Re ISU Solutions Pty Ltd and Imprenditore Pty Ltd

IN THE SUPREME COURT OF VICTORIA Not Restricted

AT MELBOURNE

COMMERCIAL COURT
CORPORATIONS LIST

S ECI 2025 00606

IN THE MATTER of ISU SOLUTIONS PTY LTD (ACN 130 899 437) (RECEIVERS AND MANAGERS APPOINTED) AND IMPRENDITORE PTY LTD (ACN 118 445 453) (RECEIVERS AND MANAGERS APPOINTED)

BETWEEN:

MITCHELL ASSET MANAGEMENT PTY LTD (ACN 123 804 491) AS TRUSTEE FOR THE MITCHELL ASSET MANAGEMENT GO-INNOVATION FINANCE FUND (ABN 88 447 520 706)	Plaintiff
v
ISU SOLUTIONS PTY LTD (ACN 130 899 437) (RECEIVERS AND MANAGERS APPOINTED)	First Defendant
IMPRENDITORE PTY LTD (ACN 118 445 453) (RECEIVERS AND MANAGERS APPOINTED)	Second Defendant

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JUDGE:	Matthews J
WHERE HELD:	Melbourne
DATE OF HEARING:	8 April 2025
DATE OF RULING:	8 April 2025
DATE OF PUBLICATION OF REASONS:	11 April 2025
CASE MAY BE CITED AS:	Re ISU Solutions Pty Ltd and Imprenditore Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 191

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PRACTICE AND PROCEDURE – Application to transfer proceeding to the New South Wales Registry of the Federal Court of Australia – Plaintiff appointed receivers and managers to defendant companies – Plaintiff seeks declarations as to validity of appointment of receivers – Proceeding fixed for hearing – Defendants fail to file any material in opposition by the date ordered by the Court, as extended – Defendants subsequently commence proceedings in the Federal Court of Australia – Application refused – Jurisdiction of Courts (Cross-vesting) Act 1987 (Cth), s 5(1)(b) – Corporations Act 2001 (Cth), s 1337H(2) – Irwin v State of Queensland [2011] VSC 291 – Kadac Pty Ltd v Complete Health Products Pty Ltd [2015] VSC 613 – Bogan v The Estate of Peter John Smedley [2025] HCA 7.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr P.D. Crutchfield KC with Mr N Walter	Gadens Lawyers
For the Defendants	Mr M Elliott SC with Mr B.K. Holmes	S&A Law

Contents

Introduction

Factual background

Procedural background

Relevant law and applicable principles

Does the Corporations Act or the Cross-vesting Act apply to the transfer application?

The parties’ submissions

Plaintiff’s submissions

Substantive law by which the claim is to be determined

Stage of each proceeding and effect of delay

Location of the parties and witnesses

Defendants’ submissions

Consideration

Conclusion

HER HONOUR:

Introduction

1. By summons filed 3 April 2025 (Transfer Summons), the defendants seek orders transferring this proceeding to the Sydney Registry of the Federal Court of Australia.

2. In support of the Transfer Application, the defendants rely on:

   (a)the affidavit of their solicitor, Robert Anthony Silberstein of S&A Law, affirmed 3 April 2025 (First Silberstein Transfer Affidavit);

   (b)a further affidavit of Mr Silberstein affirmed 7 April 2025 (Second Silberstein Transfer Affidavit); and

   (c)a written outline of submissions from their counsel, filed 7 April 2025.

3. In opposition to the Transfer Summons, the plaintiff relies on:

   (a)the affidavit of John Paton Mitchell sworn 7 February 2025 in support of the originating process (First Mitchell Affidavit).  Mr Mitchell is the sole director of the plaintiff;

   (b)the affidavit of its solicitor, Robert…