Mr Wang states:
(a) the Demand was not accompanied by an affidavit in support;
(b) he has not been served with a copy of the judgment of the Local Court of New South Wales of 11 March referred to in the Demand;
(c) Herald Legal has omitted the notice under paragraph 5 required in the form 509H of the Corporations Regulations 2001 (Cth) stating, in bold, of the consequences for the failure to respond to the Demand; and
(d) the notes in the form of a statutory demand which gives notice that the statutory period is 21 days were omitted.
As I indicated, the affidavit Newton Yue Han, the former solicitor for AOA, translates email correspondence passing between Mr Wang and Herald Legal, and do not add anything further to the matter.
The affidavit evidence of Herald Legal
In his affidavit of 20 June 2022, in opposition to the application, the solicitor indicates that he is the principal of Herald Legal and outlines the general background to the matter, which is not controversial for present purposes. He takes issue with Mr Wang’s evidence in respect of the representations made at and after the engagement of Herald Legal. The solicitor deposes that Mr Wang has been living in New Zealand and Australia for more than 30 years and on the occasion that he spoke with him, he did not find he had difficulty understanding English. He is the sole director of AOA and runs four businesses.
The solicitor indicates that on 29 March 2019, Herald Legal issued proceedings in the County Court of Victoria on behalf of AOA against Xiaoxiao. On 31 May 2019, Herald Legal applied for, and obtained, default judgment for the defamation proceeding that was later entered by the County Court. On 12 August 2019, Xiaoxiao, through her lawyers, Christopher James Lawyers, filed an application to aside the default judgment. That judgment was ultimately set aside by consent on 3 September 2019 on the basis that Xiaoxiao pay AOA’s costs thrown away of $3,735.10. Those costs were paid to Herald Legal’s trust account on 3 October 2019 and were applied to pay legal fees.
On 4 September 2019, Xiaoxiao filed a defence. On 4 December 2019, Christopher James Lawyers filed a Notice of Ceasing to Act for her. Because of the COVID-19 pandemic and the fact that Xiaoxiao was no longer represented, the proceeding did not progress in the first half of 2020. On 4 November 2020, the Court held a directions hearing in the matter but Xiaoxiao did not attend Court. The Court made self-executing orders that Xiaoxiao’s defence be struck out. She did not file an affidavit as to why she failed to appear at the directions hearing by 18 November 2020 and the matter proceeded to a damages assessment, which was ultimately heard on 7 June 2021.
The solicitor states that on many occasions during the proceedings, Mr Wang told him on the telephone that he was experiencing financial difficulties because of the COVID-19 pandemic, that he was only able to pay the barrister’s fee, and he would pay the firm’s legal costs once his business was ‘going better’. This was agreed to.
In March 2021, Mr Wang had an opportunity to sell the property that was put up as security for AOA’s fees and sought the solicitor’s consent to release the property as the security for AOA’s performance of the costs agreement. The solicitors agreed to that and provided consent.
In June 2021, Mr Wang was requested to provide the evidence of damages of AOA for the purposes of the damages assessment. After a preliminary assessment of AOA’s documents, the solicitors advised Mr Wang that the financial reports did not support his loss claim. Mr Wang instructed the solicitor over the telephone to proceed regardless of the quantum of the damages that would be awarded. He told the solicitor that the most important thing was to get the order against Xiaoxiao and restore his reputation. Mr Wang stated that he may not be able to find Xiaoxiao as she had gone overseas after she and her husband had damaged his car a few months prior.
Mr Wang’s counsel, Mr Karan Raghavan, attended the damages assessment hearing. The Court found that AOA’s financial loss was not substantial. In reliance on AOA’s financial reports, the Court ordered $5,000.00 for the damages to AOA with costs fixed at $10,500.00.
The solicitor confirms that on 3 August 2021, Herald Legal applied for a costs assessment under s 198 of the Legal Profession Uniform Law (NSW) after Mr Wang declined Herald Legal’s offers to settle the legal fees in dispute. The solicitor confirms that the assessment was undertaken by Ms Armitage and that Mr Wang engaged to some extent with the costs assessment. In this regard, in September 2021, Mr Wang sent an email noting various complaints to Ms Armitage.
On 28 November 2021, Ms Armitage issued a certificate of determination of costs, together with her reasons. She determined that the total amount payable by AOA to Wang Lawyers should be reduced to $13,225.66.
The solicitor states on 11 March 2022, the amount of $13,225.66 was registered as an order in the New South Wales Local Court payable by AOA to Wang Lawyers Pty Ltd in accordance with s 70 of the Legal Profession Uniform Law Application Act 2014 (NSW).
Consideration
I reject AOA’s contention that it has a genuine dispute in respect of the judgment debt.
The debt claimed in the Demand arises from legal fees incurred by AOA when it engaged Herald Lawyers to act for it in a defamation proceeding in the County Court of Victoria from 2018 to 2021. A dispute arose between AOA and Herald Legal concerning those fees and Herald Legal applied for a costs determination under s 198 of the Legal Profession Uniform Law (NSW). The determination was undertaken by Ms Armitage, who issued a certificate determining the costs on 28 November 2021. Herald Legal had originally claimed the sum of $28,827.90, but because of Herald Legal’s non-compliance with certain elements of the Legal Profession Uniform Law2014 (NSW) , she reduced Herald Legal’s claim by $11,180.77. Ms Armitage determined, bringing into account disbursements and costs which had already been paid by AOA, that the amount payable by AOA was $13,225.66, the amount claimed in the Demand.
Herald Legal then registered the determination in respect of the costs assessment with the New South Wales Local Court pursuant to s 70 of the Legal Profession Uniform Law Application Act 2014 (NSW).
In my opinion, AOA faces an insurmountable hurdle in successfully contending that there is a genuine dispute in respect of the debt claimed in the Demand. The doctrine of res judicata operates in the context of statutory demands so that where there is a debt that is the subject of a judgment of a court of competent jurisdiction, there cannot generally be a genuine dispute between the parties with respect to that debt.[8]
[8]See Farid Assaf, Assaf’s Winding Up in Insolvency (LexisNexis, 3rd ed, 2021) [6.29] and following.
Section 73 of the Legal Profession Uniform Law Application Act 2014 (NSW) provides that ‘a costs determination is binding on all parties and no appeal or other assessment lies in respect of the determination, except as provided by this Part’. Section 83 of that Act provides a time limit for a party to apply for a review of a costs determination. Here, there has been no such application for review under the provisions of that Act. I agree with Herald Legal’s submission that AOA cannot contend it has a genuine dispute in respect of the claim that has been registered as a judgment of the New South Wales Local Court.
As to AOA’s claim in its originating process that it has an offsetting claim, I also agree with Herald Legal’s submission that there is no offsetting claim raised in AOA’s evidence nor is such a claim available by inference. Ms Armitage’s determination reveals that the complaints made in Mr Wang’s affidavit as to costs disclosure and quantum of fees have been taken into account in the process of the costs determination. Ms Armitage ultimately determined that Herald Legal had not complied with its obligations under the Legal Profession Uniform Law 2014 (NSW) and reduced the costs payable to a level that she considered were reasonable rates for legal fees in defamation proceedings.
As has been mentioned, AOA also contends that there are matters that give rise to grounds by which the statutory demand ought to be set aside under s 459J of the Act.
The first of these is that AOA was not served with a supporting affidavit accompanying the Demand. I reject that contention. By reason that the debt claimed in the Demand was the subject of an order of the New South Wales Local Court, such an affidavit was not required.[9]
[9]See Corporations Act 2001 (Cth) s 459E(3).
AOA also complains that a copy of the judgment or order was not served with the Demand, but there is no requirement in the Corporations Act 2001 (Cth), the Supreme Court (Corporations) Rules2013 (Vic) or the Corporations Regulations 2001 (Cth), where a demand makes a claim in respect of a judgment debt, for a copy of that judgment or order to be provided with the demand.
AOA also claims that the Demand should be set aside by reason of the absence of the warning notes contained in the prescribed form of statutory demand concerning the requirement to make an application to set aside a statutory demand within the statutory period.[10] AOA contends that the Demand was in a form that was ‘likely to mislead, confuse or fail to properly’ inform the debtor of the substantive requirements of s 459E. I agree with Herald Legal’s submission that in order for defects in a statutory demand to give rise to a basis for setting it aside under s 459J, it needs to be established that substantial injustice will be caused unless the statutory demand is set aside.
[10]Form 509H of the Corporations Regulations 2001 (Cth).
The absence of the notes prescribed under the Corporations Regulations 2001 (Cth) does not, in my view, meet that test. Clearly, AOA was able to engage legal representatives within the time limited for compliance with the Demand who were able to make proper application to set aside the Demand in compliance with s 459G. As I have said, the application was supported by a lengthy affidavit obviously drawn with the assistance of counsel or a solicitor experienced in this area. It could not be contended that AOA or Mr Wang did not or could not understand the effect of the statutory demand and the consequences of a failure to comply with it.
In my opinion, AOA’s application should be dismissed with costs. In accordance with the decision of the High Court in Bell Lawyers v Pentelow,[11] Herald Legal are not entitled to charge legal professional costs for representing themselves in this proceeding but they are entitled to recover the cost of engaging counsel to represent themselves.
[11](2019) 269 CLR 333.
Mr Leung states that his costs on scale are $5,816.25 and asks that they be fixed in that sum. This is comprised of preparation and his appearance at the first hearing of this matter on 4 May 2022, for which he seeks $1,058.75; settling the affidavit of Gang Wang and preparation of submissions, $1,732.50; appearance on 27 September 2022, $1,100.00; and the appearance today, $1,925.00 for half a day. I consider these items to be fair and reasonable and I consider that it is appropriate to fix Mr Leung’s charges in that sum.
I will order that the proceeding be dismissed. AOA is to pay Herald Legal’s costs of its counsel, including reserved costs. I fix those costs at $5,816.25.
SCHEDULE OF PARTIES
| S ECI 2022 01357 | |
| BETWEEN: | |
| AOA PTY LTD (ACN 161 183 562) | Plaintiff |
| - v - | |
| WANG LAWYERS PTY LTD trading as HERALD LEGAL (ACN 166 464 642) | Defendant |
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